HomeMy WebLinkAbout5.3 Approval of Plans and Specifications, Contract, Agreement for Design Services, Artwork Selection, Public Art Agreement, and Budget Change Request, for the Historic Camp Parks Sign Rehabilitation and Relocationr
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DUBLI N
C A L I F 0 R N I A
DATE: April 1, 2025
STAFF REPORT
CITY COUNCIL
TO: Honorable Mayor and City Councilmembers
Agenda Item 5.3
FROM: Colleen Tribby, City Manager
SU B.ECT: Approval of Plans and Specifications and Award of Contract, Approval of
Agreement for Design Services, Artwork Selection and Approval of Public Art
Agreement, and Approval of Budget Change Request, for the Historic Camp
Parks Sign Rehabilitation and Relocation, PA0121
Prepared by.- Shaun Chilkotowsky, Parks & Community Services Manager
EXECUTIVE SUMMARY:
The City Council will consider actions related to the rehabilitation and relocation of the historic
Camp Parks entrance sign and guard shack. The actions include approving an agreement with
Page and Turnbull for design services, approving plans and specifications and awarding a
construction contract to ARG Conservation Services, Inc., approving the artwork selection and an
agreement with StudioFolia for the "Guards of Camp Parks"public art project, and approving a
budget change.
STAFF RECOMMENDATION:
Take the following actions: 1) adopt the Resolution Approving a Consulting Services Agreement
with Page and Turnbull for Design Services for the Rehabilitation and Relocation of the Historic
Camp Parks Entrance Sign and Guard Shack; 2) adopt the Resolution Approving the Plans and
Specifications and Awarding a Construction Contract to ARG Conservation Services, Inc., for the
Rehabilitation and Relocation of the Historic Camp Parks Entrance Sign and Guard Shack; and 3)
adopt the Resolution Approving a Public Art Agreement with StudioFolia for the "Guards of Camp
Parks"Public Art Project; approve the artwork selection; and approve the budget change.
FINANCIAL IMPACT:
As approved in the 2024-2029 Capital Improvement Program (CIP), the total budget for the
Rehabilitation and Relocation of the Historic Camp Parks Entrance Sign and Guard Shack, PA0121,
is $500,450. The total cost of the project is currently estimated at $780,248, which leaves a
shortfall of $279,798 as follows:
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Current Project Budget
$
500,450
Estimated Costs
Construction Contract
$
453,962
Public Art Agreement
$
28,000
Design Services
$
100,000
Other Soft Costs
$
198,286
Total
$
780,248
Shortfall
$ (279,798)
As sufficient funding is not currently available to complete the project, a budget change
(Attachment 6) has been prepared, which transfers $180,000 in available funds from completed
Public Art CIP projects and adds $100,000 to the project from the Public Art Fund.
DESCRIPTION:
Background
Camp Parks was first established as a military base in World War II. The area was unofficially
known as "Fleet City" and included Camp Parks (1942-46), a training and deployment center for
the United States Navy's Construction Battalions (Seabees); Camp Shoemaker (1943-46), a Navy
personnel distribution and separation center; and Shoemaker Naval Hospital (1943-46), one of
several Navy installations around the country where women were accepted as enlisted and officer
personnel.
The Camp Parks area later housed Alameda County's Santa Rita Jail (1946 - present); Parks Air
Force Base (1951-57); Civil Defense testing facilities (1959-1985); Federal Job Corps (1960s-
1970s); and the U.S. Army's Parks Reserve Forces Training Area (PRFTA, 1980-present).
In 1944, as a U.S. Navy Seabee ordered to Camp Parks during World War II, Bruce Goff designed
the Camp Parks entrance sign and attached guard shack.
In 1998, the U.S. Army evaluated the Camp Parks entrance sign and guard shack and determined it
eligible for listing on the National Register of Historic Places. In 1999, the State Historic
Preservation Officer, Office of Historic Preservation, concurred with this assessment. In the late
1990s, PRFTA and Fort Hunter Liggett (FHL) began investigating, restoring, and relocating the
sign and guard shack. The work included environmental reviews, hazardous material sampling,
and evaluation of the impacts on historical and cultural resources.
The current physical location of the sign and guard shack is at the original base entrance, which is
now closed. The sign can be seen when traveling along Dougherty Road just north of Scarlett
Drive. The proposed new location is adjacent to the new PRFTA entrance at Dougherty Road and
Camp Parks Boulevard, just outside the Dublin Camp Parks Military History Center.
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At its meeting of March 15, 2022, the City Council approved a Memorandum of Agreement (MOA)
memorializing a collaboration between the City and FHL/PRFTA to rehabilitate and relocate the
entrance sign and guard shack. The MOA formalized the roles and responsibilities, including that
the City will fund the design and construction, and FHL/PRFTA will continue to own and maintain
the sign, which sits on federal land. The MOA also includes language to ensure public access to the
sign.
Design Services
In October 2021, a Request for Proposals was issued for a design team consisting of a professional
artist with experience in historic building preservation, a historic architect, licensed engineers, or
any combination thereof that could complete the scope of work. Two responses were received,
and in December 2021, consultant interviews were conducted. Participants included Staff from the
Parks and Community Services Department, Public Works Department, and PRFTA/FHL.
At its March 15, 2022, meeting, the City Council adopted a resolution approving an agreement
with the historic preservation design firm Page and Turnbull to complete design services. The
total agreement had a compensation amount not to exceed $158,408 for base services and expired
on June 30, 2024.
As PRFTA/FHL had initially begun work on the rehabilitation and relocation of the sign, it was
anticipated that the scope of design services would be limited. Following the design kick-off, it was
discovered that more comprehensive design services were needed, including additional
exploration of the sign's structure and completion of due diligence reports. Page and Turnbull
drafted the necessary plans and specifications, however, due to the additional scope and the
expiration of the initial agreement, a new agreement is required which will allow the designer to
continue supporting the project. While the designer has completed the development of project
plans and specifications, additional support is required through the final construction phase of the
project. Staff recommends that the City Council adopt a resolution (Attachment 1) approving a
new Consulting Services Agreement with Page and Turnbull with a not -to -exceed amount of
$100,000 (Attachment 2).
Construction Contract Award
The City issued a bid package for contractors for the Camp Parks Sign and Guard Shack
Rehabilitation and Relocation Project on May 1, 2024. The bid package consisted of one base bid
item and one bid alternate item. The project was posted through all traditional channels, including
local newspapers, the City of Dublin Plan Room, local builders' exchanges, City website, and direct
contact from City Staff to local contractors, ensuring project visibility.
On June 13, 2024, the City of Dublin held the public bid opening, receiving one bid for a base bid
amount of $403,485 and no bid for the bid alternate item. A review of the contractors' bid package
identified items that were missing or not included. Additionally, the contractor indicated in the
statement of Bidder Qualifications that they had not completed the minimum number of projects
required in the project bid documents. Specifically, the Notice Inviting Bids and Bidder's
Questionnaire stipulated that bid proposals submitted by general contractors who have not
completed two qualifying projects within the past seven years shall be deemed non -responsible
and, therefore, rejected. On August 20, 2024, the City Council adopted a resolution deeming the
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bid non -responsive, resulting in the City having received no bids for the project.
In accordance with California Public Contract Code, Division 2, Part 3, Chapter 1 - Local Agency
Public Construction Act, Section 20166, if no bids are received, the City has met the competitive
bidding requirements and may proceed with completing the project without further compliance
with the Local Agency Public Construction Act. Staff reached out to numerous capable contractors
with recent experience working for the City, those currently engaged in non -City projects in the
area, and contractors with a proven track record in historic renovation projects. Due to the
project's unique nature and the expertise required, many contractors opted not to pursue it after
reviewing the project details. Following a recommendation, Staff began working with ARG
Conservation Services, Inc., to develop a proposal for the project. ARG first submitted a proposal
totaling $578,881. After working with Staff, ARG submitted a revised proposal totaling $453,962.
Staff reviewed the proposal, checked references and necessary licenses, and recommends that the
City Council award the construction contract to ARG Conservation Services, Inc.
To facilitate the approval of contract change orders and avoid construction delays, the resolution
awarding the contract would authorize the City Manager to approve change orders up to 10% of
the base contract amount. If the construction contract is awarded, Staff expects work to begin in
Summer 2025 and be completed by Fall 2025.
Additional Public Art
While the Camp Parks Sign and Guard Shack have many historical and artistic elements, the City
desires to commission additional Public Art that will enhance the overall site and complement the
newly rehabilitated and relocated Sign. This project falls within the goals and guidelines of the
City's Public Art Master Plan, including an emphasis on highly visible artwork along major
thoroughfares. The Sign is being relocated to a publicly accessible space within PRFTA directly
outside the Dublin Camp Parks Military History Center and will be visible along Dougherty Road,
one of the main north -south thoroughfares in Dublin.
To begin this component of the larger project, Staff utilized an existing list of qualified artists who
previously responded to a Request for Qualifications for the Heritage Park Public Art Project. On
April 19, 2023, Staff invited 19 artists to submit letters of interest for the Camp Parks Public Art
project, with seven artists responding.
On June 29, 2023, an Ad -Hoc Art Selection Committee of the Heritage and Cultural Arts
Commission met to review the artist portfolios and resumes. The Committee selected four artists
who were invited to develop a site -specific design proposal for this project. On September 12,
2023, the Committee convened to review the four site -specific design proposals. After
deliberation, two proposals were selected, with feedback provided for consideration. At its
meeting on November 9, 2023, the Heritage and Cultural Arts Commission reviewed the two
proposals, and recommended the artwork proposal titled "Guards of Camp Parks"by artist James
Dinh of StudioFolia. The proposal is included as part of Attachment S. The City Council is being
asked to review and approve the artworks selection as recommended by the Heritage and Cultural
Arts Commission and adopt a resolution (Attachment 4) approving a public art agreement. It is
expected that the artwork fabrication and installation timeline will align with the construction
timeline for the sign and guard shack.
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STRATEGIC PLAN INITIATIVE:
None.
NOTICING REQUIREMENTS/PUBLIC OUTREACH:
The City Council Agenda was posted, and copies were provided to consultants and contractors.
ATTACHMENTS:
1) Resolution Approving a Consulting Services Agreement with Page and Turnbull for Design
Services for the Rehabilitation and Relocation of the Historic Camp Parks Entrance Sign and
Guard Shack
2) Exhibit A to the Resolution - Consultant Services Agreement with Page & Turnbull
3) Resolution Approving the Plans and Specifications and Awarding a Construction Contract to
ARG Conservation Services, Inc., for the Rehabilitation and Relocation of the Historic Camp
Parks Entrance Sign and Guard Shack
4) Resolution Approving a Public Art Agreement with StudioFolia for the "Guards of Camp Parks"Public
Art Project
5) Exhibit A to the Resolution - Public Art Agreement with StudioFolia
6) Budget Change
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Attachment I
RESOLUTION NO. XX — 25
A RESOLUTION OF THE CITY COUNCIL
OF THE CITY OF DUBLIN
APPROVING A CONSULTING SERVICES AGREEMENT WITH PAGE AND TURNBULL FOR
DESIGN SERVICES FOR THE REHABILITATION AND RELOCATION OF THE HISTORIC
CAMP PARKS ENTRANCE SIGN AND GUARD SHACK
WHEREAS, the 2024-2029 Capital Improvement Program includes a project to fund the
rehabilitation and relocation of the historic Camp Parks entrance sign and guard shack; and
WHEREAS, the historic Camp Parks entrance sign and guard shack was designed by
renowned artist and architect Bruce Goff, while an active US Navy Seabee, around 1944; and
WHEREAS, the City entered into a consulting services agreement with historic
architecture firm Page and Turnbull to complete design services; and
WHEREAS, Page and Turnbull completed initial design services for the project under an
agreement that expired on June 30, 2024; and
WHEREAS, the City desires to enter into a new consulting services agreement with Page
and Turnbull, with a compensation not -to -exceed amount of $100,000, to complete final design
services and support the Project through construction.
NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Dublin does
hereby authorize the execution of a Consultant Services Agreement with Page and Turnbull for
design services for the Rehabilitation and Relocation of the Historic Camp Parks Entrance Sign
and Guard Shack, attached hereto as Exhibit A.
BE IT FURTHER RESOLVED that the City Manager is authorized to execute the
Agreement and make any necessary, non -substantive changes to the agreement to carry out
the intent of this Resolution.
PASSED, APPROVED AND ADOPTED this 1 St day of April 2025, by the following vote:
AYES:
NOES:
ABSENT:
ABSTAIN:
Mayor
ATTEST:
City Clerk
Reso. No. XX-25, Item X.X, Adopted 4/1 /2025 Page 1 of 1 41
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Attachment 2
Exhibit A to the Resolution
CONSULTING SERVICES AGREEMENT BETWEEN
THE CITY OF DUBLIN AND
PAGE AND TURNBULL
FOR
DESIGN SERVICES FOR THE RESTORATION/REHABILATION AND RELOCATION
OF THE HISTORIC CAMP PARKS ENTRANCE SIGN AND GUARD SHACK & ON -
CALL SERVICES AS NEEDED
THIS AGREEMENT for consulting services is made by and between the City of
Dublin ("City") and Page and Turnbull ("Consultant") (together sometimes referred to as
the "Parties") as of April 1, 2025 (the "Effective Date").
Section 1. SERVICES. Subject to the terms and conditions set forth in this
Agreement, Consultant shall provide to City the services described in the Scope of
Work attached as Exhibit A at the time and place and in the manner specified therein.
In the event of a conflict in or inconsistency between the terms of this Agreement and
Exhibit A, the Agreement shall prevail.
