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HomeMy WebLinkAboutReso 35-2018 (18-142)City of South San Francisco P.O. Box 711 (City Hall, • 400 Grand Avenue) South San Francisco, CA City Council Resolution: RES 35 -2018 File Number: 18 -142 Enactment Number: RES 35 -2018 RESOLUTION AUTHORIZING THE CITY MANAGER TO EXECUTE AN ON CALL AGREEMENT WITH DAVID TAUSSIG & ASSOCIATES FOR SPECIAL TAX CONSULTANT SERVICES IN AN AMOUNT NOT TO EXCEED $150,000 PER YEAR FOR A TWO YEAR PERIOD AND APPROVING BUDGET AMENDMENT 18.025. WHEREAS, the City of South San Francisco issued a Request for Proposals (RFP) in October 2016 for consultant services to assist with infrastructure financing through potential financing districts; and WHEREAS, the City received five timely proposals in response to the RFP; and WHEREAS, after initial review, the City invited the top four firms to the interview process in December 2016; and WHEREAS, the firms were evaluated on a wide variety of criteria, including proposal quality, experience, and cost; and WHEREAS, the City entered into an agreement with David Taussig & Associates (DTA) based on the recommendation of the evaluation panel; and WHEREAS, DTA has proven to be responsive, knowledgeable, and experts in their field; and WHEREAS, the City requires professional support from DTA to continue its efforts to evaluate and implement land secured financing districts, including Community Facilities Districts (CFD). NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of South San Francisco that the City Council hereby approves an on call agreement with David Taussig and Associates in an amount not to exceed $150,000 per year for a two year period, ending June 30, 2019. BE IT FURTHER RESOLVED that the City Council of the City of South San Francisco authorizes the City Manager to execute an on call agreement, attached hereto as Exhibit A, with David Taussig & Associates in an amount not to exceed $150,000 per year for a two year period ending June 30, 2019. - BE IT FURTHER RESOLVED that the City Council of the City of South San Francisco hereby approves Budget Amendment 18.025. city of South San Francisco Page 1 File Number: 18 -142 Enactment Number: RES 35 -2018 BE IT FURTHER RESOLVED that the City Council hereby authorizes the City Manager to make any revisions, amendments, corrections and modifications to the on call services agreement, subject to the approval as to form by the City Attorney, deemed necessary to carry out the intent of this Resolution and which do not materially alter or increase the City's obligations thereunder; and to take any related action reasonably necessary to carry out the intent of this Resolution. E3 At a meeting of the City Council on 3/14/2018, a motion was made by Karyl Matsumoto, seconded by Mark Addiego, that this Resolution be adopted. The motion passed. Yes: 4 Mayor Normandy, Mayor Pro Tem Matsumoto, Councilmember Gupta, and Councilmember Addiego Absent: 1 Councilmember Attest Krista City of South San Francisco Page 2 Consulting Services Agreement between [Rev:2.13.2014] March 1, 2018 City of South San Francisco and David Taussig & Associates Page 1 of 16 ON CALL CONSULTING SERVICES AGREEMENT BETWEEN THE CITY OF SOUTH SAN FRANCISCO AND DAVID TAUSSIG & ASSOCIATES THIS AGREEMENT for on-call consulting services is made by and between the City of South San Francisco (“City”) and David Taussig & Associates (“Consultant”) (together sometimes referred to as the “Parties”) as of March 1, 2018 (the “Effective Date”). Section 1. SERVICES. Subject to the terms and conditions set forth in this Agreement, Consultant shall provide consulting services on an on-call basis to City as described in the Scope of Work attached hereto and incorporated herein as Exhibit A, at the time and place and in the manner specified by the respective executed Task Orders, a sample of is attached hereto and incorporated herein as Exhibit B. In the event of a conflict in or inconsistency between the terms of this Agreement and Exhibit A, and/or and any executed Task Orders, 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, 2019, unless the term of the Agreement is otherwise terminated or extended, as provided for in Section 8. The time provided to Consultant to complete the services required by this Agreement shall not affect the City’s right to term inate the Agreement, as provided for in Section 8. 1.2 Task Order. Prior to execution of a Task Order, the City shall request a Task Order Scope Proposal from the Consultant. Consultant shall provide the City with a Task Order Scope Proposal, and if satisfactory, the City and Consultant shall execute a Task Order. Upon an executed Task Order, Consultant shall perform the services listed in the Task Order and in a manner consistent with this Agreement. 1.3 Standard of Performance. Consultant shall perform all work required by this Agreement in a substantial, first-class manner and shall conform to the standards of quality normally observed by a person practicing in Consultant's profession. 1.4 Assignment of Personnel. Consultant shall assign only competent personnel to perform services pursuant to this Agreement. In the event that City, in its sole discretion, at any time during the term of this Agreement, desires the reassignment of any such persons, Consultant shall, immediately upon receiving notice from City of such desire of City, reassign such person or persons. 1.5 Time. Consultant shall devote such time to the performance of services pursuant to this Agreement as may be reasonably necessary to meet the standard of performance provided in Section 1.3 above and to satisfy Consultant’s obligations hereunder. Section 2. COMPENSATION. This On-call Services Agreement does not guarantee any amount of work for the Consultant. Task Orders will be developed and executed as needed and provided for in this Agreement. The Consultant shall be paid by the City only for completed services rendered under each EXHIBIT A Consulting Services Agreement between [Rev:2.13.2014] March 1, 2018 City of South San Francisco and David Taussig & Associates Page 2 of 16 approved individual Task Order. Such payment shall be full compensation for payment shall be full compensation for work performed or services rendered a nd for all labor, materials, supplies, equipment and incidentals necessary to complete the work stated in the Task Order. Notwithstanding the foregoing, Consultant shall not receive total compensation under this Agreement in an amount over One Hundred Fifty Thousand Dollars ($150,000.00) per fiscal year, in which the first fiscal year shall begin on March 1, 2018 and end on June 30, 2018 and the second fiscal year shall begin on July 1, 201 8 and end on June 30, 2019. In the event of a conflict between this Agreement and Consultant’s proposal, regarding the amount of compensation, the Agreement shall prevail. The payments for completed work under an executed Task Order shall be the only payments from City to Consultant for services rendered pursuant to this Agreement. Consultant shall submit all invoices to City in the manner specified herein. Except as specifically authorized by City in writing, Consultant shall not bill City for duplicate services performed by more than one person. Consultant and City ac knowledge and agree that compensation paid by City to Consultant under this Agreement is based upon Consultant’s estimated costs of providing the services required hereunder, including salaries and benefits of employees and subcontractors of Consultant. C onsequently, the Parties further agree that compensation hereunder is intended to include the costs of contributions to any pensions and/or annuities to which Consultant and its employees, agents, and subcontractors may be eligible. City therefore has no responsibility for such contributions beyond compensation required under this Agreement. 