HomeMy WebLinkAboutReso 84-25 Approving Agreements for On-Call Construction Management Inspection ServicesReso. No. 84-25, Item 5.3, Adopted 10/7/2025 Page 1 of 2
RESOLUTION NO. 84 – 25
A RESOLUTION OF THE CITY COUNCIL
OF THE CITY OF DUBLIN
APPROVING THE AGREEMENTS FOR ON-CALL CONSTRUCTION MANAGEMENT AND
INSPECTION SERVICES WITH 4LEAF INC., CONSOR PMCM INC., GFT INFRASTRUCTURE INC.,
MNS ENGINEERS INC., PAKPOUR CONSULTING GROUP INC., SWINERTON MANAGEMENT &
CONSULTING, AND UNICO ENGINEERING INC.
WHEREAS, on July 2, 2025, Staff issued a Request for Qualifications (RFQ) for On-Call
Construction Management and Inspection Services; and
WHEREAS, the City received twenty-one responses to the RFQ; and
WHEREAS, Staff reviewed and evaluated the statements of qualifications in accordance with
the RFQ rating criteria; and
WHEREAS, the City desires to enter into agreements with 4LEAF Inc., Consor PMCM Inc., GFT
Infrastructure Inc., MNS Engineers Inc., Pakpour Consulting Group Inc., Swinerton Management &
Consulting, and Unico Engineering Inc., each for a not-to-exceed amount of $2,000,000 over a three-
year term; and
WHEREAS, the following firms which were deemed to be qualified as part of the RFQ
solicitation process and will remain on the City’s Managed Qualified Bid List, reserving the right to
enter into an agreement with these firms at a future date: Alpha CM, AZAD Engineering PC, Bureau
Veritas North America Inc., CSG Consultants Inc., Dabri Inc., Dewberry Engineers Inc., E. Majalani
Construction Management Inc., Haley & Aldrich Inc., Hollins Consulting Inc., mack5, Mark Thomas
& Company Inc., Shiels Sowko Consultants Inc., Wilsey Ham, and Zoon Engineering.
NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Dublin does hereby
approve the Agreements with 4LEAF Inc., Consor PMCM Inc., GFT Infrastructure Inc., MNS Engineers
Inc., Pakpour Consulting Group Inc., Swinerton Management & Consulting, and Unico Engineering
Inc. attached hereto as Exhibit A.
BE IT FURTHER RESOLVED that the City Manager, or designee, is authorized to execute the
Agreements, attached hereto as Exhibit A, and make any necessary, non-substantive changes to
carry out the intent of this Resolution.
{Signatures on the following page}
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Reso. No. 84-25, Item 5.3, Adopted 10/7/2025 Page 2 of 2
PASSED, APPROVED AND ADOPTED this 7th day of October 2025, by the following vote:
AYES: Councilmembers Josey, McCorriston, Morada, Qaadri and Mayor Hu
NOES:
ABSENT:
ABSTAIN:
______________________________
Mayor
ATTEST:
_________________________________
City Clerk
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Consulting Services Agreement between City of Dublin and October 7, 2025
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CONSULTING SERVICES AGREEMENT BETWEEN
THE CITY OF DUBLIN AND
4LEAF, INC.
FOR
CONSTRUCTION MANAGEMENT AND INSPECTION SERVICES
THIS AGREEMENT for consulting services is made by and between the City of
Dublin (“City”) and 4LEAF, Inc. (“Consultant”) (together sometimes referred to as the
“Parties”) as of October 7, 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
standard of performance provided in Subsection 1.2 above and to satisfy
Consultant’s obligations hereunder.
Exhibit A to Resolution
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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 $2,000,000, 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
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
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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
time necessary to complete work under any other agreement between
Consultant and City, if applicable.
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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.
2.9 Authorization to Perform Services. The Consultant is not authorized to
perform any services or incur any costs whatsoever under the terms of
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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
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.
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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
Services Office Automobile Liability form CA 0001, Code 1 (any
auto). No endorsement shall be attached limiting the coverage.
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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.
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
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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 A:VII.
4.4.2 Verification of Coverage. Prior to beginning any work under this
Agreement, Consultant shall furnish City with complete copies of all
Certificates of Liability Insurance delivered to Consultant by the
insurer, including complete copies of all endorsements attached to
the policies. All copies of Certificates of Liability Insurance and
certified endorsements shall show the signature of a person
authorized by that insurer to bind coverage on its behalf. If the City
does not receive the required insurance documents prior to the
Consultant beginning work, it shall not waive the Consultant’s
obligation to provide them. The City reserves the right to require
complete copies of all required insurance policies at any time.
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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
Terminate this Agreement.
Section 5. INDEMNIFICATION AND CONSULTANT’S RESPONSIBILITIES.
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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.
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
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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.
7.1 Governing Law. The laws of the State of California shall govern this
Agreement.
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7.2 Compliance with Applicable Laws. Consultant and any subcontractors
shall comply with all laws and regulations applicable to the performance of
the work hereunder, including but not limited to, the California Building
Code, the Americans with Disabilities Act, and any copyright, patent or
trademark law. Consultant’s failure to comply with any law(s) or
regulation(s) applicable to the performance of the work hereunder shall
constitute a breach of contract.