1.1 Term of Services. The term of this Agreement shall begin on the
Effective Date and shall end on June 30, 2028, unless the term of the
Agreement is otherwise terminated or extended, as provided for in Section
8. The time provided to Consultant to complete the services required by
this Agreement shall not affect the City's right to terminate the Agreement,
as referenced in Section 8. Notwithstanding the foregoing this Agreement
may be extended on a month to month basis for up to 6 months upon the
written consent of the Consultant and the City Manager, provided that: a)
sufficient funds have been appropriated for such purchase, b) the price
charged by the Consultant for the provision of the serves described in
Exhibit A does not increase. None of the foregoing shall affect the City's
right to terminate the Agreement as provided for in Section 8.
1.2 Standard of Performance. Consultant shall perform all services required
pursuant to this Agreement in the manner and according to the standards
observed by a competent practitioner of the profession in which
Consultant is engaged.
1.3 Assignment of Personnel. Consultant shall assign only competent
personnel to perform services pursuant to this Agreement. In the event
that City, in its sole discretion, at any time during the term of this
Agreement, desires the reassignment of any such persons, Consultant
shall, immediately upon receiving notice from City of such desire of City,
reassign such person or persons.
1.4 Time. Consultant shall devote such time to the performance of services
pursuant to this Agreement as may be reasonably necessary to meet the
Consulting Services Agreement between City of Dublin and
Page & Turnbull for Design Services
April 1, 2025
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standard of performance provided in Subsection 1.2 above and to satisfy
Consultant's obligations hereunder.
1.5 Public Works Requirements. Because the services described in Exhibit
A include "work performed during the design and preconstruction phases
of construction including, but not limited to, inspection and land surveying
work," the services constitute a public works within the definition of
Section 1720(a)(1) of the California Labor Code. As a result, Consultant is
required to comply with the provisions of the California Labor Code
applicable to public works.
1.6 Public Works Contractor Registration. Consultant agrees, in
accordance with Section 1771.1 of the California Labor Code, that
Consultant or any subconsultant shall not be qualified to bid on, be listed
in a bid proposal, subject to the requirements of Section 4104 of the Public
Contract Code, or engage in the performance of any contract for public
work, as defined in Chapter 1 of Part 7 of Division 2 of the California Labor
Code, unless currently registered and qualified to perform public work
pursuant to California Labor Code section 1725.5. It is not a violation of
this section for an unregistered contractor to submit a bid that is
authorized by Section 7029.1 of the Business and Professions Code or by
Section 10164 or 20103.5 of the Public Contract Code, provided the
contractor is registered to perform public work pursuant to Section 1725.5
at the time the contract is awarded. No contractor or subcontractor may
be awarded a contract for public work on a public works project unless
registered with the Department of Industrial Relations pursuant to
California Labor Code section 1725.5. Consultant agrees, in accordance
with Section 1771.4 of the California Labor Code, that if the work under
this Agreement qualifies as public work, it is subject to compliance
monitoring and enforcement by the Department of Industrial Relations.
Section 2. COMPENSATION. City hereby agrees to pay Consultant a sum not to
exceed $100,000, notwithstanding any contrary indications that may be contained in
Consultant's proposal, for services to be performed and reimbursable costs incurred
under this Agreement. In the event of a conflict regarding the amount of compensation
between this Agreement and Consultant's proposal, the Agreement shall prevail. City
shall pay Consultant for services rendered pursuant to this Agreement at the time and in
the manner set forth herein. The payments specified below shall be the only payments
from City to Consultant for services rendered pursuant to this Agreement. Consultant
shall submit all invoices to City in the manner specified herein. Except as specifically
authorized by City in writing, Consultant shall not bill City for duplicate services
performed by more than one person.
Consultant and City acknowledge and agree that compensation paid by City to
Consultant under this Agreement is based upon Consultant's estimated costs of
providing the services required hereunder, including salaries and benefits of employees
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and subcontractors of Consultant. Consequently, the Parties further agree that
compensation hereunder is intended to include the costs of contributions to any
pensions and/or annuities to which Consultant and its employees, agents, and
subcontractors may be eligible. City therefore has no responsibility for such
contributions beyond compensation required under this Agreement.
2.1 Invoices. Consultant shall submit invoices, not more often than once a
month during the term of this Agreement, based on the cost for services
performed and reimbursable costs incurred prior to the invoice date. No
individual performing work under this Agreement shall bill more than 2,000
hours in a fiscal year unless approved, in writing, by the City Manager or
his/her designee. Invoices shall contain the following information:
■ Serial identifications of progress bills; i.e., Progress Bill No. 1 for the
first invoice, etc.;
■ The beginning and ending dates of the billing period;
■ A Task Summary containing the original contract amount, the amount
of prior billings, the total due this period, the balance available under
the Agreement, and the percentage of completion;
■ A copy of the applicable time entries or time sheets shall be submitted
showing the following:
o Daily logs of total hours worked by each individual
performing work under this Agreement
o Hours must be logged in increments of tenths of an hour or
quarter hour
o If this Agreement covers multiple projects, all hours must
also be logged by project assignment
o A brief description of the work, and each reimbursable
expense
■ The total number of hours of work performed under the Agreement by
Consultant and each employee, agent, and subcontractor of
Consultant performing services hereunder;
■ The Consultant's signature;
Consultant shall give separate notice to the City when the total number
of hours worked by Consultant and any individual employee, agent, or
subcontractor of Consultant reaches or exceeds 800 hours within a 12-
month period under this Agreement and any other agreement between
Consultant and City. Such notice shall include an estimate of the time
necessary to complete work described in Exhibit A and the estimate of
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time necessary to complete work under any other agreement between
Consultant and City, if applicable.
2.2 Monthly Payment. City shall make monthly payments, based on invoices
received, for services satisfactorily performed, and for authorized
reimbursable costs incurred. City shall have 30 days from the receipt of
an invoice that complies with all of the requirements above to pay
Consultant.
2.3 Final Payment. City shall pay the last 10% of the total sum due pursuant
to this Agreement within 60 days after completion of the services and
submittal to City of a final invoice, if all services required have been
satisfactorily performed.
2.4 Total Payment. City shall pay for the services to be rendered by
Consultant pursuant to this Agreement. City shall not pay any additional
sum for any expense or cost whatsoever incurred by Consultant in
rendering services pursuant to this Agreement. City shall make no
payment for any extra, further, or additional service pursuant to this
Agreement.
In no event shall Consultant submit any invoice for an amount in excess of
the maximum amount of compensation provided above either for a task or
for the entire Agreement, unless the Agreement is modified prior to the
submission of such an invoice by a properly executed change order or
amendment.
2.5 Hourly Fees. Fees for work performed by Consultant on an hourly basis
shall not exceed the amounts shown on the compensation schedule
attached hereto as Exhibit A.
2.6 Reimbursable Expenses. Reimbursable expenses are specified in
Exhibit A. Expenses not listed in Exhibit A are not chargeable to City.
Reimbursable expenses are included in the total amount of compensation
provided under this Agreement that shall not be exceeded.
2.7 Payment of Taxes. Consultant is solely responsible for the payment of
employment taxes incurred under this Agreement and any similar federal
or state taxes.
2.8 Payment upon Termination. In the event that the City or Consultant
terminates this Agreement pursuant to Section 8, the City shall
compensate the Consultant for all outstanding costs and reimbursable
expenses incurred for work satisfactorily completed as of the date of
written notice of termination. Consultant shall maintain adequate logs and
timesheets to verify costs incurred to that date.
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2.9 Authorization to Perform Services. The Consultant is not authorized to
perform any services or incur any costs whatsoever under the terms of
this Agreement until receipt of authorization from the Contract
Administrator.
Section 3. FACILITIES AND EQUIPMENT. Except as set forth herein, Consultant
shall, at its sole cost and expense, provide all facilities and equipment that may be
necessary to perform the services required by this Agreement. City shall make
available to Consultant only the facilities and equipment listed in this section, and only
under the terms and conditions set forth herein.
City shall furnish physical facilities such as desks, filing cabinets, and conference space,
as may be reasonably necessary for Consultant's use while consulting with City
employees and reviewing records and the information in possession of the City. The
location, quantity, and time of furnishing those facilities shall be in the sole discretion of
City. In no event shall City be obligated to furnish any facility that may involve incurring
any direct expense, including but not limited to computer, long-distance telephone or
other communication charges, vehicles, and reproduction facilities.
Section 4. INSURANCE REQUIREMENTS. Before fully executing this Agreement,
Consultant, at its own cost and expense, unless otherwise specified below, shall
procure the types and amounts of insurance listed below against claims for injuries to
persons or damages to property that may arise from or in connection with the
performance of the work hereunder by the Consultant and its agents, representatives,
employees, and subcontractors. Consistent with the following provisions, Consultant
shall provide proof satisfactory to City of such insurance that meets the requirements of
this section and under forms of insurance satisfactory in all respects, and that such
insurance is in effect prior to beginning work. Consultant shall maintain the insurance
policies required by this section throughout the term of this Agreement. The cost of
such insurance shall be included in the Consultant's bid or proposal. Consultant shall
not allow any subcontractor to commence work on any subcontract until Consultant has
obtained all insurance required herein for the subcontractor(s) and provided evidence to
City that such insurance is in effect. VERIFICATION OF THE REQUIRED INSURANCE
SHALL BE SUBMITTED AND MADE PART OF THIS AGREEMENT PRIOR TO
EXECUTION. Consultant shall maintain all required insurance listed herein for the
duration of this Agreement.
4.1 Workers' Compensation.
4.1.1 General Requirements. Consultant shall, at its sole cost and
expense, maintain Statutory Workers' Compensation Insurance and
Employer's Liability Insurance for any and all persons employed
directly or indirectly by Consultant. The Statutory Workers'
Compensation Insurance and Employer's Liability Insurance shall
be provided with limits of not less than $1,000,000 per accident. In
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the alternative, Consultant may rely on a self-insurance program to
meet these requirements, but only if the program of self-insurance
complies fully with the provisions of the California Labor Code.
Determination of whether a self-insurance program meets the
standards of the California Labor Code shall be solely in the
discretion of the Contract Administrator.
The Workers' Compensation policy shall be endorsed with a waiver
of subrogation in favor of the entity for all work performed by the
Consultant, its employees, agents, and subcontractors.
4.1.2 Submittal Requirements. To comply with Subsection 4.1,
Consultant shall submit the following:
a. Certificate of Liability Insurance in the amounts specified in
the section; and
b. Waiver of Subrogation Endorsement as required by the
section.
4.2 Commercial General and Automobile Liability Insurance.
4.2.1 General Requirements. Consultant, at its own cost and expense,
shall maintain commercial general liability insurance for the term of
this Agreement in an amount not less than $1,000,000 and
automobile liability insurance for the term of this Agreement in an
amount not less than $1,000,000 per occurrence, combined single
limit coverage for risks associated with the work contemplated by
this Agreement. If a Commercial General Liability Insurance or an
Automobile Liability form or other form with a general aggregate
limit is used, either the general aggregate limit shall apply
separately to the work to be performed under this Agreement or the
general aggregate limit shall be at least twice the required
occurrence limit. Such coverage shall include but shall not be
limited to, protection against claims arising from bodily and
personal injury, including death resulting therefrom, and damage to
property resulting from activities contemplated under this
Agreement, including without limitation, blanket contractual liability
and 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
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Services Office Automobile Liability form CA 0001, Code 1 (any
auto). No endorsement shall be attached limiting the coverage.
4.2.3 Additional Requirements. Each of the following shall be included
in the insurance coverage or added as a certified endorsement to
the policy:
a. The Insurance shall cover on an occurrence or an accident
basis, and not on a claims -made basis.
b. City, its officers, officials, employees, and volunteers are to
be covered as additional insureds as respects: liability
arising out of work or operations performed by or on behalf
of the Consultant; or automobiles owned, leased, hired, or
borrowed by the Consultant.
C. Consultant hereby agrees to waive subrogation which any
insurer or contractor may require from vendor by virtue of the
payment of any loss. Consultant agrees to obtain any
endorsements that may be necessary to effect this waiver of
subrogation.
d. For any claims related to this Agreement or the work
hereunder, the Consultant's insurance coverage shall be
primary insurance as respects the City, its officers, officials,
employees, and volunteers. Any insurance or self-insurance
maintained by the City, its officers, officials, employees, or
volunteers shall be excess of the Consultant's insurance and
shall not contribute with it.
4.2.4 Submittal Requirements. To comply with Subsection 4.2,
Consultant shall submit the following:
a. Certificate of Liability Insurance in the amounts specified in
the section;
b. Additional Insured Endorsement as required by the section;
C. Waiver of Subrogation Endorsement as required by the
section; and
d. Primary Insurance Endorsement as required by the
section.
4.3 Professional Liability Insurance.
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4.3.1 General Requirements. Consultant, at its own cost and expense,
shall maintain for the period covered by this Agreement
professional liability insurance for licensed professionals performing
work pursuant to this Agreement in an amount not less than
$2,000,000 covering the licensed professionals' errors and
omissions. Any deductible or self -insured retention shall not
exceed $150,000 per claim.
4.3.2 Claims -Made Limitations. The following provisions shall apply if
the professional liability coverage is written on a claims -made form:
a. The retroactive date of the policy must be shown and must
be before the date of the Agreement.
b. Insurance must be maintained and evidence of insurance
must be provided for at least 3 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 3
years after completion of work under this Agreement.
d. A copy of the claim reporting requirements must be
submitted to the City for review prior to the commencement
of any work under this Agreement.
4.3.3 Submittal Requirements. To comply with Subsection 4.3,
Consultant shall submit the Certificate of Liability Insurance in the
amounts specified in the section.