2.1 Invoices. Consultant shall submit invoices, not more often than once per month during the term of this Agreement, based on the cost for all services performed and reimbursable costs incurred prior to the invoice date. Invoices shall contain all the following information:  Serial identifications of progress bills (i.e., Progress Bill No. 1 for the first invoice, etc.);  The beginning and ending dates of the billing period;  A task summary containing the original contract amount, the amount of prior billings, the total due this period, the balance available under the Agreement, and the percentage of completion;  At City’s option, for each work item in each task, a cop y of the applicable time entries or time sheets shall be submitted showing the name of the person doing the work, the hours spent by each person, a brief description of the work, and each reimbursable expense;  The total number of hours of work performed u nder the Agreement by each employee, agent, and subcontractor of Consultant performing services hereunder ;  Consultant shall give separate notice to the City when the total number of hours worked by Consultant and any individual employee, agent, or subcont ractor of Consultant reaches or exceeds eight hundred (800) hours within a twelve (12)- month period under this Agreement and any other agreement between Consultant and City. Such notice shall include an estimate of the time necessary to complete work described in Exhibit A and the estimate of time necessary to complete work under any other agreement between Consultant and City, if applicable.  The amount and purpose of actual expenditures for which reimbursement is sought; Consulting Services Agreement between [Rev:2.13.2014] March 1, 2018 City of South San Francisco and David Taussig & Associates Page 3 of 16  The Consultant’s signature. 2.2 Monthly Payment. City shall make monthly payments, based on invoices received, for services satisfactorily performed, and for authorized reimbursable costs incurred. City shall have thirty (30) days from the receipt of an invoice that complies with all of the requirements above to pay Consultant. Each invoice shall include all expenses and actives performed during the invoice period for which Consultant expects to receive payment. 2.3 Final Payment. City shall pay the five percent (5%) of the total sum due pursuant to this Agreement within sixty (60) days after completion of the services and submittal to City of a final invoice, if all services required have been satisfactorily performed. 2.4 Total Payment. City shall pay for the services to be render ed by Consultant pursuant to this Agreement. City shall not pay any additional sum for any expense or cost whatsoever incurred by Consultant in rendering services pursuant to this Agreement. City shall make no payment for any extra, further, or additiona l service pursuant to this Agreement. In no event shall Consultant submit any invoice for an amount in excess of the maximum amount of compensation provided above either for a task or for the entire Agreement, unless the Agreement is modified prior to the submission of such an invoice by a properly executed change order or amendment. 2.5 Hourly Fees. Fees for work performed by Consultant on an hourly basis shall not exceed the amounts shown on the compensation schedule attached hereto and incorporated herein as Exhibit C. 2.6 Reimbursable Expenses. Reimbursable expenses, as specified in Exhibit D, attached hereto and incorporated herein, shall not exceed One Thousand Dollars ($1,000). Expenses not listed below are not chargeable to City. Reimbursable e xpenses are included in the total amount of compensation provided under this Agreement that shall not be exceeded. 2.7 Payment of Taxes. Consultant is solely responsible for the payment of employment taxes incurred under this Agreement and any similar fe deral or state taxes. Contractor represents and warrants that Contractor is a resident of the State of California in accordance with California Revenue & Taxation Code Section 18662, as it may be amended, and is exempt from withholding. Contractor accept s sole responsible for verifying the residency status of any subcontractors and withhold taxes from non-California subcontractors. 2.8 Payment upon Termination. In the event that the City or Consultant terminates this Agreement pursuant to Section 8, the City shall compensate the Consultant for all outstanding costs and reimbursable expenses incurred for work satisfactorily completed as of the date of written notice of termination. Consultant shall maintain adequate logs and timesheets to verify costs incurred to that date. Consulting Services Agreement between [Rev:2.13.2014] March 1, 2018 City of South San Francisco and David Taussig & Associates Page 4 of 16 2.9 Authorization to Perform Services. The Consultant is not authorized to perform any services or incur any costs whatsoever under the terms of this Agreement until receipt of authorization from the Contract Administrator. 2.10 False Claims Act. Presenting a false or fraudulent claim for payment, including a change order, is a violation of the California False Claims Act and may result in treble damages and a fine of five thousand ($5,000) to ten thousand dollars ($10,000) per vi olation. Section 3. FACILITIES AND EQUIPMENT. Except as set forth herein, Consultant shall, at its sole cost and expense, provide all facilities and equipment that may be necessary to perform the services required by this Agreement. City shall make av ailable to Consultant only the facilities and equipment listed in this section, and only under the terms and conditions set forth herein. City shall furnish physical facilities such as desks, filing cabinets, and conference space, as may be reasonably necessary for Consultant’s use while consulting with City employees and reviewing records and the information in possession of the City. The location, quantity, and time of furnishing those facilities shall be in the sole discretion of City. In no event sha ll City be obligated to furnish any facility that may involve incurring any direct expense, including but not limited to computer, long -distance telephone or other communication charges, vehicles, and reproduction facilities. Section 4. INSURANCE REQUIREMENTS. Before beginning any work under this Agreement, Consultant, at its own cost and expense, unless otherwise specified below, shall procure the types and amounts of insurance listed below against claims for injuries to persons or damages to property th at may arise from or in connection with the performance of the work hereunder by the Consultant and its agents, representatives, employees, and subcontractors. Consistent with the following provisions, Consultant shall provide proof satisfactory to City o f 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 to the City. Consultant shall maintain the insurance policies required by this section throughout the term of this Agreement. The cost of such insurance shall be included in the Consultant's bid. Consultant shall not allow any subcontractor to commence work on any subcontract until Consultant has obtained all insurance required herein for the subcontractor(s). Consultant shall maintain all required insurance listed herein for the duration of this Agreement. 