4.4 All Policies Requirements.
4.4.1 Acceptability of Insurers. All insurance required by this section is
to be placed with insurers with a Bests' rating of no less than ANIL
4.4.2 Verification of Coverage. Prior to beginning any work under this
Agreement, Consultant shall furnish City with complete copies of all
Certificates of Liability Insurance delivered to Consultant by the
insurer, including complete copies of all endorsements attached to
the policies. All copies of Certificates of Liability Insurance and
certified endorsements shall show the signature of a person
authorized by that insurer to bind coverage on its behalf. If the City
does not receive the required insurance documents prior to the
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Consultant beginning work, it shall not waive the Consultant's
obligation to provide them. The City reserves the right to require
complete copies of all required insurance policies at any time.
4.4.3 Deductibles and Self -Insured Retentions. Consultant shall
disclose to and obtain the written approval of City for the self -
insured retentions and deductibles before beginning any of the
services or work called for by any term of this Agreement. At the
option of the City, either: the insurer shall reduce or eliminate such
deductibles or self -insured retentions as respects the City, its
officers, employees, and volunteers; or the Consultant shall provide
a financial guarantee satisfactory to the City guaranteeing payment
of losses and related investigations, claim administration and
defense expenses.
4.4.4 Wasting Policies. No policy required by this Section 4 shall
include a "wasting" policy limit (i.e. limit that is eroded by the cost of
defense).
4.4.5 Endorsement Requirements. Each insurance policy required by
Section 4 shall be endorsed to state that coverage shall not be
canceled by either party, except after 30 days' prior written notice
has been provided to the City.
4.4.6 Subcontractors. Consultant shall include all subcontractors as
insureds under its policies or shall furnish separate certificates and
certified endorsements for each subcontractor. All coverages for
subcontractors shall be subject to all of the requirements stated
herein.
4.5 Remedies. In addition to any other remedies City may have if Consultant
fails to provide or maintain any insurance policies or policy endorsements
to the extent and within the time herein required, City may, at its sole
option exercise any of the following remedies, which are alternatives to
other remedies City may have and are not the exclusive remedy for
Consultant's breach:
■ Obtain such insurance and deduct and retain the amount of the
premiums for such insurance from any sums due under the
Agreement;
■ Order Consultant to stop work under this Agreement or withhold any
payment that becomes due to Consultant hereunder, or both stop work
and withhold any payment, until Consultant demonstrates compliance
with the requirements hereof; and/or
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■ Terminate this Agreement.
Section 5. INDEMNIFICATION AND CONSULTANT'S RESPONSIBILITIES.
Consultant shall, to the extent permitted by law, including without limitation California
Civil Code 2782 and 2782.8, indemnify, hold harmless and assume the defense of, in
any actions at law or in equity, the City, its employees, agents, volunteers, and elective
and appointive boards, from all claims, losses, and damages, including property
damage, personal injury, death, and liability of every kind, nature and description,
arising out of, pertaining to or related to the negligence, recklessness or willful
misconduct of Consultant or any person directly or indirectly employed by, or acting as
agent for, Consultant, during and after completion of Consultant's work under this
Agreement.
With respect to those claims arising from a professional error or omission, Consultant
shall defend, indemnify and hold harmless the City (including its elected officials,
officers, employees, and volunteers) from all claims, losses, and damages arising from
the professionally negligent acts, errors or omissions of Consultant, however, the cost to
defend charged to Consultant shall not exceed Consultant's proportionate percentage
fault.
Consultant's obligation under this section does not extend to that portion of a claim
caused in whole or in part by the sole negligence or willful misconduct of the City.
Consultant shall also indemnify, defend and hold harmless the City from all suits or
claims for infringement of any patent rights, copyrights, trade secrets, trade names,
trademarks, service marks, or any other proprietary rights of any person or persons
because of the City or any of its officers, employees, volunteers, or agents use of
articles, products things, or services supplied in the performance of Consultant's
services under this Agreement, however, the cost to defend charged to Consultant shall
not exceed Consultant's proportionate percentage fault.
Consultant shall indemnify, defend with counsel acceptable to City, and hold harmless
City and its officers, elected 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 Consultant's performance of the
services called for 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.
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 Consultant to indemnify shall not apply when to do so would be
prohibited by California Civil Code Section 2782.
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The Consultant's obligation to defend and indemnify shall not be excused because of
the Consultant's inability to evaluate Liability or because the Consultant evaluates
Liability and determines that the Consultant is not liable to the claimant. The Consultant
must respond within 30 days to the tender of any claim for defense and indemnity by the
City. If the Consultant 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 Consultant 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 Consultant accepts or rejects the tender of
defense, whichever occurs first.
Section 6. STATUS OF CONSULTANT.
6.1 Independent Contractor. At all times during the term of this Agreement,
Consultant shall be an independent contractor and shall not be an
employee of City. This Agreement shall not be construed as an agreement
for employment. City shall have the right to control Consultant only insofar
as the results of Consultant's services rendered pursuant to this
Agreement and assignment of personnel pursuant to Subsection 1.3,
however, otherwise City shall not have the right to control the means by
which Consultant accomplishes services rendered pursuant to this
Agreement. Consultant further acknowledges that Consultant performs
Services outside the usual course of the City's business; and is
customarily engaged in an independently established trade, occupation, or
business of the same nature as the Consultant performs for the City and
has the option to perform such work for other entities. Notwithstanding
any other City, state, or federal policy, rule, regulation, law, or ordinance to
the contrary, Consultant and any of its employees, agents, and
subcontractors providing services under this Agreement shall not qualify
for or become entitled to, and hereby agree to waive any and all claims to,
any compensation, benefit, or any incident of employment by City,
including but not limited to eligibility to enroll in the California Public
Employees Retirement System (PERS) as an employee of City and
entitlement to any contribution to be paid by City for employer
contributions and/or employee contributions for PERS benefits.
6.2 Consultant Not an Agent. Except as City may specify in writing,
Consultant shall have no authority, express or implied, to act on behalf of
City in any capacity whatsoever as an agent. Consultant shall have no
authority, express or implied, pursuant to this Agreement to bind City to
any obligation whatsoever.
Section 7. LEGAL REQUIREMENTS.
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7.1 Governing Law. The laws of the State of California shall govern this
Agreement.
7.2 Compliance with Applicable Laws. Consultant and any subcontractors
shall comply with all laws and regulations applicable to the performance of
the work hereunder, including but not limited to, the California Building
Code, the Americans with Disabilities Act, and any copyright, patent or
trademark law. Consultant's failure to comply with any law(s) or
regulation(s) applicable to the performance of the work hereunder shall
constitute a breach of contract.
7.3 Other Governmental Regulations. To the extent that this Agreement
may be funded by fiscal assistance from another governmental entity,
Consultant and any subcontractors shall comply with all applicable rules
and regulations to which City is bound by the terms of such fiscal
assistance program.
7.4 Licenses and Permits. Consultant represents and warrants to City that
Consultant and its employees, agents, and any subcontractors have all
licenses, permits, qualifications, and approvals of whatsoever nature that
are legally required to practice their respective professions. Consultant
represents and warrants to City that Consultant and its employees,
agents, any subcontractors shall, at their sole cost and expense, keep in
effect at all times during the term of this Agreement any licenses, permits,
and approvals that are legally required to practice their respective
professions. In addition to the foregoing, Consultant and any
subcontractors shall obtain and maintain during the term of this
Agreement valid Business Licenses from City.
7.5 Nondiscrimination and Equal Opportunity. Consultant shall not
discriminate, on the basis of a person's race, sex, gender, religion
(including religious dress and grooming practices), national origin,
ancestry, physical or mental disability, medical condition (including cancer
and genetic characteristics), marital status, age, sexual orientation, color,
creed, pregnancy, genetic information, gender identity or expression,
political affiliation or belief, military/veteran status, or any other
classification protected by applicable local, state, or federal laws (each a
"Protected Characteristic"), against any employee, applicant for
employment, subcontractor, bidder for a subcontract, or participant in,
recipient of, or applicant for any services or programs provided by
Consultant under this Agreement.
Consultant shall include the provisions of this Subsection in any
subcontract approved by the Contract Administrator or this Agreement.
Section 8. TERMINATION AND MODIFICATION.
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8.1 Termination. City may cancel this Agreement at any time and without
cause upon written notification to Consultant.
Consultant may cancel this Agreement upon 30 days' written notice to City
and shall include in such notice the reasons for cancellation.
In the event of termination, Consultant shall be entitled to compensation
for services performed to the effective date of termination; City, however,
may condition payment of such compensation upon Consultant delivering
to City any or all documents, photographs, computer software, video and
audio tapes, and other materials provided to Consultant or prepared by or
for Consultant or the City in connection with this Agreement.
8.2 Extension. City may, in its sole and exclusive discretion, extend the end
date of this Agreement beyond that provided for in Subsection 1.1. Any
such extension shall require a written amendment to this Agreement, as
provided for herein. Consultant understands and agrees that, if City
grants such an extension, City shall have no obligation to provide
Consultant with compensation beyond the maximum amount provided for
in this Agreement. Similarly, unless authorized by the Contract
Administrator, City shall have no obligation to reimburse Consultant for
any otherwise reimbursable expenses incurred during the extension
period.
8.3 Amendments. The Parties may amend this Agreement only by a writing
signed by all the Parties.
8.4 Assignment and Subcontracting. City and Consultant recognize and
agree that this Agreement contemplates personal performance by
Consultant and is based upon a determination of Consultant's unique
personal competence, experience, and specialized personal knowledge.
Moreover, a substantial inducement to City for entering into this
Agreement was and is the professional reputation and competence of
Consultant. Consultant may not assign this Agreement or any interest
therein without the prior written approval of the Contract Administrator.
Consultant shall not subcontract any portion of the performance
contemplated and provided for herein, other than to the subcontractors
noted in the proposal, without prior written approval of the Contract
Administrator.
8.5 Survival. All obligations arising prior to the termination of this Agreement
and all provisions of this Agreement allocating liability between City and
Consultant shall survive the termination of this Agreement.
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8.6 Options upon Breach by Consultant. If Consultant materially breaches
any of the terms of this Agreement, City's remedies shall include, but are
not limited to, the following:
8.6.1 Immediately terminate the Agreement;
8.6.2 Retain the plans, specifications, drawings, reports, design
documents, and any other work product prepared by Consultant
pursuant to this Agreement;
8.6.3 Retain a different consultant to complete the work described in
Exhibit A not finished by Consultant; or
8.6.4 Charge Consultant the difference between the cost to complete the
work described in Exhibit A that is unfinished at the time of breach
and the amount that City would have paid Consultant pursuant to
Section 2 if Consultant had completed the work.
Section 9. KEEPING AND STATUS OF RECORDS.
9.1 Records Created as Part of Consultant's Performance. All reports,
data, maps, models, charts, studies, surveys, photographs, memoranda,
plans, studies, specifications, records, files, or any other documents or
materials, in electronic or any other form, that Consultant prepares or
obtains pursuant to this Agreement and that relate to the matters covered
hereunder shall be the property of the City. Consultant hereby agrees to
deliver those documents to the City upon termination of the Agreement. It
is understood and agreed that the documents and other materials,
including but not limited to those described above, prepared pursuant to
this Agreement are prepared specifically for the City and are not
necessarily suitable for any future or other use. City and Consultant agree
that, until final approval by City, all data, plans, specifications, reports and
other documents are confidential and will not be released to third parties
without prior written consent of both Parties.
9.2 Consultant's Books and Records. Consultant shall maintain any and all
ledgers, books of account, invoices, vouchers, canceled checks, and other
records or documents evidencing or relating to charges for services or
expenditures and disbursements charged to the City under this Agreement
for a minimum of 3 years, or for any longer period required by law, from
the date of final payment to the Consultant to this Agreement.
9.3 Inspection and Audit of Records. Any records or documents that
Subsection 9.2 of this Agreement requires Consultant to maintain shall be
made available for inspection, audit, and/or copying at any time during
regular business hours, upon oral or written request of the City. Under
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California Government Code Section 8546.7, if the amount of public funds
expended under this Agreement exceeds $10,000.00, the Agreement shall
be subject to the examination and audit of the State Auditor, at the request
of City or as part of any audit of the City, for a period of 3 years after final
payment under the Agreement.
Section 10. MISCELLANEOUS PROVISIONS.
10.1 Attorneys' Fees. If a party to this Agreement brings any action, including
an action for declaratory relief, to enforce or interpret the provision of this
Agreement, the prevailing party shall be entitled to reasonable attorneys'
fees in addition to any other relief to which that party may be entitled. The
court may set such fees in the same action or in a separate action brought
for that purpose.
10.2 Venue. In the event that either party brings any action against the other
under this Agreement, the Parties agree that trial of such action shall be
vested exclusively in the state courts of California in the County of
Alameda or in the United States District Court for the Northern District of
California.
10.3 Severability. If a court of competent jurisdiction finds or rules that any
provision of this Agreement is invalid, void, or unenforceable, the
provisions of this Agreement not so adjudged shall remain in full force and
effect. The invalidity in whole or in part of any provision of this Agreement
shall not void or affect the validity of any other provision of this Agreement.
10.4 No Implied Waiver of Breach. The waiver of any breach of a specific
provision of this Agreement does not constitute a waiver of any other
breach of that term or any other term of this Agreement.
10.5 Successors and Assigns. The provisions of this Agreement shall inure
to the benefit of and shall apply to and bind the successors and assigns of
the Parties.
10.6 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.
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Consultant shall not employ any City official in the work performed
pursuant to this Agreement. No officer or employee of City shall have any
financial interest in this Agreement that would violate California
Government Code Section 1090 et seq.
Consultant hereby warrants that it is not now, nor has it been in the
previous 12 months, an employee, agent, appointee, or official of the City.
If Consultant was an employee, agent, appointee, or official of the City in
the previous 12 months, Consultant warrants that it did not participate in
any manner in the forming of this Agreement. Consultant understands
that, if this Agreement is made in violation of California Government Code
Section 1090 et seq., the entire Agreement is void and Consultant will not
be entitled to any compensation for services performed pursuant to this
Agreement, including reimbursement of expenses, and Consultant will be
required to reimburse the City for any sums paid to the Consultant.
Consultant understands that, in addition to the foregoing, it may be subject
to criminal prosecution for a violation of California Government Code
Section 1090 et seq., and, if applicable, will be disqualified from holding
public office in the State of California.
At City's sole discretion, Consultant may be required to file with the City a
Form 700 to identify and document Consultant's economic interests, as
defined and regulated by the California Fair Political Practices
Commission. If Consultant is required to file a Form 700, Consultant is
hereby advised to contact the Dublin City Clerk for the Form 700 and
directions on how to prepare it.
10.8 Solicitation. Consultant agrees not to solicit business at any meeting,
focus group, or interview related to this Agreement, either orally or through
any written materials.
10.9 Contract Administration. This Agreement shall be administered by the
City Manager ("Contract Administrator"). All correspondence shall be
directed to or through the Contract Administrator or his or her designee.
10.10 Notices. Any written notice to Consultant shall be sent to:
Page and Turnbull
170 Maiden Lane, 5th Floor
San Francisco, CA 94108
Any written notice to City shall be sent to:
City of Dublin
Attn: City Manager
100 Civic Plaza
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Dublin, CA 94568
10.11 Integration. This Agreement, including the scope of work attached hereto
and incorporated herein as Exhibits A represents the entire and integrated
agreement between City and Consultant and supersedes all prior
negotiations, representations, or agreements, either written or oral.
Exhibit A Scope of Services & Compensation Schedule/Reimbursable
Expenses
10.12 Counterparts and Electronic Signatures. This Agreement may be
executed in multiple counterparts, each of which shall be an original and
all of which together shall constitute one agreement. Counterparts
delivered and/or signatures executed by City -approved electronic or digital
means shall have the same force and effect as the use of a manual
signature. Both Parties desire this Agreement to be electronically signed in
accordance with applicable federal and California law. Either Party may
revoke its agreement to use electronic signatures at any time by giving
notice to the other Party.
10.13 Certification per Iran Contracting Act of 2010. In the event that this
contract is for
one million dollars ($1,000,000.00) or more, by Consultant's signature
below Consultant certifies that Consultant, and any parent entities,
subsidiaries, successors or subunits of Consultant are not identified on a
list created pursuant to subdivision (b) of Section 2203 of the California
Public Contract Code as a person engaging in investment activities in Iran
as described in subdivision (a) of Section 2202.5, or as a person
described in subdivision (b) of Section 2202.5 of the California Public
Contract Code, as applicable.
10.14 Provisions Required For Public Works Contracts Pursuant To
California Labor Code Section 1720 Et Seq.
A. HOURS OF WORK:
i. In accordance with California Labor Code Section 1810, 8 hours of
labor in performance of the services described in Exhibit A shall
constitute a legal day's work under this contract.
ii. In accordance with California Labor Code Section 1811, the time of
service of any worker employed in performance of the services
described in Exhibit A is limited to 8 hours during any one calendar
day, and 40 hours during any one calendar week, except in
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Attachment 2
accordance with California Labor Code Section 1815, which
provides that work in excess of 8 hours during any one calendar
day and 40 hours during any one calendar week is permitted upon
compensation for all hours worked in excess of 8 hours during any
one calendar day and 40 hours during any one calendar week at
not less than one -and -one-half times the basic rate of pay.
iii. The Consultant and its subcontractors shall forfeit as a penalty to the
City $25 for each worker employed in the performance of the
services described in Exhibit A for each calendar day during which
the worker is required or permitted to work more than 8 hours in
any one calendar day, or more than 40 hours in any one calendar
week, in violation of the provisions of California Labor Code Section
1810 and following.
B. WAGES:
In accordance with California Labor Code Section 1773.2, the City has
determined the general prevailing wages in the locality in which the
services described in Exhibit A are to be performed for each craft or
type of work needed to be as published by the State of California
Department of Industrial Relations, Division of Labor Statistics and
Research, a copy of which is on file in the City Public Works Office
and shall be made available on request. The Consultant and
subcontractors engaged in the performance of the services
described in Exhibit A shall pay no less than these rates to all
persons engaged in performance of the services described in
Exhibit A.
In accordance with California Labor Code Section 1775, the
Consultant and any subcontractors engaged in performance of the
services described in Exhibit A shall comply with California Labor
Code Section 1775, which establishes a penalty for each worker
engaged in the performance of the services described in Exhibit A
that the Consultant or any subcontractor pays less than the
specified prevailing wage. The amount of such penalty shall be
determined by the Labor Commissioner and shall be based on
consideration of the mistake, inadvertence, or neglect of the
Consultant or subcontractor in failing to pay the correct rate of
prevailing wages, or the previous record of the Consultant or
subcontractor in meeting applicable prevailing wage obligations, or
the willful failure by the Consultant or subcontractor to pay the
correct rates of prevailing wages. A mistake, inadvertence, or
neglect in failing to pay the correct rate of prevailing wages is not
excusable if the Consultant or subcontractor had knowledge of their
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obligations under the California Labor Code. The Consultant or
subcontractor shall pay the difference between the prevailing wage
rates and the amount paid to each worker for each calendar day or
portion thereof for which each worker was paid less than the
prevailing wage rate. If a subcontractor worker engaged in
performance of the services described in Exhibit A is not paid the
general prevailing per diem wages by the subcontractor, the
Consultant is not liable for any penalties therefore unless the
Consultant had knowledge of that failure or unless the Consultant
fails to comply with all of the following requirements:
a. The contract executed between the Consultant and the
subcontractor for the performance of part of the services
described in Exhibit A shall include a copy of the
provisions of California Labor Code Sections 1771, 1775,
1776, 1777.5, 1813, and 1815.
b. The Consultant shall monitor payment of the specified
general prevailing rate of per diem wages by the
subcontractor by periodic review of the subcontractor's
certified payroll records.
c. Upon becoming aware of a subcontractor's failure to pay
the specified prevailing rate of wages, the Consultant
shall diligently take corrective action to halt or rectify the
failure, including, but not limited to, retaining sufficient
funds due the subcontractor for performance of the
services described in Exhibit A.
d. Prior to making final payment to the subcontractor, the
Consultant shall obtain an affidavit signed under penalty
of perjury from the subcontractor that the subcontractor
has paid the specified general prevailing rate of per diem
wages for employees engaged in the performance of the
services described in Exhibit A and any amounts due
pursuant to California Labor Code Section 1813.
iii. In accordance with California Labor Code Section 1776, the
Consultant and each subcontractor engaged in performance of the
services described in Exhibit A shall keep accurate payroll records
showing the name, address, social security number, work, straight
time and overtime hours worked each day and week, and the actual
per diem wages paid to each journeyman, apprentice, worker, or
other employee employed in performance of the services described
in Exhibit A. Each payroll record shall contain or be verified by a
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written declaration that it is made under penalty of perjury, stating
both of the following:
a. The information contained in the payroll record is true
and correct.
b. The employer has complied with the requirements of
California Labor Code Sections 1771, 1811, and 1815 for
any work performed by the employer's employees on the
public works project.
The payroll records required pursuant to California Labor Code
Section 1776 shall be certified and shall be submitted directly to the
Labor Commission, and available for inspection by the Owner and
its authorized representatives, the Division of Labor Standards
Enforcement, the Division of Apprenticeship Standards of the
Department of Industrial Relations and shall otherwise be available
for inspection in accordance with California Labor Code Section
1776.
iv. In accordance with California Labor Code Section 1777.5, the
Consultant, on behalf of the Consultant and any subcontractors
engaged in performance of the services described in Exhibit A,
shall be responsible for ensuring compliance with California Labor
Code Section 1777.5 governing employment and payment of
apprentices on public works contracts.
V. In case it becomes necessary for the Consultant or any
subcontractor engaged in performance of the services described in
Exhibit A to employ for the services described in Exhibit A any
person in a trade or occupation (except executive, supervisory,
administrative, clerical, or other non -manual workers as such) for
which no minimum wage rate has been determined by the Director
of the Department of Industrial Relations, the Consultant or
subcontractor shall pay the minimum rate of wages specified
therein for the classification which most nearly corresponds to
services described in Exhibit A to be performed by that person. The
minimum rate thus furnished shall be applicable as a minimum for
such trade or occupation from the time of the initial employment of
the person affected and during the continuance of such
employment.
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
Colleen Tribby, City Manager
Attest:
Marsha Moore, City Clerk
Approved as to Form:
City Attorney
Page and Turnbull
��,a.
OocuSigned by'.- 6"s��
1 RF]F17.riF71 AFC:47F
Lada Kocherovsky, Principal
Consultant's DIR Registration Number
(if applicable)
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April 1, 2025
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EXHIBIT A
SCOPE OF SERVICES
The City shall require professional design services on the Historic Camp Parks Sign Relocation
and Rehabilitation project. Work on the project may include, but is not limited to:
• Development of Design Guidelines, Feasibility Studies, Project Timelines/Schedules, Concept and
Schematic Designs, and Construction/Bid Documents in accordance with local, state, and federal
code standards.
• Review of site topographic surveys.
• Preparation of design alternatives.
• Preparation of phasing plans if needed, which identifies logical phases for development of the
project and designates what will be included in each phase.
• Preparation of cost estimates.
• Preparation of condition assessment reports.
• Remediation design services (ex. lead paint and/or asbestos removal).
• Construction Administration (CA) services
• Construction Inspection services.
• Construction Management (CM) services.
• Record Document preparation services.
• Code analysis and ADA evaluations and assistance with regulatory permitting and compliance
• Value Engineering analyses.
• Document and evaluate "As -Built" conditions of existing and potential facilities.
• Maintenance planning for historical structures and facilities.
• Perform quality control and quality assurance (QA/QC) review of all documents prior to submittal.
• Hiring of technical experts via sub -consultants for completion of tasks identified in scopes of work.
Consulting Services Agreement between City of Dublin and
Page and Turnbull for Design Services
April 1, 2025
Exhibit A — Page 1 of 2
63
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EXHIBIT A
Compensation Schedule/Hourly Rates:
Founding Principal ...................................
$315
Senior Preservation Specialist /
Principal..........................................$265 -
$305
Senior Project Manager ............................
$195
Director............................................$170 -
$245
Preservation Specialist 2 /
Project Manager .......................................
$170
Senior Architect /
Preservation Specialist 1...........................
$140
Senior Project Manager ...........................
$225
Junior Preservation Specialist...................
$125
Architect 2 / Project Manager ...................
$185
Architect 1................................................
$155
Interns ......................................................
$115
Senior Designer /
Senior Project Manager ...........................
$195
Marketing Director ....................................
$230
Designer 2 / Project Manager ...................
$160
Marketing Manager...................................
$195
Designer 1................................................
$135
Marketing Coordinator 2 ...........................
$170
Junior Designer ........................................
$125
Marketing Coordinator 1 ...........................
$150
Senior Cultural Resources Planner /
Controller ..................................................
$230
Senior Project Manager ...........................
$170
Senior Project Accountant ........................
$190
Cultural Resources Planner 2 /
Project Accountant 2.................................
$170
Project Manager .......................................
$150
Project Accountant 1.................................
$140
Cultural Resources Planner 1...................
$135
Jr. Cultural Resources Planner...............$120
Office Administrator..................................$125
Reimbursable Expenses
• Cost of printing or duplication of drawings,
specifications, reports, and cost estimates.
• Tolls, parking fees, and local travel
charged in accordance with IRS code.
• Long distance telephone service and
facsimile charges.
• Cost of models, special renderings,
photography, special printing of
publications, maps, and other supplies
required for the project.
• Postage and delivery charges.
• Fees for local licenses and permits required
to perform professional services.
• Travel, lodging, subsistence, and out-of-
pocket expenses for authorized travel in
connection with contract services.
*Subject to Annual Review and Adjustment
Consulting Services Agreement between City of Dublin and
Page and Turnbull for Design Services
April 1, 2025
Exhibit A — Page 2 of 2
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Attachment 3
RESOLUTION NO. XX — 25
A RESOLUTION OF THE CITY COUNCIL
OF THE CITY OF DUBLIN
APPROVING THE PLANS AND SPECIFICATIONS AND AWARDING A CONSTRUCTION
CONTRACT TO ARG CONSERVATION SERVICES, INC., FOR THE REHABILITATION AND
RELOCATION OF THE HISTORIC CAMP PARKS ENTRANCE SIGN AND GUARD SHACK
WHEREAS, the 2024-2029 Capital Improvement Program includes a project to fund the
rehabilitation and relocation of the historic Camp Parks entrance sign and guard shack; and
WHEREAS, the design team has completed the plans and specifications for the Project,
CIP No. PA0121, which will rehabilitate and relocate the historic Camp Parks sign and guard
shack, as further described in the plans and specifications for the Project on file with the City of
Dublin; and
WHEREAS, in accordance with the Dublin Municipal Code, California Public Contract
Code and other applicable laws, City Staff solicited competitive bids for the Project; and
WHEREAS, the City of Dublin, received no responsive bids at 2:00 PM on June 13, 2024,
which was the time and date that bids were due and would be publicly opened and read aloud in
City Hall for the Project; and
WHEREAS, in accordance with the California Public Contract Code, Local Agency Public
Construction Act, the City of Dublin met the competitive bidding requirements and may have the
project done without further complying with the Local Agency Public Construction Act; and
WHEREAS, the City of Dublin solicited proposals for construction of the Project from
capable contractors, receiving one proposal.
NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Dublin
approves the Plans and Specifications for the Rehabilitation and Relocation of the Historic Camp
Parks Entrance Sign and Guard Shack.
BE IT FURTHER RESOLVED that the City Council of the City of Dublin does hereby
award the Construction Contract for the Project to ARG Conservation Services, Inc. at a base
price of four -hundred fifty-three thousand nine -hundred sixty-two dollars and zero cents
($453,962.00).
BE IT FURTHER RESOLVED that the City Manager or designee is authorized to execute
the Construction Contract for the Project with ARG Conservation Services, Inc., and make any
necessary, non -substantive changes to carry out the intent of this Resolution.
BE IT FURTHER RESOLVED that the City Council of the City of Dublin does hereby
authorize the City Manager or designee to approve Project Contract Change Orders based on
the appropriated funds designated for the Project up to the contingency amount of 10% of the
base price amount.
Reso. No. XX-25, Item X.X, Adopted 4/1 /2025 Page 1 of 2 65
PASSED, APPROVED AND ADOPTED this 1 st day of April 2025, by the following vote:
AYES:
NOES:
ABSENT:
ABSTAIN:
Mayor
ATTEST:
City Clerk
Reso. No. XX-25, Item X.X, Adopted 04/1/25 Page 2 of 2 66
Attachment 4
RESOLUTION NO. XX — 25
A RESOLUTION OF THE CITY COUNCIL
OF THE CITY OF DUBLIN
APPROVING A PUBLIC ART AGREEMENT WITH STUDIOFOLIA FOR THE "GUARDS OF
CAMP PARKS" PUBLIC ART PROJECT
WHEREAS, the 2024-2029 Capital Improvement Program includes a project to fund the
rehabilitation and relocation of the historic Camp Parks entrance sign and guard shack; and
WHEREAS, while the historic Camp Parks entrance sign and guard shack has many
historical and artistic elements, the City desires to commission additional Public Art that will
enhance the overall site and complement the newly rehabilitated and relocated Sign; and
WHEREAS, from a list of qualified artists, 19 artists were invited to submit letters of
interest in the project, with seven responses received from interested artists, and the Ad -Hoc
Selection Committee invited four of the seven artists to submit site specific proposals; and
WHEREAS, the proposal by artist James Dinh of StudioFolia was recommended by the
Ad -Hoc Selection Committee and Heritage and Cultural Arts Commission; and
WHEREAS, artists James Dinh and StudioFolia has demonstrated ability to perform said
services.
NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Dublin does
hereby authorize the execution of a Public Art Agreement with StudioFolia for the design,
fabrication, and installation of a Public Art project at Parks Reserve Forces Training Area.
BE IT FURTHER RESOLVED that the City Manager is authorized to execute
amendments to the agreement, attached hereto as Exhibit A, and make any necessary, non -
substantive changes to carry out the intent of this Resolution.
PASSED, APPROVED AND ADOPTED this 1 st day of April 2025, by the following vote:
AYES:
NOES:
ABSENT:
ABSTAIN:
Mayor
ATTEST:
City Clerk
Reso. No. XX-25, Item X.X, Adopted 4/1/2025 Page 1 of 1 67
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Attachment 5
Exhibit A to the Resolution
PUBLIC ART AGREEMENT BETWEEN
THE CITY OF DUBLIN AND STUDIOFOLIA
THIS AGREEMENT is made by and between the City of Dublin ("City") and
StudioFolia ("Artist") as of April 1, 2025, for the purposes and on the terms and conditions set
forth below.
RECITALS
WHEREAS, the City requires the services of Artist to perform artistic services described
in the Agreement for a public art project as described under Section 8.58 of the Dublin
Municipal Code; and
WHEREAS, the City is authorized by Section 2.36.050 of the Dublin Municipal Code to
contract for the specialized services of the artist contemplated by this Agreement; and
WHEREAS, Artist is qualified and desires to perform the artistic services required by the
City as set forth in this Agreement; and
WHEREAS, the City Council, on April 1, 2025, authorized the City Manager to execute
an agreement between City and Artist for the preparation of a final design, fabrication and
installation for a public art sculpture.
NOW, THEREFORE, in consideration of the mutual promises contained herein, the
parties hereto agree as follows:
AGREEMENT
1. SERVICES. Subject to the terms and conditions set forth in this Agreement, Artist shall
provide to City the services necessary to provide the artwork ("Work") described in the Artist
Proposal described in Exhibit A, and in the Scope of Work attached as Exhibit B 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 B, the Agreement shall prevail.
1.1 Term of Services. The term of this Agreement shall begin on the date first noted
above and shall end on the date of completion specified in Exhibit B, and Artist shall complete
the Work described in Exhibit A prior to that date, unless the term of the Agreement is otherwise
terminated or extended, as provided for in Section 17. The time provided to Artist to complete
the services required by this Agreement shall not affect the City's right to terminate the
Agreement, as provided for in Section 17.
1.2 Standard of Performance. Artist 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 Artist is engaged in the geographical area in which Artist
practices its profession. Artist shall prepare all work products 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 Artist's profession.
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1.3 Assignment of Personnel. Artist 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, Artist
shall, immediately upon receiving notice from City of such desire of City, reassign such person
or persons.
1.4 Time. Artist 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 1.1 above and to satisfy Artist's obligations hereunder.
2. SCOPE OF WORK. Artist shall provide a final design, fabrication and installation of
the artwork "Guards of Camp Parks " for Camp Parks Public Art project as more specifically
described in Exhibit A and Exhibit B of this Agreement.
2.1 The City shall be responsible for providing the Artist, without cost, copies of
designs, drawings, reports, and other relevant data needed by the Artist to design and execute the
Project.
2.2 The Artist shall, whenever required during the term of this Agreement, present to
the City in writing, drawing, or other appropriate media for further review and approval any
significant changes in the scope, design, color, size, material, utility, support requirements,
texture, or location of the site or the Work. A significant change is any change that could affect
the future installation, scheduling, site preparation, or maintenance of the Work, or the concept
of the Work as represented in the original concept design included in Exhibit A.
2.3 The City may, at any time, request the Artist in writing to (a) revise portions of
the services that he/she has previously completed in a satisfactory manner; (b) delete portions of
the Scope of the Work that the Artist has not yet performed; (c) perform additional work beyond
the Scope of Work to be provided in Exhibit B; and, (d) make other changes within the General
Scope of the Work to be performed under this Agreement. In the event of such a written request,
the Artist may, but shall not be obligated to agree to any such request.
2.4 In the event the request for change is agreed to by the Artist, this Agreement shall
be amended, in writing, specifying the agreed changes, including, but not limited to, a
description of services, additional budget, payment schedule, and timetable. In the event that the
Artist does not agree to the request, the City shall be entitled to terminate the Agreement for
cause pursuant to Section 17 herein.
2.5 No services for which additional compensation will be charged shall be provided
by the Artist without the prior written authorization by the City.
3. COMPENSATION. City hereby agrees to pay Artist a sum not to exceed $28,000 as
specified in the Payment Schedule as described in Exhibit C, notwithstanding any contrary
indications that may be contained in Artist's proposal, for services to be performed under this
Agreement; or subject to additional amounts for any revisions requested and change order
approved by the City as provided for in Section 2.3 above or elsewhere in this Agreement. In the
event of a conflict between this Agreement and Artist's proposal, attached as Exhibit A,
regarding the amount of compensation, the Agreement shall prevail. City shall pay Artist for
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services rendered pursuant to this Agreement at the time and in the manner set forth herein. The
payments specified in Exhibit C shall be the only payments from City to Artist for services
rendered pursuant to this Agreement. Artist shall submit all invoices to City in the manner
specified herein. Except as specifically authorized by City, Artist shall not bill City for duplicate
services performed by more than one person.
Artist and City acknowledge and agree that compensation paid by City to Artist under
this Agreement is based upon Artist's estimated costs of providing the services required
hereunder, including salaries and benefits of employees and subcontractors of Artist.
Consequently, the parties further agree that compensation hereunder is intended to include the
costs of contributions to any pensions and/or annuities to which Artist and its employees, agents,
and subcontractors may be eligible. City therefore has no responsibility for such contributions
beyond compensation required under this Agreement.
3.1 Invoices. Artist shall submit invoices as specified in Exhibit B and Exhibit C,
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. Invoices shall
contain the following information:
(a) Serial identifications of each billable phase; i.e., Bill No. 1 Phase I for the
first invoice, etc.;
(b) The beginning and ending dates of the billing period;
(c) A Task Summary containing the original contract amount, the amount of
prior billings, the total due this period, the balance available under the Agreement, the Artist's
signature.
3.2 Total Pam. City shall pay for the services to be rendered by Artist pursuant to
this Agreement. City shall not pay any additional sum for any expense or cost whatsoever
incurred by Artist 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 Artist 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.
3.3 Payment of Taxes. Artist is solely responsible for the payment of employment
taxes incurred under this Agreement and any similar federal or state taxes.
3.4 Payment upon Termination. In the event that the City or Artist terminates this
Agreement pursuant to Section 17, the City shall compensate the Artist for all outstanding costs
and reimbursable expenses incurred for work satisfactorily completed as of the date of written
notice of termination. Artist shall maintain adequate logs and timesheets in order to verify costs
incurred to that date.
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3.5 Authorization to Perform Services. The Artist 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.
4. FACILITIES AND EQUIPMENT. Except as set forth herein, Artist shall, at his/her
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 Artist only the facilities and
equipment listed in Exhibit B, and only under the terms and conditions set forth herein.
5. RESPONSIBILITY OF THE ARTIST
5.1 The Artist agrees that an essential element of this Agreement is the skill and
creativity of the Artist. The Artist shall not assign the creative or artistic portions of the Work to
another party for the production of the Work without the written consent of the City. Failure to
conform to this provision may be cause for termination of this Agreement, at the sole option of
the City.
5.2 The Artist shall be responsible for providing services described in Exhibit B,
including but not limited to, the quality and timely completion of the services. As part of the
Work, Artist shall be responsible for designing the Work, as described in Exhibit A, so that it
can be constructed without exceeding the approved overall budget for the Work of $28,000. The
Artist shall, without additional compensation, correct or revise any errors, omissions, or other
deficiencies in his/her Work.
5.3 The Artist shall complete the fabrication and installation of the Work in
substantial conformity with the attached Exhibit B, Scope of Work.
5.4 The risk of loss or damage to the Work shall be borne by the Artist until final
acceptance by City. The Artist shall take such measures as are necessary to protect the Work
from loss or damage until final acceptance by City.
6. TIMELY PROVISION OF SERICES; DAMAGES FOR DELAYED
PERFORMANCE. The parties agree that in the performance of the terms and requirements of
this Agreement by the Artist that time is of the essence. Artist shall devote such time to the
performance of services pursuant to this Agreement as may be reasonably necessary for
satisfactory performance of Artist's obligations pursuant to this Agreement.
6.1 Damages for Delayed Performance. Subject to reasonable proof and
documentation confirming the same submitted by the City, Artist shall be liable for all incidental
and consequential damages resulting, directly or indirectly, from delays in performance caused
by Artist's acts or omissions. Damages may include, but are not limited to the cost to retrofit the
Work installation area should Artist not meet installation schedule as specified in Exhibit B. The
Artist shall not be liable to City for damages resulting from delays caused by force majeure or by
acts or omissions of City, Architect or the General Contractor; or third parry vandalism, except to
the extent Artist failed reasonably to mitigate such damages. Illness, Injury, Death or Incapacity.
Should Artist die, become ill, injured or otherwise incapacitated (collectively, "incapacitated")
such that Artist is unable to work for any period not exceeding 30 days (whether consecutive or
non-consecutive), any delay arising out of such incapacity will be allowed by City whenever it is
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practicable to do so, considering the facts and circumstances of the Work, the Project, the
Architect, the General Contractor and the Client. City may require Artist to provide medical
certification of any claimed incapacity. In the event Artist is incapacitated such that Artist is
unable to work for a period exceeding a total of 30 days (whether consecutive or
nonconsecutive), City may, at its option, undertake to complete and install the Work in Artist's
absence, so long as the final Work is substantially similar to that designed by Artist. If City
undertakes to complete the Work, City shall give due consideration to Artist's suggestions, and
Artist may disclaim authorship of the Work. If City exercises its option to implement the Work
in Artist's absence, any compensation paid or payable to Artist shall be reduced by the costs and
expenditures of City in completion and installation of the Work. In case of incapacity exceeding
30 days, the following person shall be Artist's representative vis-a-vis the City for purposes of
this Section 6 unless otherwise directed in writing by the Artist:
Name: StudioFolia
Attn: James Dinh
Address: 12723 Park Street
City, State, ZIP: Cerritos, CA 90703
Phone: 562-841-2512
Email: james@studiofolia.com
7. APPROVAL AND FINAL ACCEPTANCE OF WORK. Payment does not imply
acceptance of work. The granting of any payment by City, or the receipt thereof by Artist, shall
in no way lessen the liability of Artist to replace unsatisfactory work, equipment, or materials,
although the unsatisfactory character of such work, equipment or materials may not have been
apparent or detected at the time such payment was made. Materials, equipment, components, or
workmanship that does not conform to the requirements of this Agreement may be rejected by
City and in such case must be replaced by Artist without as soon as possible.