4.1 Workers’ Compensation. Consultant shall, at its sole cost and expense, maintain Statutory Workers’ Compensation Ins urance and Employer’s Liability Insurance for any and all persons employed directly or indirectly by Consultant. The Statutory Workers’ Compensation Insurance and Employer’s Liability Insurance shall be provided with limits of not less than $1,000,000 per accident. In the alternative, Consultant may rely on a self- insurance program to meet those requirements, but only if the program of self -insurance complies fully with the provisions of the California Labor Code. Determination of whether a self-insurance program meets the standards of the Labor Code shall be solely in the discretion of the Contract Administrator , as defined in Section 10.9. The insurer, if insurance is provided, or the Consultant, if a program of self -insurance is provided, shall Consulting Services Agreement between [Rev:2.13.2014] March 1, 2018 City of South San Francisco and David Taussig & Associates Page 5 of 16 waive all rights of subrogation against the City and its officers, officials, employees, and volunteers for loss arising from work performed under this Agreement. 4.2 Commercial General and Automobile Liability Insurance. 4.2.1 General requirements. Consultant, at its own cost and expense, shall maintain commercial general and automobile liability insurance for the term of this Agreement in an amount not less than One Million Dollars ($1,000,000) per occurrence, combined single limit coverage for risks associ ated 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 or GL 0002 (most recent editions) covering comprehensive General Liability Insurance and Services Office form number GL 0404 covering Broad Form Comprehensive General Liability on an “occurrence” basis. Automobile coverage shall be at least as broad as Insurance Services Office Automobile Liability form CA 0001 (most recent edition). 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. Any failure of Consultant to comply with reporting provisions of the policy shall not affect coverage provided to City and its officers, employees, agents, and volunteers. 4.3 Professional Liability Insurance. 4.3.1 General requirements. Consultant, at its own cost and expense, shall maintai n for the period covered by this Agreement professional liability insurance for licensed professionals performing work pursuant to this Agreement in an amount not less than One Million Dollars $1,000,000 covering the licensed Consulting Services Agreement between [Rev:2.13.2014] March 1, 2018 City of South San Francisco and David Taussig & Associates Page 6 of 16 professionals’ errors and omissions. Any deductible or self-insured retention shall not exceed one hundred fifty thousand dollars ($150,000) per claim. 4.3.2 Claims-made limitations. The following provisions shall apply if the professional liability coverage is written on a claims -made form: a. The retroactive date of the policy must be shown and must be before the date of the Agreement. b. Insurance must be maintained and evidence of insurance must be provided for at least five (5) years after completion of the Agreement or the work, so long as commercially available at reasonable rates. c. If coverage is canceled or not renewed and it is not replaced with another claims-made policy form with a retroactive date that precedes the date of this Agreement, Consultant shall purchase an extended period coverage for a minimum of five (5) years after completion of work under this Agreement or the work. The City shall have the right to exercise, at the Consultant’s sole cost and expense, any extended reporting provisions of the policy, if the Consultant cancels or does not renew the coverage. d. A copy of the claim reporting requirements must be submitted to the City for review prior to the commencement of any work under this Agreement. 4.3.3 Additional Requirements. A certified endorsement to include contractual liability shall be included in the policy 4.4 All Policies Requirements. 4.4.1 Acceptability of insurers. All insurance required by this section is to be placed with insurers with a Bests' rating of no less than A: VII. 4.4.2 Verification of coverage. Prior to beginning any work under this Agreement, Consultant shall furnish City with complete copies of all policies delivered to Consultant by the insurer, including complete copies of all endorsements attached to those policies. All copies of policies and certified endorsements shall show the signature of a person authorized by that insurer to bind coverage on its behalf. If the City does not receive the required insurance documents prior to the Consultant beginning work, this shall not waive the Consultant’s obligation to provide them. The City reserves the right to require complete copies of all required insurance policies at any time. 4.4.3 Notice of Reduction in or Cancellation of Coverage. A certified endorsement shall be attached to all insurance obtained pursuant to this Agreement stating that coverage shall not be suspended, voided, canceled by either party, or reduced in Consulting Services Agreement between [Rev:2.13.2014] March 1, 2018 City of South San Francisco and David Taussig & Associates Page 7 of 16 coverage or in limits, except after thirty (30) days' prior written notice by certified mail, return receipt requested, has been given to the City. In the event that any coverage required by this section is reduced, limited, cancelled, or materially affected in any other manner, Consultant shall provide written notice to City at Consultant’s earliest possible opportunity and in no case later than ten (10) working days after Consultant is notified of the change in coverage. 4.4.4 Additional insured; primary insurance. City and its officers, employees, agents, and volunteers shall be covered as ad ditional insureds with respect to each of the following: liability arising out of activities performed by or on behalf of Consultant, including the City’s general supervision of Consultant; products and completed operations of Consultant, as applicable; pr emises owned, occupied, or used by Consultant; and automobiles owned, leased, or used by the Consultant in the course of providing services pursuant to this Agreement. The coverage shall contain no special limitations on the scope of protection afforded t o City or its officers, employees, agents, or volunteers. A certified endorsement must be attached to all policies stating that coverage is primary insurance with respect to the City and its officers, officials, employees and volunteers, and that no insurance or self-insurance maintained by the City shall be called upon to contribute to a loss under the coverage. 4.4.5 Deductibles and Self-Insured Retentions. Consultant shall disclose to and obtain the approval of City for the self-insured retentions and deductibles before beginning any of the services or work called for by any term of this Agreement. Further, if the Consultant’s insurance policy includes a self-insured retention that must be paid by a named insured as a precondition of the insurer’s li ability, or which has the effect of providing that payments of the self -insured retention by others, including additional insureds or insurers do not serve to satisfy the self - insured retention, such provisions must be modified by special endorsement so as to not apply to the additional insured coverage required by this agreement so as to not prevent any of the parties to this agreement from satisfying or paying the self - insured retention required to be paid as a precondition to the insurer’s liability. Additionally, the certificates of insurance must note whether the policy does or does not include any self-insured retention and also must disclose the deductible. During the period covered by this Agreement, only upon the prior express written authorization of Contract Administrator, Consultant may increase such deductibles or self-insured retentions with respect to City, its officers, employees, agents, and volunteers. The Contract Administrator may condition approval of an increase in deductible or self-insured retention levels with a requirement that Consultant procure a bond, guaranteeing payment of losses and related investigations, claim administration, and defense expenses that is satisfactory in all respects to each of them. Consulting Services Agreement between [Rev:2.13.2014] March 1, 2018 City of South San Francisco and David Taussig & Associates Page 8 of 16 4.4.6 Subcontractors. Consultant shall include all subcontractors as insureds under its policies or shall furnish separate certificates and certified endorsements for each subcontractor. All coverages for subcontractors shall be subject to all of the requirements stated herein. 4.4.7 Wasting Policy. No insurance policy required by Section 4 shall include a “wasting” policy limit. 4.4.8 Variation. The City may approve a variation in the foregoing insurance requirements, upon a determination that the coverage, scope, limits, a nd forms of such insurance are either not commercially available, or that the City’s interests are otherwise fully protected. 4.5 Remedies. In addition to any other remedies City may have if Consultant fails to provide or maintain any insurance policies or policy endorsements to the extent and within the time herein required, City may, at its sole option exercise any of the following remedies, which are alternatives to other remedies City may have and are not the exclusive remedy for Consultant’s breach: a. Obtain such insurance and deduct and retain the amount of the premiums for such insurance from any sums due under the Agreement; b. Order Consultant to stop work under this Agreement or withhold any payment that becomes due to Consultant hereunder, or both stop work and withhold any payment, until Consultant demonstrates compliance with the requirements hereof; and/or c. Terminate this Agreement. Section 5. INDEMNIFICATION AND CONSULTANT’S RESPONSIBILITIES. Consultant shall, to the fullest extent allowed by law, with respect to all Services performed in connection with this Agreement , indemnify, defend with counsel selected by the City, and hold harmless the City and its officials, officers, employees, agents, and volunteers from and against any and all losse s, liability, claims, suits, actions, damages, and causes of action arising out of any personal injury, bodily injury, loss of life, or damage to property, or any violation of any federal, state, or municipal law or ordinance (“Claims”), to the extent caused, directly or indirectly, in whole or in part, by the willful misconduct or negligent acts or omissions of Consultant or its employees, subcontractors, or agents. The foregoing obligation of Consultant shall not apply when (1) the injury, loss of life, damage to property, or violation of law arises wholly from the gross negligence or willful misconduct of the City or its officers, employees, agents, or volunteers and (2) the actions of Consultant or its employees, subcontractor, or agents have contribute d in no part to the injury, loss of life, damage to property, or violation of law. 5.1 Insurance Not in Place of Indemnity. Acceptance by City of insurance certificates and endorsements required under this Agreement does not relieve Consultant from l iability under this indemnification and hold harmless clause. This indemnification and hold harmless clause shall apply to any damages or claims for damages whether or not such Consulting Services Agreement between [Rev:2.13.2014] March 1, 2018 City of South San Francisco and David Taussig & Associates Page 9 of 16 insurance policies shall have been determined to apply. By execution of this Agreement, Consultant acknowledges and agrees to the provisions of this Section and that it is a material element of consideration. 5.2 PERS Liability. In the event that Consultant or any employee, agent, or subcontractor of Consultant providing services under this Agreement is determined by a court of competent jurisdiction or the California Public Employees Retirement System (PERS) to be eligible for enrollment in PERS as an employee of City, Consultant shall indemnify, defend, and hold harmless City for the payment of any employee and/or employer contributions for PERS benefits on behalf of Consultant or its employees, agents, or subcontractors, as well as for the payment of any penalties and interest on such contributions, which would otherwise be the responsibility of City. 5.3 Third Party Claims. With respect to third party claims against the Consultant, the Consultant waives any and all rights of any type of express or implied indemnity against the Indemnitees. Section 6. STATUS OF CONSULTANT. 6.1 Independent Contractor. At all times during the term of this Agreement, Consultant shall be an independent contractor and shall not be an employee of City. City shall have the right to control Consultant only insofar as the results of Consultant's ser vices rendered pursuant to this Agreement and assignment of personnel pursuant to Subparagraph 1.3; however, otherwise City shall not have the right to control the means by which Consultant accomplishes services rendered pursuant to this Agreement. Notwit hstanding any other City, state, or federal policy, rule, regulation, law, or ordinance to the contrary, Consultant and any of its employees, agents, and subcontractors providing services under this Agreement shall not qualify for or become entitled to, an d hereby agree to waive any and all claims to, any compensation, benefit, or any incident of employment by City, including but not limited to eligibility to enroll in the California Public Employees Retirement System (PERS) as an employee of City and entitlement to any contribution to be paid by City for employer contributions and/or employee contributions for PERS benefits. 6.2 Consultant Not an Agent. Except as City may specify in writing, Consultant shall have no authority, express or implied, to act o n behalf of City in any capacity whatsoever as an agent to bind City to any obligation whatsoever. Section 7. LEGAL REQUIREMENTS. 7.1 Governing Law. The laws of the State of California shall govern this Agreement. 7.2 Compliance with Applicable Laws. Consultant and any subcontractors shall comply with all federal, state and local laws and regulations applicable to the performance of the work hereunder. Consultant’s failure to comply with such law(s) or regulation(s) shall constitute a breach of contract. Consulting Services Agreement between [Rev:2.13.2014] March 1, 2018 City of South San Francisco and David Taussig & Associates Page 10 of 16 7.3 Other Governmental Regulations. To the extent that this Agreement may be funded by fiscal assistance from another governmental entity, Consultant and any subcontractors shall comply with all applicable rules and regulations to which City is bound by the terms of such fiscal assistance program. 