7.1 The granting or withholding of any approval by the City shall be determined by
the City in its sole and reasonable discretion. However, the City shall approve all deliverables if
they materially conform to plans or Contract Documents previously approved by the City. If the
City withholds approval of any deliverables or Phase, in addition to other rights or remedies
available to the City under the Agreement or applicable law, the City shall have the right to
terminate this Agreement immediately and shall have no further obligations under this
Agreement.
7.2 Final Acceptance. Artist shall advise the City in writing when Artist has
completed all obligations, services and deliverables under this Agreement and all modifications.
The City promptly shall send a Notice of Response identifying in writing any obligations,
services, or deliverables that Artist has not satisfactorily met, any defects in Artist's
performance, and the requirements for Artist to cure any such default. Artist shall have twenty
(20) days from dispatch of the Notice of Response to cure any defects in Artist's performance
identified in the City's Notice of Response. The Work shall not be officially accepted by City
unless the City has issued a resolution of Final Acceptance. City shall make a good faith effort
to make a determination as to Final Acceptance promptly. Final Acceptance occurs once Work is
delivered and installing in consultation with Parks Department, and City and inspected and
approved the Work.
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7.3 Public Art Collection. Upon Final Acceptance, the City shall accession the Work
into the Public Art Collection.
8. WARRANTIES/STANDARDS
8.1 Unique. Artist warrants that the design of the Work as expressed in the Proposal,
Exhibit A, is an edition of one, and that neither Artist nor Artist's agents will execute or
authorize another to execute another work of the same or substantially similar image, design,
dimensions and materials as the Work. Artist may create works that utilize or incorporate various
individual art elements that comprise the Work, so long as the work utilizing or incorporating
such individual elements (1) does not consist predominantly of such elements, (2) is not the same
or substantially similar in image, design, dimensions and materials as the Work, and (3) is not
displayed in an environment that is the same or substantially similar to the environment in which
the Work is to be displayed at the site.
8.2 Warranty of Title. Artist represents and warrants that Artist is the sole author of
the Work and that Artist is the sole owner of any and all copyrights pertaining to the Work.
Artist further represents that the Work is free and clear of any liens and that there are no
outstanding disputes in connection with property rights, intellectual property rights or any other
rights in the Work or any parts of the Work.
8.3 The Artist shall faithfully perform the work required under this Agreement in
accordance with standards of care, skill, training, diligence, and judgment provided by highly
competent professionals who perform work of a similar nature to the Work described in this
Agreement. Artist 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 removal of any such persons, Artist shall, immediately upon receiving
notice from City of such desire of City, cause the removal of such person or persons, unless in
the Artist's sole opinion, the skill or creativity of such person or persons is essential to the
creation of the Work.
8.4 Warranty of Workmanship. The Artist shall guarantee his/her Work to be free
from faults of material and workmanship for a period of one (1) year after installation and Final
Acceptance by the City. The Artist shall deliver the Work to the City free and clear of any liens
from any source whatsoever. The foregoing guarantees shall apply only to the Work that is
entirely that of the Artist or persons responsible to the Artist, as installed, and shall not apply to
materials or workmanship of projects in which the Work of the Artist is integrated or combined,
or to materials purchased, acquired, or installed by a person or entity not responsible to the
Artist.
8.5 Warranty of Public Safety. Artist represents and warrants that the Work will not
pose a danger to public health or safety in view of the possibility of misuse, if such misuse is in a
manner that was reasonably foreseeable at any time during the term of this Agreement.
8.6 Warranty of Acceptable Standard of Display and Operation. Artist represents and
warrants that:
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8.6.1 Occasional or minimal cleaning and repair of the Work and any associated
working parts and/or equipment will maintain the Work within an acceptable standard of public
display;
8.6.2 Foreseeable exposure to the elements and general wear and tear will cause
the Work to experience only minor repairable damages and will not cause the Work to fall below
an acceptable standard of public display; and
8.6.3 With general routine cleaning and repair, and within the context of
foreseeable exposure to the elements and general wear and tear, the Work will not experience
irreparable conditions that do not fall within an acceptable standard of public display, including
mold, rust, fracturing, staining, chipping, tearing, abrading and peeling.
8.7 Manufacturer's Warranties. To the extent the Work incorporates products
covered by a manufacturer's warranty, Artist shall provide copies of such warranties to City.
9. MAINTENANCE OF WORK
9.1 Unless specifically provided in this Agreement, Artist shall not be responsible for
ongoing maintenance of the Work.
9.2 Artist shall provide the City with a General Maintenance Plan for the Work, with
a detailed description of future anticipated maintenance requirements; a recommended
maintenance schedule; anticipated and required care and/or replacement/upgrade of any part of
the Work and associated moving parts or equipment including any staff time involved in
displaying or operating Work and the frequency of such staff involvement; and written
instructions and manufacturer's specifications for reasonably foreseeable maintenance and
preservation activities relating to the Work.
9.3 The Work shall be durable, taking into consideration that the installation site is an
unsecured public space that may be exposed to elements such as weather, temperature variation,
and considerable movement of people and equipment. Artist shall ensure that all maintenance
requirements will be reasonable in terms of time and expense.
9.4 Although City strives to maintain the Public Art Collection in good repair and
condition, City is not required by this Agreement to maintain the Work to any particular
standard. City may determine to allow the Work to deteriorate in accordance with the Work's
temporary life span, if deemed appropriate by City or if City lacks sufficient funds for required
maintenance and/or conservation. If the Work suffers deterioration, City shall have sole
discretion to determine whether to remove the Work from display as a result of deterioration,
whether to replace any portion of the Work or translate any component into new media, or
whether to maintain the Work on display despite its deteriorated condition.
9.5 The anticipated life span of the Work is 25 years from the date of final acceptance
by the City. After that time, the City in its sole discretion may re-evaluate the Work to determine
if it retains its identity as a work of art and, if not, whether to take appropriate action, including
the possibility of destroying the Work. If the City determines that, through decay, vandalism or
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other forces, the Work has lost its integrity to the point where it should be destroyed, the City
shall first offer the Work to Artist free of charge and in writing.
10. ARTIST'S RIGHTS; CITY'S OWNERSHIP RIGHTS
10.1 Artwork Removal. The Work may be removed from the Site at any time. Artist
acknowledges and understands that the installation of the Work at the Site may subject the Work
to destruction, distortion, mutilation, or other modification due to the acts of the City or third
parties or to its removal, repair, maintenance, storage, or transfer of ownership.
10.2 The City intends to display the Work as originally created by Artist in Exhibit A
and to maintain the Work in good condition. Public artworks commissioned by the City are
sometimes integrated into their site, such that they become an integral, permanent and site -
specific part of a building's architecture or landscaped environment and removal of the Work
would result in significant changes to the Work and the building's architecture. City, however,
shall preserve complete flexibility to operate and manage City property in the public's interest.
Therefore, City retains the absolute right to alter the Work in City's sole judgment. For example,
City may alter the Work to eliminate hazard, to comply with the Americans with Disabilities
Act, to otherwise aid City in the management of its property and affairs, or through neglect or
accident. If, during or after the term of this Agreement, City finds the Site to be inappropriate,
City has the right to install the Work at an alternate location that City chooses in its sole
discretion. If the Work is free-standing such that it can be removed without significant damage to
the Work or the Site, and if the City authorizes the removal of the Work, the City shall take
reasonable precautions to minimize alteration of the Work during removal.
10.3 With respect to the Work produced under this Agreement, and in consideration of
the procedures and remedies specified in this Agreement, Artist waives any and all claims,
arising at any time and under any circumstances, against City, its officers, agents, employees,
successors and assigns, arising under the federal Visual Artists Rights Act (and 113(d)), the
California Art Preservation Act (Cal. Civil Code §§987 et seq.), and any other local, state,
federal, or international laws that convey rights of the same nature as those conveyed under 17
U.S.C. § 106A, Cal. Civil Code §§987 et seq., or any other type of moral right protecting the
integrity of works of art. If the Work is incorporated into a building such that the Work cannot be
removed from the building without alteration of the Work, Artist waives any and all such claims
against any future owners of the site, and its agents, officers and employees, for alteration of the
Work. Artist shall provide City with aforementioned waivers prior to the commencement of
work.
10.4 If City intends to take any action with respect to the site or the Work that would
alter the Work, other than routine cleaning and maintenance, the following procedures shall
apply:
10.4.1 Notice. Where time permits, City shall make reasonable good faith efforts
to notify Artist at least twenty (20) calendar days prior to authorizing any alteration of the Work,
at the last phone number or address provided by Artist to the City's Contract Administrator.
Where time does not permit prior to alteration of the Work — for example, in cases of public
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hazard, accident or unauthorized alteration — City shall notify Artist within thirty (30) calendar
days after such alteration.
10.4.2 Consultation. After receiving such notice, Artist shall consult with City to
determine whether the Work can be restored or relocated, and to attempt to come to a mutually
agreeable plan for disposition of the Work. Such consultation shall be without charge by Artist
unless otherwise specifically agreed in writing. If City intends to remove the Work, Artist shall
consult regarding methods to minimize or repair any Alteration to the Work caused by such
removal and the potential costs of such removal.
10.4.3 Restoration. If the Work is altered, with or without prior notice to Artist,
and City intends to maintain the Work on display, City shall make a reasonable good faith effort
to engage Artist in the restoration of the Work and to compensate Artist for Artist's time and
efforts at fair market value, which may be the subject of a future Agreement between Artist and
City. However, City has no obligation under this Agreement to restore the Work to its original
condition, to compensate Artist for any restoration work, or to maintain the Work on display. If
Artist fails or refuses to negotiate with City in good faith with respect to any restoration, City
may contract with any other qualified art conservator or artist for such restoration. During
Artist's lifetime, City shall make best efforts not to display or de -accession only a portion of the
Work without Artist's consent.
10.4.4 Removal by Artist. Where time permits, if City intends to take action that
will destroy or significantly alter the Work, such as destruction of all or part of the site, and City
determines that it will not remove the Work itself, City shall allow Artist to remove the Work at
Artist's expense within 60 days of notice from the City of the need to remove the Work, in which
case title shall revert to Artist. If Artist fails to remove the Work within that 60 day period, City
may alter the Work in any manner, including destroying it, in City's sole discretion.
10.4.5 Remedies. If City breaches any of its obligations under this Section,
Artist's remedies shall be limited as follows: If City inadvertently fails to provide a required
prior notice of alteration, City will provide notice as soon as it discovers the omission, and before
alteration of the Work if that remains possible. If City alters the Work without providing Artist a
required prior notice of alteration, Artist shall be given the first right of refusal to restore the
Work at the same location and City shall make reasonable efforts to provide funding for the
restoration. If City funds cannot be made available after reasonable efforts are made to secure
such funding, Artist may, but is not obligated to, restore the Work at Artist's expense. If Artist
elects not to restore the Work, City may retain another artist or conservator to restore it, or may
Alter the Work in any manner, at City's sole discretion.
10.5 If City alters the Work without Artist's consent in a manner that is prejudicial to
Artist's reputation, Artist retains the right to disclaim authorship of the Work in accordance with
California Civil Code §987(d) and 17 U.S.C. §106A(a)(2).
10.6 Except as provided in this Agreement, with respect to third parties who are not
officers, employees, agents, successors or assigns of City, Artist retains Artist's moral rights in
the Work, as established in the Visual Artists Rights Act (17 U.S.C. §§106A and 113(d)), the
California Art Preservation Act (Cal. Civil Code §§987 and 989), or any other local, state,
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federal or international moral rights laws that protect the integrity of works of art. Accordingly,
nothing herein shall prevent Artist from pursuing a claim for alteration of the Work against a
third party who is not an officer, employee, agent, successor or assign of City. City has no
obligation to pursue claims against third parties to remedy or prevent alteration of the Work.
However, as owner of the Work, City may pursue claims against third parties for damages or to
restore the Work if the Work has been altered without City's authorization.
11. INTELLECTUAL PROPERTY AND PUBLICITY RIGHTS
11.1 Copyright. Subject to usage rights and licenses granted to City hereunder, Artist
shall retain all 17 U.S.C. § 106 copyrights in all original works of authorship produced under this
Agreement. Artist's copyright shall not extend to predominantly utilitarian aspects of the Work,
such as landscaping elements, furnishings, or other similar objects. If Artist is comprised of two
or more individual persons, the individual persons shall be deemed joint authors of the Work.
11.1.1 Artist agrees that all work performed under this Agreement shall comply
with all applicable patent, trademark and copyright laws, rules, regulations and codes of the State
of California and the United States. Artist hereby represents and warrants that the work does not,
and Artist has not and will not, utilize any protected patent, trademark or copyright in
performance under this Agreement unless and until Artist has obtained proper permission and all
releases and other necessary documents.
11.1.2 Artist agrees to release, indemnify, defend, and save harmless City, its
officers and employees from any and all claims, damages, suits, costs, expenses, liabilities,
actions or proceedings of any kind resulting from the performance under this Agreement which
infringes upon any patent, trademark or copyright or other right protected by law.
11.2 City's Intellectual Prosy License. Artist grants to City, and to City's agents,
authorized contractors and assigns, an unlimited, non-exclusive and irrevocable license to do the
following with respect to the Work, the Work, and any original works of authorship created
under this Agreement, whether in whole or in part, in all media (including electronic and digital)
throughout the universe:
11.2.1 Implementation, Use, and Display. City may use and display the Work (to
the extent the Work includes graphic representations or models) and the Work. To the extent the
Work involves design elements that are incorporated by City into the design of the site, City may
implement such elements at the site.