7.4 Licenses and Permits. Consultant represents and warrants to City that Consultant and its employees, agents, and any subcontractors have all licenses, permits, qualifications, and approvals, including from City, of whatsoever nature that are legally required to practice their respective professions. Consultant represents and warrants to City that Consultant and its employees, agents, any subcontractors shall, at their sole cost and expense, keep in effect at all times during the term of this Agreement any licenses, permits, and approvals that are legally required to practice their respective professions. In addition to the foregoing, Consultant and any subcontractors shall obtain and maintain during the term of this Agreement valid Business Licenses from City. 7.5 Nondiscrimination and Equal Opportunity. Consultant shall not discriminate, on the basis of a person’s race, religion, color, national origin, age, physical or mental handicap or disability, medical condition, marital status, sex, or sexual orientation, against any employee, applicant for employment, subcontractor, bidder for a subcontract, or participant in, recipient of, or applicant for any services or programs provided by Consultant under this Agreement. Consultant shall comply with all applicable federal, state, and local laws, policies, rules, and requirements related to equal opportunity and nondiscrimination in employment, contracting, and the provision of any services that are the sub ject of this Agreement, including but not limited to the satisfaction of any positive obligations required of Consultant thereby. Consultant shall include the provisions of this Subsection in any subcontract approved by the Contract Administrator or this Agreement. 7.6 Contractor’s Residency and Tax Withholding Contractor declares that Contractor is a resident of the State of California in accordance with the California Franchise Tax Board form 590 (“Form 590”), as may be amended, attached hereto and i ncorporated herein as Exhibit F. Unless provided with valid, written evidence of an exemption or waiver from withholding, City may withhold California taxes from payments to Contractor as required by law. Contractor shall obtain, and maintain on file for three (3) years after the termination of the Contract, Form 590s from all subcontractors. Contractor accepts sole responsibility for withholding taxes from any non-California resident subcontractor and shall submit written documentation of compliance with Contractor's withholding duty to City. Section 8. TERMINATION AND MODIFICATION. 8.1 Termination. City may cancel this Agreement at any time and without cause upon written notification to Consultant. Consulting Services Agreement between [Rev:2.13.2014] March 1, 2018 City of South San Francisco and David Taussig & Associates Page 11 of 16 Consultant may cancel this Agreement for cause upon thirty (30) days’ written notice to City and shall include in such notice the reasons for cancellation. In the event of termination, Consultant shall be entitled to compensation for services performed to the effective date of notice of termination; City, however, may condition payment of such compensation upon Consultant delivering to City all materials described in Section 9.1. 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 Contractor to execute a written amendment to this Agreement, as provided for herein. Consultant understands and agrees that, if City grants such an extension, City shall have no obligation to provide Consultant with compensation beyond the maximum amount provided for in this Agreement. Similarly, unless authorized by the Contract Administrator, City shall have no obligation to reimburse Consultant for any otherwise reimbursable expenses incurred during the extension period. 8.3 Amendments. The Parties may amend this Agreement only by a writing signed by all the Parties. 8.4 Assignment and Subcontracting. City and Consultant recognize and agree that this Agreement contemplates personal performanc e by Consultant and is based upon a determination of Consultant’s unique personal competence, experience, and specialized personal knowledge. Moreover, a substantial inducement to City for entering into this Agreement was and is the professional reputatio n and competence of Consultant. Consultant may not assign this Agreement or any interest therein without the prior written approval of the Contract Administrator. Consultant shall not assign or subcontract any portion of the performance contemplated and provided for herein, other than to the subcontractors noted in the proposal, without prior written approval of the Contract Administrator. 8.5 Survival. All obligations arising prior to the termination of this Agreement and all provisions of this Agreement allocating liability between City and Consultant shall survive the termination of this Agreement. 8.6 Options upon Breach by Consultant. If Consultant materially breaches any of the terms of this Agreement, City’s remedies shall include, but not be limited to, the following: 8.6.1 Immediately terminate the Agreement; 8.6.2 Retain the plans, specifications, drawings, reports, design documents, and any other work product prepared by Consultant pursuant to this Agreement; Consulting Services Agreement between [Rev:2.13.2014] March 1, 2018 City of South San Francisco and David Taussig & Associates Page 12 of 16 8.6.3 Retain a different consultant to complete the work described in Exhibit A not finished by Consultant; or 8.6.4 Charge Consultant the difference between the cost to complete the work described in Exhibit A that is unfinished at the time of breach and the amount that City would have paid Consultant pursuant to Section 2 if Consultant had completed the work. Section 9. KEEPING AND STATUS OF RECORDS. 9.1 Records Created as Part of Consultant’s Performance. All reports, data, maps, models, charts, studies, surveys, photographs, me moranda, plans, studies, specifications, records, files, or any other documents or materials, in electronic or any other form, that Consultant prepares or obtains pursuant to this Agreement and that relate to the matters covered hereunder shall be the prop erty of the City. Consultant hereby agrees to deliver those documents to the City upon termination of the Agreement. It is understood and agreed that the documents and other materials, including but not limited to those described above, prepared pursuant to this Agreement are prepared specifically for the City and are not necessarily suitable for any future or other use. City and Consultant agree that, until final approval by City, all data, plans, specifications, reports and other documents are confidential and will not be released to third parties without prior written consent of both Parties except as required by law. 9.2 Consultant’s Books and Records. Consultant shall maintain any and all ledgers, books of account, invoices, vouchers, canceled chec ks, and other records or documents evidencing or relating to charges for services or expenditures and disbursements charged to the City under this Agreement for a minimum of three (3) years, or for any longer period required by law, from the date of final payment to the Consultant to this Agreement. 9.3 Inspection and Audit of Records. Any records or documents that Section 9.2 of this Agreement requires Consultant to maintain shall be made available for inspection , audit, and/or copying at any time during regular business hours, upon oral or written request of the City. Under California Government Code Section 8546.7, if the amount of public funds expended under this Agreement exceeds ten thousand ($10,000.00), the Agreement shall be subject to the examination and audit of the State Auditor, at the request of City or as part of any audit of the City, for a period of three (3) years after final payment under the Agreement. 9.4 Records Submitted in Response to an Invitation to Bid or Request for Proposals . All responses to a Request for Proposals (RFP) or invitation to bid issued by the City become the exclusive property of the City. At such time as the City selects a bid, all proposals received become a matter of public record, and shall be regarded as public records, with the exception of those elements in each proposal that are defined by Consultant and plainly marked as “Confidential,” "Business Secret" or “Trade Secret." Consulting Services Agreement between [Rev:2.13.2014] March 1, 2018 City of South San Francisco and David Taussig & Associates Page 13 of 16 The City shall not be liable or in any way responsible for the disclosure of an y such proposal or portions thereof, if Consultant has not plainly marked it as a "Trade Secret" or "Business Secret," or if disclosure is required under the Public Records Act. Although the California Public Records Act recognizes that certain confident ial trade secret information may be protected from disclosure, the City may not be in a position to establish that the information that a prospective bidder submits is a trade secret. If a request is made for information marked "Trade Secret" or "Business Secret," and the requester takes legal action seeking release of the materials it believes does not constitute trade secret information, by submitting a proposal, Consultant agrees to indemnify, defend and hold harmless the City, its agents and employees, from any judgment, fines, penalties, and award of attorneys’ fees awarded against the City in favor of the party requesting the information, and any and all costs connected with that defense. This obligation to indemnify survives the City's award of the contract. Consultant agrees that this indemnification survives as long as the trade secret information is in the City's possession, which includes a minimum retention period for such documents. Section 10 MISCELLANEOUS PROVISIONS. 10.1 Attorneys’ Fees. If a Party to this Agreement brings any action, including arbitration or 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 San Mateo 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 sha ll 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 t erm 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. Consulting Services Agreement between [Rev:2.13.2014] March 1, 2018 City of South San Francisco and David Taussig & Associates Page 14 of 16 10.6 Use of Recycled Products. Consultant shall prepare and submit all reports, written studies and other printed material on recycled paper to the extent it is available at equal or less cost than virgin paper. 10.7 Conflict of Interest. Consultant may serve other clients, but none whose activities within the corporate limits of City or whose business, regardless of location, would place Consultant in a “conflict of interest,” as that term is defined in the Political Reform Act, codified at California Government Code Section 81000 , et seq. Consultant shall not employ any City official in the work performed pursuant to this Agreement. No officer or employee of City shall have any financial interest in this Agreement that would violate California Government Code Sections 1090 , et seq. Consultant hereby warrants that it is not now, nor has it been in the previous twelve (12) months, an employee, agent, appointee, or official of the City. If Consultant was an employee, agent, appointee, or official of the City in the previous twelve (12) months, Consultant warrants that it did not participate in any manner in the forming of this Agreement. Consultant understands that, if this Agreement is made in violation of Government Code §1090, et seq., the entire Agreement is void and Consultant will not be entitled to any compensation for services performed pursuant to this Agreement, including reimbursement of expenses, and Consultant will be required to reimburse the City for any sums paid to the Consultant. Consultant understands that, in addition to the foregoing, it may be subject to criminal prosecution for a violation of Government Code § 1090 and, if applicable, will be disqualified from holding public office in the State of California. 10.8 Solicitation. Consultant agrees not to solicit business at any meeting, focus gr oup, or interview related to this Agreement, either orally or through any written materials. 10.9 Contract Administration. This Agreement shall be administered by Eunejune Kim, City Engineer/Public Works Director ("Contract Administrator"). All correspondence shall be directed to or through the Contract Administrator or his or her designee. Further, the Contract Administrator has authority to approve Task Orders under this Agreement. 10.10 Notices. All notices and other communications which are require d or may be given under this Agreement shall be in writing and shall be deemed to have been duly given (i) when received if personally delivered; (ii) when received if transmitted by telecopy, if received during normal business hours on a business day (or if not, the next business day after delivery) provided that such facsimile is legible and that at the time such facsimile is sent the sending Party receives written confirmation of receipt; (iii) if sent for next day delivery to a domestic address by recognized overnight delivery service (e.g., Federal Express); and (iv) upon receipt, if sent by certified or registered mail, return receipt requested. In each case notice shall be sent to the respective Parties as follows: Consultant ____________________________________________ Consulting Services Agreement between [Rev:2.13.2014] March 1, 2018 City of South San Francisco and David Taussig & Associates Page 15 of 16 ____________________________________________ ____________________________________________ City NOTICES INVOICES City Clerk Engineering City of South San Francisco City of South San Francisco 400 Grand Avenue 315 Maple Ave South San Francisco, CA 94080 South San Francisco, CA 94080 10.11 Professional Seal. Where applicable in the determination of the contract administrator, the first page of a technical report, first page of design specifications, and each page of construction drawings shall be stamped/sealed and signed by the licensed professional responsible for the report/design preparation. The stamp/seal shall be in a block entitled "Seal and Signature of Registered Professional with report/design responsibil ity," as in the following example. _________________________________________ Seal and Signature of Registered Professional with report/design responsibility. 10.12 Integration. This Agreement, including the scope of work attached hereto and incorporated herein as Exhibits A, B, C, D, E, and F represents the entire and integrated agreement between City and Consultant and supersedes all prior negotiations, representations, or agreements, either written or oral pertaining to the matters herein. Exhibit A Scope of Services Exhibit B Task Order Exhibit C Compensation Schedule Exhibit D Reimbursable Expenses Exhibit E Form 590 10.13 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. 10.14 Construction. The headings in this Agreement are for the purpose of reference only and shall not limit or otherwise affect any of the terms of this Agreement. The parties have had an equal opportunity to participate in the drafting of this Agreement; therefore any construction as against the drafting party shall not apply to this Agreement. 