11.2.2 Reproduction and Distribution. Artist hereby grants to City a perpetual,
royalty -free, non-exclusive license to reproduce or perform any works created under this
Agreement for any City purpose. City may make and distribute, and authorize the making,
display and distribution of, photographs and other 2-dimensional reproductions. City may use
such reproductions for any City -related purpose, including advertising, educational and
promotional materials, brochures, books, flyers, postcards, print, broadcast, film, electronic and
multimedia publicity, gifts for City benefactors, documentation of City's Public Art Collection,
and catalogues or similar publications. City shall ensure that such reproductions are made in a
professional and tasteful manner, in the sole and reasonable judgment of the City. The proceeds
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from the sale of any such reproductions shall be used to maintain and support City's Public Art
Collection or for any other public purposes that City deems appropriate. The license granted
hereunder includes the right to create 2-dimensional reproductions on items such as tote -bags, T-
shirts, coffee mugs and similar merchandise. Nothing hereunder shall be construed to constrain
Artist from creating posters, note cards, or other reproductions of the Work with appropriate
credit to the City.
11.2.3 Public Records Requests. Any documents provided by Artist to City are
public records and City may authorize third parties to review and reproduce such documents
pursuant to public records laws, including the San Francisco Sunshine Ordinance and California
Public Records Act.
11.3 Third Party Infringement. The City is not responsible for any third party
infringement of Artist's copyright and is not responsible for protecting the intellectual property
rights of Artist.
11.4 Credit. All reproductions by the City shall contain a credit to the Artist and a
copyright notice substantially in the following form: "James Dinh(c), date." The Artist shall use
his/her best efforts to include a credit reading substantially "An original work commissioned by
the City of Dublin, California" in any public showing under the Artist's control of reproductions
of the Work.
11.5 Publicity. City shall have the right to use Artist's name, likeness, and
biographical information, in connection with the display or reproduction and distribution of the
Work including all advertising and promotional materials regarding City or the City. Artist shall
be reasonably available to attend any inauguration or presentation ceremonies relating to the
public dedication of the Work.
11.6 Trademark. In the event that City's use of the Work creates trademark, service
mark or trade dress rights in connection with the Work, City shall have an exclusive and
irrevocable right in such trademark, service mark, or trade dress.
11.7 Resale Rom. If City sells the Work as a fixture to real property, and if the
resale value of the Work is not itemized separately from the value of the real property, the parties
agree that the resale price of the Work shall be presumed to be less than the purchase price paid
by City under this Agreement. Thus, City has no obligation to pay resale royalties pursuant to
California Civil Code §986 or any other law requiring the payment of resale royalties. If City
sells the Work as an individual piece, separate from or itemized as part of a real property
transaction, City shall pay to Artist a resale royalty to the extent required by law, based upon the
sale price of the Work.
11.8 If for any reason the proposed design is not implemented, all rights to the
proposed Work shall be retained by the Artist. The City shall have no right to implement the
proposed Work, whether or not protected by copyright, unless and until the City and the Artist
enter into a subsequent agreement for the implementation of the proposed design.
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12. OWNERSHIP OF RESULTS AND RISK OF LOSS
12.1 Title Transfer. Except in the case of early termination of this Agreement, title to
the Artwork shall transfer from Artist to City upon the City's Final Acceptance of the Work.
Title transfer shall be self-executing upon City's Final Acceptance. Artist will cooperate in
providing to City any title transfer documents City may request or require during or after the
Term of this Agreement.
12.2 Risk of Loss. The risk of loss or damage to the Work shall be borne solely by
Artist until Final Acceptance of the Work by the City. Artist shall take steps to protect the Work
from loss or damage. The City staff shall make a good faith effort to inspect the Work within 15
days after completion so that the City can approve the Work by resolution in a timely fashion.
12.3 Ownership of Documents. Conceptual Design, Design Development Documents,
Construction Documents, Samples, Mock-ups and all other documents prepared and submitted
by Artist to the City pursuant to this Agreement shall belong to the City. Artist may retain
originals of such documents and items and provide copies to City.
13. INSURANCE REQUIREMENTS. Before beginning any work under this Agreement,
Artist, at its own cost and expense, shall procure "occurrence coverage" insurance 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 Artist and its agents, representatives, employees, and
subcontractors. Artist 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 to the City.
Artist 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 Artist's bid. Artist shall not
allow any subcontractor to commence work on any subcontract until Artist has obtained all
insurance required herein for the subcontractor(s) and provided evidence thereof to City.
Verification of the required insurance shall be submitted and made part of this Agreement prior
to execution.
13.1 Commercial General and Automobile Liability Insurance.
13.1.1 General Requirements. Artist, 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 ($1,000,000.00) per occurrence, TWO
MILLION DOLLARS ($2,000,000.00) aggregate, 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.
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13.1.2 Minimum Scope of Coverage. Commercial general coverage shall be at
least as broad as Insurance Services Office Commercial General Liability occurrence form CG
0001 (ed. 11/88) or Insurance Services Office form number GL 0002 (ed. 1/73) covering
comprehensive General Liability and Insurance Services Office form number GL 0404 covering
Broad Form Comprehensive General Liability. Automobile coverage shall be at least as broad as
Insurance Services Office Automobile Liability form CA 0001 (ed. 12/90) Code 8 and 9 ("any
auto"). No endorsement shall be attached limiting the coverage.
13.1.3 Additional Requirements. Each of the following shall be included in the
insurance coverage or added as an endorsement to the policy:
(a) City and its officers, employees, agents, and volunteers shall be covered as
additional insureds with respect to each of the following: liability arising out of activities
performed by or on behalf of Artist, including the insured's general supervision of Artist;
products and completed operations of Artist; premises owned, occupied, or used by Artist; and
automobiles owned, leased, or used by the Artist. The coverage shall contain no special
limitations on the scope of protection afforded to City or its officers, employees, agents, or
volunteers.
(b) The insurance shall cover on an occurrence or an accident basis, and not
on a claims -made basis.
(c) An endorsement must state 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.
(d) Any failure of Artist to comply with reporting provisions of the policy
shall not affect coverage provided to City and its officers, employees, agents, and volunteers.
(e) An endorsement shall state that coverage shall not be canceled except after
thirty (30) days' prior written notice by certified mail, return receipt requested, has been given to
the City. Artist shall notify City within fourteen (14) days of notification from Artist's insurer if
such coverage is suspended, voided or reduced in coverage or in limits.
13.2 All Policies Requirements.
13.2.1 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.
13.2.2 Verification of Coverage. Prior to beginning any work under this
Agreement, Artist shall furnish City with certificates of insurance and with original
endorsements effecting coverage required herein. The certificates and endorsements for each
insurance policy are to be signed by a person authorized by that insurer to bind coverage on its
behalf. The City reserves the right to require complete, certified copies of all required insurance
policies, at any time.
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13.2.3 Subcontractors. Artist shall include all subcontractors as insureds under
its policies or shall furnish separate certificates and endorsements for each subcontractor. All
coverages for subcontractors shall be subject to all of the requirements stated herein.
13.2.4 Variation. The City may approve a variation in the foregoing insurance
requirements, upon a determination that the coverages, scope, limits, and forms of such
insurance are either not commercially available, or that the City's interests are otherwise fully
protected.
13.2.5 Deductibles and Self -Insured Retentions. Artist 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.
During the period covered by this Agreement, only upon the prior express written
authorization of Contract Administrator, Artist 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 Artist 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.
13.2.6 Notice of Reduction in Coverage. In the event that any coverage required
by this section is reduced, limited, or materially affected in any other manner, Artist shall
provide written notice to City at Artist's earliest possible opportunity and in no case later than
five (5) days after Artist is notified of the change in coverage.
13.3 Remedies. In addition to any other remedies City may have if Artist 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 Artist'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 Artist to stop work under this Agreement or withhold any payment
that becomes due to Artist hereunder, or both stop work and withhold any payment, until Artist
demonstrates compliance with the requirements hereof; and/or
(c) Terminate this Agreement.
14. INDEMNIFICATION AND ARTIST'S RESPONSIBILITIES. Artist shall
indemnify, defend with counsel mutually selected by the City and Artist, and hold harmless the
City and its officials, officers, employees, agents, and volunteers from and against any and all
losses, 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, to the extent caused, in whole or in part, by the willful misconduct
or negligent acts or omissions of Artist or its employees, subcontractors, or agents, by acts for
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which they could be held strictly liable, or by the quality or character of their work. The
foregoing obligation of Artist shall not apply when (1) the injury, loss of life, damage to
property, or violation of law arises wholly from the negligence or willful misconduct of the City
or its officers, employees, agents, or volunteers and (2) the actions of Artist or its employees,
subcontractor, or agents have contributed in no part to the injury, loss of life, damage to property,
or violation of law. It is understood that the duty of Artist to indemnify and hold harmless
includes the duty to defend as set forth in Section 2778 of the California Civil Code. Acceptance
by City of insurance certificates and endorsements required under this Agreement does not
relieve Artist from liability 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 insurance policies are determined to apply. By execution of this Agreement,
Artist acknowledges and agrees to the provisions of this Section and that it is a material element
of consideration.
In the event that Artist or any employee, agent, or subcontractor of Artist 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, Artist shall indemnify, defend, and hold harmless City for the payment
of any employee and/or employer contributions for PERS benefits on behalf of Artist 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.
15. STATUS OF ARTIST AS INDEPENDENT CONTRACTOR
15.1 Independent Contractor. At all times during the term of this Agreement, Artist
shall be an independent contractor and shall not be an employee of City. City shall have the
right to control Artist only insofar as the results of Artist's services rendered pursuant to this
Agreement and the assignment of personnel. Otherwise City shall not have the right to control
the means by which Artist accomplishes services rendered pursuant to this Agreement.
Notwithstanding any other city, state, or federal policy, rule, regulation, law, or ordinance to the
contrary, Artist 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.
15.2 Nothing contained in this Agreement shall be construed as limiting the right of
Artist to engage in his/her profession separate and apart from this Agreement so long as such
activities do not interfere with the performance by Artist of his/her obligations as set forth in this
Agreement.
15.3 Artist is not an Agent. Except as City may specify in writing, Artist shall have no
authority, express or implied, to act on behalf of City in any capacity whatsoever as an agent.
Artist shall have no authority, express or implied, pursuant to this Agreement to bind City to any
obligation whatsoever.
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16. LEGAL REQUIREMENTS
16.1 Governing Law. The laws of the State of California shall govern this Agreement.
16.2 Compliance with Applicable Laws. Artist and any subcontractors shall comply
with all laws applicable to the performance of the work hereunder.
16.3 Other Governmental Regulations. To the extent that this Agreement may be
funded by fiscal assistance from another governmental entity, Artist and any subcontractors shall
comply with all applicable rules and regulations to which City is bound by the terms of such
fiscal assistance program.
16.4 Licenses and Permits. Artist represents and warrants to City that Artist 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.
Artist represents and warrants to City that Artist 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, Artist and any subcontractors shall obtain and maintain
during the term of this Agreement valid Business Licenses from City.
16.5 Nondiscrimination and Equal Opportunity. Artist 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 Artist under this Agreement. Artist 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 subject of this Agreement, including but not limited to the satisfaction of any
positive obligations required of Artist thereby.
16.6 Prevailing Wage. This Agreement may be subject to prevailing wage.
Where applicable, if Artist's work involves fabrication and/or installation at the Site,
without limitation of any other provision of this of the Agreement, Artist must pay or cause to be
paid, prevailing wages for all work done under this Agreement as required by California law. All
subcontractors hired by Artist in relation to this Agreement must be registered, pursuant to
Section 1725.5 of the California Labor Code. Where applicable, this project may be subject to
compliance monitoring and enforcement by the Department of Industrial Relations ("DIR").
Where applicable, in the performance of the Agreement, employees of Artist and all
subcontractors, engaged by the Artist carrying out covered work shall be responsible for
compliance with California Labor Code Sections 1776 (payroll records, retention, inspection,
noncompliance penalties, rules, and regulations) and 1777.5 (employment of registered
apprentices, wages, standards, number, apprenticeship or trade, exemptions, and contributions),
and submit weekly for each week in which any contract work is performed a certified copy of all
payrolls for its employees and a certified copy of all its subcontractor's payrolls directly to the
California Labor Commissioner, DIR, and the City within one week following week when work
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is performed. Payrolls shall conform to the requirements of the Labor Code Section 1776 and
shall be in the form acceptable to the City.
Pursuant to appropriate sections of the Labor Code of the State of California, the Director
of the DIR has ascertained the general prevailing rate of wages (which rate includes employer
payments for health and welfare, vacation, pension, and similar purposes) applicable to the work
provided by covered contractors for straight time, overtime, Saturday, Sunday and holiday work.
Where applicable, Artist shall post a copy of the prevailing wage rates at the Site or material
staging area.
Workers employed in work covered by prevailing wage must be paid at the rates at least
equal to the prevailing wage rates as adopted. If Artist uses a craft or classification not shown on
the prevailing wage determinations, Artist may be required to pay the wage rate of that craft or
classification most closely related to it as shown in the general determinations effective at the
time of award of this Agreement. Failure to pay such prevailing wages shall subject the employer
to the penalties set forth in Labor Code Section 1775.
If Artist requires the use of employees and/or subcontractors in order to perform any
work related to the Artist's Services, Artist will contact the City to set up a meeting to discuss
the following: project registration with DIR, certified payroll upload into California DIR eCPR,
and submission of statement of compliance with monthly invoice
17. TERMINATION AND MODIFICATION
17.1 Termination. City may cancel this Agreement at any time and without cause upon
written notification to Artist.
Artist may cancel this Agreement upon thirty (30) days' written notice to City and shall
include in such notice the reasons for cancellation.