10.15 No Third Party Beneficiaries. This Agreement is made solely for the benefit of the Parties hereto with no intent to benefit any non-signatory third parties. Consulting Services Agreement between [Rev:2.13.2014] March 1, 2018 City of South San Francisco and David Taussig & Associates Page 16 of 16 The Parties have executed this Agreement as of the Effective Date. CITY OF SOUTH SAN FRANCISCO CONSULTANT ____________________________ ______________________________ Mike Futrell, City Manager [NAME, TITLE] Attest: ____________________________ Krista Martinelli, City Clerk Approved as to Form: ____________________________ City Attorney Consulting Services Agreement between March 1, 2018 City of South San Francisco and David Taussig & Associates-Exhibit A- Page 1 of 5 EXHIBIT A SCOPE OF SERVICES I. PHASE ONE COMMUNITY FACILITIES DISTRICT FEASIBILITY ANALYSIS DTA shall assist City in analyzing the feasibility of utilizing a CFD for which the City is the lead agency to finance certain development impact fees (“Impact Fees”) and public improvements (“Public Improvements”) for the Project. Task 1 Background Research Review available planning, engineering, existing property tax, development absorption, and financial information regarding the Project. All Project information listed below under Task 1 shall be provided by City and/or its consultants. DTA shall base its analysis on data received from these sources, and shall not conduct any independent research to verify the accuracy of such data. DTA shall also assist City in determining CFD-eligible services, as well as the cost of the services (e.g., road and grade separations, landscaping, various utilities, parks and open space, etc.) to be funded through CFD. Information to be reviewed shall include the following: Data provided by City • Review Project land uses, anticipated absorption, and sales price information; • Review Assessor’s Parcel Numbers; • Review Impact Fee and Public Improvement cost information (201 8$); • Review Public Facilities phasing schedules; • Review Services/O&M Costs (2018$); • Coordinate with City and its consultants to refine data as necessary. Task 2 Property Tax Research Request a preliminary title report, Assessor’s Parcel Numbers, and property tax bills for the Project in order to identify the existing property tax rate, special taxes, and assessme nts. DTA shall contact the related taxing entities and service providers, as appropriate, to determine projected and maximum rates and the methods of assessment. DTA shall utilize this information to identify the base property tax rate for purposes of modeling the projected total effective tax rate. Task 3 CFD Pro Forma and Bond Structure Prepare initial community facilities district pro forma and follow -up pro formas (up to a total of five (5)) as requested by City to estimate supportable bonded indeb tedness, special tax and total effective tax rates, City and merchant builders’ CFD carrying costs (i.e., vacant land special taxes), etc. Assist City in Consulting Services Agreement between March 1, 2018 City of South San Francisco and David Taussig & Associates-Exhibit A- Page 2 of 5 evaluating optimal bond structure, including an analysis of level and increasing debt service, sales of multiple series of bond issues, use of improvement areas or zones, trade -offs between capitalized interest and bond-financed facilities, HOAs vs services components, required reserve funds, and escrowed bond proceeds, if applicable. City understands that bonded indebtedness will be constrained by a number of factors including, but not limited to, interest rates, maximum special taxes, and the appraised value to public debt ratio (e.g., the value to lien ratio) of the Project. Provided City supplies DTA with an estimated appraised value for the Project, DTA will estimate the overall value to lien ratio for the Project. DTA will not conduct nor obtain an independent appraisal of the Project. If no estimate of appraised value is provided, DTA’s bonding c apacity analysis shall be limited to a test of sufficient special taxes. Task 4 CFD Formation and Bond Issue Schedule Prepare a proposed schedule for the formation of a CFD and the sale of a first series of bonds. Task 5 Meetings to Discuss Phase 1 Tasks A DTA Vice President shall attend up to one (1) meeting with City and its consultants to present and/or discuss the tasks performed. After a total of one (1) meeting for Phase One attended by DTA has been completed, additional meetings may require fees beyond the maximum established if the agreed upon total fee amount has been completely expended based on hourly rates quoted herein. DTA shall also provide verbal assistance to City and its consultants as necessary. II. PHASE TWO COMMUNITY FACILITIES DISTRICT FORMATION DTA shall provide financial consulting services necessary to assist City in the formation of a CFD for the Project. The Phase II tasks listed below represent work completed through the Resolution of Formation for the CFD, and do not include the actual issuance of CFD bonds. Task 6 Rate and Method of Apportionment of Special Tax (the Special Tax Formula) Prepare or review and comment on the rate and method of apportionment of the special tax (“RMA”), subject to City’s marketing constraints and financing objectives. The RMA will document the special tax formula, maximum special tax rates, classification of property for purposes of the annual levy, the prepayment methodology, etc. All such components of the RMA will be structured so they are consistent with City approved CFD policies. The RMA will be designed to adapt to changes in land use, densities, and absorption. DTA will also evaluate the need for improvement areas or zones, and if required, develop a separate RMA for each improvement area or zone. Consulting Services Agreement between March 1, 2018 City of South San Francisco and David Taussig & Associates-Exhibit A- Page 3 of 5 Task 7 Revisions to CFD Pro Forma Prepare revised CFD pro formas as needed, up to a total of 15 pro formas (including those prepared under Task 3), for the Project. Task 8 CFD Report & Registrar of Voters Certification Develop the public report which shall contain a description and estimated cost of the proposed public services, facilities, and development impact fees to be financed by the CFD, estimated bonded indebtedness and related issuance costs and incidental expenses, a nd an explanation of the special tax apportionment methodology. Coordinate obtaining a certificate from San Mateo County (the “County”) Registrar of Voters/Elections Division confirming the registered voters’ status residing in the boundaries of the CFD p rior to the adoption of the Resolution of Formation (Government Code Section §53322). Task 9 Joint Community Facilities Agreement and Funding and Acquisition Agreement Review and comment on Joint Community Facilities Agreement (if applicable) and Fundin g and Acquisition Agreement, and assist City in executing such agreements. Task 10 Document Review and Preparation Assist the City and its consultants in the review of legal documents for the formation of the CFD, including the Resolution of Intention and Resolution of Formation. Task 11 Boundary Map & Notice of Special Tax Lien This task entails the preparation of the CFD boundary map pursuant to the requirements of the Mello -Roos Act and the County Recorder’s Office, assuming that computerized base maps are provided by City. The boundary map will describe the property to be subject to the special