In the event of termination, Artist shall be entitled to compensation for services
performed to the effective date of termination; City, however, may condition payment of such
compensation upon Artist delivering to City any or all documents, photographs, computer
software, video and audio tapes, and other materials provided to Artist or prepared by or for
Artist or the City in connection with this Agreement.
17.2 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. Artist understands and agrees
that, if City grants such an extension, City shall have no obligation to provide Artist 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 Artist for
any otherwise reimbursable expenses incurred during the extension period.
17.3 Amendments. The parties may amend this Agreement only by a writing signed
by all the parties.
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17.4 Assignment and Subcontracting. City and Artist recognize and agree that this
Agreement contemplates personal performance by Artist and is based upon a determination of
Artist'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 Artist. Artist may not assign this Agreement or any
interest therein without the prior written approval of the Contract Administrator. Artist 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.
17.5 Survival. All obligations arising prior to the termination of this Agreement and
all provisions of this Agreement allocating liability between City and Artist shall survive the
termination of this Agreement.
17.6 Options upon Breach by Artist. If Artist materially breaches any of the terms of
this Agreement, City's remedies shall include, but not be limited to, the following:
17.6.1 Immediately terminate the Agreement;
17.6.2 Retain the plans, specifications, drawings, reports, design documents, and
any other work product prepared by Artist pursuant to this Agreement;
17.6.3 Retain a different Artist to complete the work described in Exhibit A not
finished by Artist; or
17.6.4 Charge Artist 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 Artist pursuant to Section 2 if Artist had completed the work.
18. KEEPING AND STATUS OF RECORDS
18.1 Cily Access to Work; Inspection of Work and Work. City shall have the
reasonable right to, at its sole expense, inspect the Work, including the Work, at the fabrication
Site during any phase of the project at any time. In the event that all or part of the Work is
created in a location other than the Site, the City shall have the right to inspect the Work,
including the Work, at any phase of the project following forty-eight (48) hours written notice
from the City to the Artist. The Artist shall be responsible for facilitating City's prompt access to
Artist's property or the property of the Artist's subcontractors where the Work or portions of the
Work are being fabricated or installed.
18.2 Status Reports. Artist shall submit written reports regarding the status of the
Work, including the Work, as may be reasonably requested by the City. The City shall determine
the format for the content of such reports. The timely submission of all reports is a necessary and
material term and condition of this Agreement. The reports, including any copies, shall be
submitted on recycled paper and printed on double -sided pages to the maximum extent possible.
18.3 Artist Availability. Artist or Artist's authorized agent shall be available at Artist's
sole expense for up to two (2) visits to Dublin to ensure the proper installation and operation of
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the Work. During each visit to Dublin, unless otherwise agreed upon by the City, the Artist's
visit shall last for at least a full eight (8) hour day.
18.4 Records Created as Part of Artist's Performance. With the exception of model
submitted with initial proposal, 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 Artist prepares or obtains pursuant to this
Agreement and that relate to the matters covered hereunder shall be the property of the City.
Artist 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 Artist 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. It is also agreed
that proposal model remains property of the Artist and will be returned to Artist after the finished
sculpture is installed.
18.5 Artist's Books and Records. Artist 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 three (3) years, or for any longer period required by law, from the
date of final payment to the Artist to this Agreement.
18.6 Inspection and Audit of Records. Any records or documents that Section 9.2 of
this Agreement requires Artist 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 DOLLARS ($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.
19. MISCELLANEOUS PROVISIONS
19.1 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.
19.2 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.
19.3 Severability. If a court of competent jurisdiction finds or rules that any provision
of this Agreement is invalid, void, or unenforceable, the provisions of this Agreement not so
adjudged shall remain in full force and effect. The invalidity in whole or in part of any provision
of this Agreement shall not void or affect the validity of any other provision of this Agreement.
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19.4 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.
19.5 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.
19.6 Use of Recycled Products. Artist 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.
19.7 Conflict of Interest. Artist may serve other clients, but none whose activities
within the corporate limits of City or whose business, regardless of location, would place Artist
in a "conflict of interest," as that term is defined in the Political Reform Act, codified at
California Government Code Section 81000 et seq.
Artist 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.
Artist 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 Artist was an employee, agent,
appointee, or official of the City in the previous twelve (12) months, Artist warrants that it did
not participate in any manner in the forming of this Agreement. Artist understands that, if this
Agreement is made in violation of Government Code § 1090 et. seq., the entire Agreement is
void and Artist will not be entitled to any compensation for services performed pursuant to this
Agreement, including reimbursement of expenses, and Artist will be required to reimburse the
City for any sums paid to the Artist. Artist 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.
19.8 Solicitation. Artist agrees not to solicit business at any meeting, focus group, or
interview related to this Agreement, either orally or through any written materials.
19.9 Contract Administration. This Agreement shall be administered by the City
Manager or his/her designee ("Contract Administrator"). All correspondence shall be directed
to or through the Contract Administrator or his or her designee.
19.10 Notices. Any written notice to Artist shall be sent to:
Name: StudioFolia
Attn: James Dinh
Address: 12723 Park Street
City, State, ZIP: Cerritos, CA 90703
Phone: 562-841-2512
Email: james@studiofolia.com
Name: StudioFolia
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Any written notice to City shall be sent to:
City Manager
City of Dublin
100 Civic Plaza
Dublin, CA 94568
(925)833-6645
19.11 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 responsibility."
19.12 Inte rag tion. This Agreement, including the proposal, scope of work, and payment
schedule attached hereto and incorporated herein as Exhibits A, B and C, represents the entire
and integrated agreement between City and Artist and supersedes all prior negotiations,
representations, or agreements, either written or oral.
SIGNATURES ON FOLLOWING PAGE
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IN WITNESS WHEREOF, the parties have executed this Agreement as of he date first stated
above.
CITY: ARTIST:
Signed by:
By: By:
Name: Colleen Tribby Name: James Dinh, StudioFolia
Title: City Manager
ATTEST:
Name: Marsha Moore
Title: City Clerk
APPROVED AS TO FORM:
go
Name: John Bakker
Title: City Attorney
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EXHIBIT A
Artist Proposal
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Historic Camp Parks Public Art
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INSPIRATION
• The historic Camp Parks Sign was based in part on a
hexagon geometry. This is the shape of honeycombs.
• Bees are viewed as organized, hard-working, and
collaborators —just like the men and women who
serve in the military. It takes an "army" of bees to build
honeycombs.
• Honeycomb shapes are one of the strongest yet light
structures. For these reasons, the shape is used in
automotive and aerospace parts.
• The proposed artwork is inspired by the honeycomb
motif, with its symbolism, and by photos of guards
standing like columns at the guard shack.
• The artwork is intended to complement the historic
sign yet be a distinctive, interactive element.
Historic Camp Parks Public Art
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DESIGN NARRATIVE
• The proposed artwork is composed of 2 free-standing
hexagonal columns.
• Each column is made of an internal steel structure.
Powder -coated aluminum panels will be attached to
each side of the columns.
• The panels have a honeycomb pattern of
monochromatic colors. The artist is open to suggestions
regarding color(s).
• Overlaid on some of the "cells" are historic photos of
Camp Parks . The artist will work with the Camp Parks
Military History Center to select the photos.
• The honeycomb pattern visually connects the artwork
to the historic sign, while creating visual interest from
all sides.
• Visible to passersby, the artwork will create photo
opportunities for visitors to the Camp Parks.
Historic Camp Parks Public Art
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MATERIALS
• Internal structure of column > 3/8- thick bars, aluminum / steel.
• Image panels > 1/8" thick, grade 5021, powder -coated aluminum
panels.
• Image panels attached to structure with "expanding pop rivets".
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INSTALLATION
• Internal structure of column will have a base plate.
• The base plate will be bolted directly to the concrete
paving with wedge anchor bolts. This will allow for
the artwork to be moved if necessary.
Historic Camp Parks Public Art
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FABRICATOR
Local
Open to recommendations
Non -local
PRECISION METAL CRAFTS
11965 Rivera Rd Santa
Fe Springs, CA
INSTALLER
Concrete contractor or other
Open to recommendations
Historic Camp Parks Public Art
MAINTENANCE
• Periodic washing down with water and non abrasive
soap to keep debris and grime to a minimum. Use a
wet sponge or rag to remove any superficial stains or
bird droppings. Dry with a non-abrasive cloth.
• DO NOT power wash. DO NOT use abrasive products
or materials, highly acidic cleaners or cleaners with
unknown chemicals.
• Tough stains can be cleaned with mild cleaners like
Windex and damp cloth, and then rinsed with water
and dried.
• Should significant physical damage occur to the
artwork, the artist should be contacted immediately
before any repairs are made.
Tm,,�4img Removal
• Start with cleaners such as Simple Green or Windex.
• Alternatively, use DISAPPEAR Organic Graffiti/Adhesive
Remover.
• For tough marks, use Professional's Choice Shadow Max.
• Rinse with warm water and wipe dry with a soft cloth.
studiofolia
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ARTIST BACKGROUND
James Dinh founded the design practice Studiofolia in 2010 with the simple mission of
connecting people to memory and place through public art. Because the context and
requirements of each project are different, his design process is based on an approach rather than
a singular style. This focus on site -specificity is reflected in the diversity of his built projects
located in different communities across the U.S. He is based in Cerritos, Los Angeles County.
Union at the End of the Tunnel, 2023
Vista Canyon Metrolink Station, Santa Clarita, California
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EXHIBIT B
Scope of Work
SCHEDULE FOR COMPLETION OF WORK. The following schedule shall be adhered
to in the performance of the work. During the term of this Agreement, the City Project
Manager must approve Artist's work at each phase of development before the Artist
proceeds to the next phase. The City Project Manager for this Agreement is:
Shaun Chilkotowsky
Parks & Community Services Department
100 Civic Plaza
Dublin, CA 94568
(925) 556-4565
Shaun.Chikotowsky@dublin.ca.gov
DELIVERABLES:
• Fully Executed Contract
DUE DATE:
April 30, 2025
• Evidence of All Required Insurance, Dublin April 30, 2025
Business License
The scope of work under this phase includes completion of the design, engineering,
and fabrication of the two artwork columns.
• If necessary, the Artist shall work with a California licensed engineer to provide the
City with stamped drawings for the artworks. Drawings include site location and
structural drawings that include all necessary calculations.
• Artist will complete design and fabrication, according to the artist proposal
previously approved by the City. This includes thoughtful research and picture
selection to ensure accurate representation of artwork as its being developed.
• Artist will submit drafts of image panel layouts to the City Project Manager for review
and approval.
• Phase will be considered complete when all deliverables, including engineered
drawings if applicable, have been received by City Project Manager. Payment may
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be released earlier than date specified should Phase be deemed complete.
• Should artist wish to make changes during the process, Artist will obtain City's
written approval for any changes substantial enough to be visible to a layperson.
DELIVERABLES:
DUE DATE:
• Fabrications of artworks columns complete. Oct 1, 2025 (EST.)
Following the City's approval, there will be no
changes to the design without mutual consent of
the Artist and the City.
The scope of work under this phase includes the completion of the footing elements (by
others) and installation of the artwork columns.
• Phase will be considered complete when all deliverables have been received by
City Project Manager. Payment may be released earlier than date specified should
Phase be deemed complete.
• Artist shall create an installation plan indicating the staging and sequence of all
aspects of installation. The Installation Plan must include a detailed description of
the estimated duration of installation, the equipment to be used, and all workers who
will be on site to assist.
• Working in cooperation with the City, Artist will work with the City and contractors to
ensure work done by others is done in preparation for installation of the artwork
columns.
• Prior to installation of Artwork, Artist's shall verify in writing that the preparation of
the artwork attachment or mounting system and installation is being implemented in
accordance industry standard best practices and approved by City.
• Artist shall supply all hardware necessary for installation and complete installation.
DELIVERABLES: DUE DATE:
• Delivery and installation plan developed with Oct 15, 2025 (EST.)
City.
Nov 10, 2025 (EST.)
• Successful installation of artwork columns and
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immediate initial inspection.
• Final inspection by the City of Dublin and Parks
Reserve Forces Training Area.
• Receipt of Artwork Maintenance Records
EXHIBIT C
Payment Schedule
Within 30 Days of Installation
Within 30 Days of Installation
EXECUTION I Execution of Contract 1 25% 1 25% 1 $7,000
Phase I Design, Engineering & 50% 75%
Fabrication $14,000
Phase II 1 Installation & Closeout 1 25% 1 100% 1 $7,000
TOTAL ARTIST FEE $28,000
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Attachment 6
CITY OF DUBLIN
FISCAL YEAR 2024-25
BUDGET CHANGE FORM
Budget Change Reference #:
City Council's Approval Required
From Un-Appropriated Reserves X Budget Transfer Between Projects
Designated Reserve Other
DECREASE BUDGET AMOUNT
Account Amount
X
INCREASE BUDGET AMOUNT
Account Amount
Heritage Park Public Art (PA0222) - Contract
Camp Parks Sign Relocation Project (PA0121) - Contract
Services/Operating Costs
Services/Improvements
PA0222- 9501 /9201 $90,000
PA0121- 9201 /9401 $280,000
Don Biddle Veterans Art (PA0217) - Staffing/Contract
Services/Improvements
PA0217- 9101 /9201 /9401 $90,000
Public Art - Unappropriated Reserves
Fund 2801 $100,000
REASON FOR BUDGET CHANGE
Additional funding to complete the Relocation and Restoration of the Historic Camp Parks Entrance Sign and Guard Shack.
Shifting funds from completed projects and adding an additional $100,000 from the Public Art unappropriated reserves.
Posted By:
As Presented at the City Council Meeting 4/1/2025
Date:
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