tax. When finalized, and as requested, DTA will prepare mylar and black line originals of the boundary map and coordinate execution of the signature blocks and recordation. Provide a list of Assessor’s Parcels to be attached to the Notice of Special Tax Lien and coordinate and/or confirm its recordation with the CFD Sponsor, pursuant to the Streets & Highway Code §3114.5. Task 12 Meetings to Discuss Phase 2 Tasks A DTA Vice President shall attend up to two (2) meetings with City, City, and other public agency staff and consultants, to present and/or discuss the pro formas, RMA, CFD Report, Joint Community Facilities Agreement, Funding and Acquisition Agr eement, or attend the City Council meeting at which the Resolution of Formation is adopted and the election is held. After a total of two (2) meetings for Phase II attended by DTA have been completed, additional meetings may require fees beyond the maximu m established if the agreed upon total fee amount has been completely expended based on hourly rates quoted herein. Consulting Services Agreement between March 1, 2018 City of South San Francisco and David Taussig & Associates-Exhibit A- Page 4 of 5 Task 13 Additional General and Technical Assistance Answer questions and provide technical advice to City regarding the CFD proceedings during the period in which Tasks 8-12 are being completed, subject to Limitations in Compensation Schedule. Additionally, answer questions and provide technical advice to City regarding construction management issues related to the CFD, including documenta tion of bidding procedures, prevailing wages, etc. for use in Funding and Acquisition Agreement, negotiations with the City, and actual construction of public facilities. III. PHASE THREE COMMUNITY FACILITIES DISTRICT ISSUANCE OF BONDS DTA shall provide financial consulting services necessary to assist City with the issuance of CFD bonds for the Project. Task 14 Revisions to CFD Pro Forma Prepare revised CFD pro formas as needed, up to a total of 20 pro formas (including those prepared under Tasks 3 and 7 for the Project). Task 15 Appraisal Review appraisal process and methodology with City. Recommend appraiser(s) if requested. Provide special tax and bond construction proceeds data to appraiser, and review and comment on Appraisal. Task 16 Market Absorption Study Review market absorption study and methodology with City and comment, if necessary. Task 17 Value to Lien Analysis Utilizing information contained in the market absorption study and appraisal, prepare and/or review value to lien ratio estimates to assist in identifying bond underwriting issues and timing of bond issues. Task 18 Bond Documents Assist City in review and comment on, legal and bond documents for the CFD bond issuance, including Trust Indenture, Official Statement and, Co ntinuing Disclosure Agreements. Task 19 Meetings to Discuss Phase 3 Tasks A member of DTA staff shall attend up to two (2) meetings with City, the City, and other public agency staff and consultants, as well as other interested parties, to present and/o r discuss the Appraisal, Market Consulting Services Agreement between March 1, 2018 City of South San Francisco and David Taussig & Associates-Exhibit A- Page 5 of 5 Absorption Study, Official Statement, Trust Indenture, and other applicable bond documents. After a total of two (2) meetings for Phase III attended by DTA have been completed, additional meetings may require fees beyond the maximum established if the agreed upon total fee amount has been completely expended based on hourly rates quoted herein. Task 20 Additional General and Technical Assistance Answer questions and provide technical advice to City regarding the CFD proceedings and financing during the period in which Tasks 14 - 19 are being completed, subject to Limitations in Compensation Schedule. This effort may include more extensive work related to these tasks, including assisting City in negotiations with the CFD Sponsor and merchant builders. These negotiations could involve, but are not limited to, the developer disclosure requirements, letter of credit and surety bond requirements, bond and CFD structuring scenarios, merchant builder land sales agreements , and the CFD Sponsor’s decisions that impact the financing of infrastructure for the Project. Consulting Services Agreement between March 1, 2018 City of South San Francisco and David Taussig & Associates-Exhibit B- Page 1 of 1 EXHIBIT B TASK ORDER On-Call Consulting Services Agreement TASK ORDER ## This Task Order pertains to the On -Call Consulting Services Agreement by and between the City of South San Francisco ("City"), and David Taussig & Associates ("CONSULTANT"), dated March 1, 2018 ("the Agreement"). Task Order ## is generally described as: 1. Sub-task 1. 2. Sub-task 2. 3. Sub-task 3, etc. Consultant shall perform the Consulting Services on the Project described below as provided herein and in the On-Call Consulting Services Agreement. This Task Order shall not be binding until it has been properly signed by both parties. Upon execution, this Task Order shall supplement the Agreement as it pertains to the Project described below. PROJECT NAME: Project Name TASK ORDER NUMBER: #:# Project Budget: $ Amount - numbers Task Order Scope: See attached, Attachment 1. [attach specific task scope and cost] This Task Order is executed this ____ day of ____________, YEAR. CONSULTANT FIRM NAME Approved: _________________________________________ Date: _________________________ Name Title CITY OF SOUTH SAN FRANCISCO Approved: _________________________________________ Date: _________________________ Richard Lee, Director of Finance Consulting Services Agreement between March 1, 2018 City of South San Francisco and David Taussig & Associates -Exhibit C - Page 1 of 2 EXHIBIT C COMPENSATION SCHEDULE HOURLY RATES David Taussig & Associates, Inc. 2018 Fee Schedule President/Managing Director Vice-President/Engineer Manager Senior Associate Associate Analyst Research Assistant $350/Hour $250/Hour $225/Hour $180/Hour $160/Hour $140/Hour $125/Hour LIMITATIONS In addition to fees for services, City shall reimburse DTA for out -of-pocket and administrative expenses by paying a charge equal to 3% of DTA’s monthly billings for labor, plus clerical time @ $75 per hour, travel costs, and any outside vendor payments, not to exceed a total of $1,000 annually. Hourly billing rates are also subject to cost -of-living increases after twelve (12) months from the execution of an agreement covering advisory and administrative support services. LEGAL DISCLOSURES DTA has never filed for bankruptcy in its 3 3 years in business. There are no existing or threatened litigation proceedings against DTA or any of its p rincipals and there have not been any in the last five (5) years. Additionally, DTA is unaware of any engagement which may interfere with the firm’s ability to provide independent and unbiased advice to the City. Consulting Services Agreement between March 1, 2018 City of South San Francisco and David Taussig & Associates-Exhibit D - Page 1 of 1 EXHIBIT D REIMBURSABLE EXPENSES Reimbursable Expenses. The following constitute reimbursable expenses authorized by this Agreement: mileage, parking, tolls, printing, out of area travel, conference calls, postage, express mail, and delivery. Reimbursable expense shall be attached by the Consultant for approval by the City and shall not exceed One Thousand Dollars ($1,000). Reimbursable expenses are included in the total amount of compensation provided under this Agreement that shall not be exceeded.