7.3 Other Governmental Regulations. To the extent that this Agreement
may be funded by fiscal assistance from another governmental entity,
Consultant and any subcontractors shall comply with all applicable rules
and regulations to which City is bound by the terms of such fiscal
assistance program.
7.4 Licenses and Permits. Consultant represents and warrants to City that
Consultant and its employees, agents, and any subcontractors have all
licenses, permits, qualifications, and approvals of whatsoever nature that
are legally required to practice their respective professions. Consultant
represents and warrants to City that Consultant and its employees,
agents, any subcontractors shall, at their sole cost and expense, keep in
effect at all times during the term of this Agreement any licenses, permits,
and approvals that are legally required to practice their respective
professions. In addition to the foregoing, Consultant and any
subcontractors shall obtain and maintain during the term of this
Agreement valid Business Licenses from City.
7.5 Nondiscrimination and Equal Opportunity. Consultant shall not
discriminate, on the basis of a person’s race, sex, gender, religion
(including religious dress and grooming practices), national origin,
ancestry, physical or mental disability, medical condition (including cancer
and genetic characteristics), marital status, age, sexual orientation, color,
creed, pregnancy, genetic information, gender identity or expression,
political affiliation or belief, military/veteran status, or any other
classification protected by applicable local, state, or federal laws (each a
“Protected Characteristic”), against any employee, applicant for
employment, subcontractor, bidder for a subcontract, or participant in,
recipient of, or applicant for any services or programs provided by
Consultant under this Agreement.
Consultant shall include the provisions of this Subsection in any
subcontract approved by the Contract Administrator or this Agreement.
Section 8. TERMINATION AND MODIFICATION.
8.1 Termination. City may cancel this Agreement at any time and without
cause upon written notification to Consultant.
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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.
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:
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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
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
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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.
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.
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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:
Gene Barry
2126 Rheem Drive
Pleasanton, CA 94588
Any written notice to City shall be sent to:
City of Dublin
Att: City Engineer
100 Civic Plaza
Dublin, CA 94568
10.11 Integration. This Agreement, including the scope of work attached hereto
and incorporated herein as Exhibits A represents the entire and integrated
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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
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
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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:
i. 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.
ii. 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
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
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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
written declaration that it is made under penalty of perjury, stating
both of the following:
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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 4LEAF, INC.
Colleen Tribby, City Manager Gene Barry, Vice President
Attest:
Consultant’s DIR Registration Number
(if applicable)
Marsha Moore, City Clerk
Approved as to Form:
City Attorney
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EXHIBIT A
SCOPE OF SERVICES
The Scope of Services is intended as a guide to illustrate the minimum project
requirements. The Construction Management Team will provide professional and
technical services to manage the construction and inspection for the assigned project
under the supervision of the City of Dublin. The Consultant selected shall provide all
other necessary equipment, vehicle(s), cell phone, tools of the trade, etc. necessary for
the project team to successfully complete the project.
Services During Pre-Construction:
The Construction Manager will assist City Staff in the following:
1. Perform a review (constructability and biddability) of the construction documents
issued to the City for review and provide recommendations regarding feasibility of
construction methods, current availability of materials and labor and time
requirements for procurement. Identify materials or services which may have a
long lead time and could impact the project. Provide written comments to the City
for incorporation into the bid documents by addendum if necessary.
2. Work with the City to develop strategies to generate market interest in the Project.
3. Take the lead in managing the bid process including receiving bidder’s questions,
distributing information to the City and design consultant, issuing bid addendums,
analyzing bids and ultimately make a recommendation of award to the City Project
Manager. Provide documentation and substantiation to allow Staff to gain City
Council approval of award.
4. Maintain an electronic project management filing system and potentially on the
City’s network using the Microsoft Office Suite.
5. Work with and provide project specific construction recommendations to the design
team. Review and provide comments on the construction logistics plans produced
by the design team.
Services During Construction:
The Construction Manager will represent the City during construction of the project. The
Construction Manager will perform the following specific services:
1. Coordinate the efforts of the engineer, contractor, local agencies, and City to
ensure proper communication and progress of the project. Act as liaison to the
City through the City’s Project Manager.
2. Schedule, direct, and supervise the Project Inspector.
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3. Coordinate all required testing services and review testing reports and materials
testing personnel.
4. Provide on-site coordination to assure that the project meets the Plans and
Specifications and stays on budget and schedule.
5. Review, evaluate, and furnish recommendations to the City regarding contractor’s
performance, construction schedule, and any other matters related to compliance
with the contract, including the Community Workforce Agreement.
6. Provide a daily log of events and activities, so as to secure the City’s interests and
monitor work accomplished in accordance with the contract.
7. Review, track, and assist in the preparation of responses to Contractor RFIs.
8. Review, track, and assist in the review of Contractor submittals, including obtaining
Building Permits as necessary.
9. Review and track certificates of compliance and product submittals for
conformance to the project Special Provisions and/or Caltrans Standard
Specifications and Plans.
10.Provide a monthly update outlining project status, schedule, submittals, RFIs, and
change order issues. Include pertinent photos or supporting documents. The
report should include an analysis of any potential delays and their actual relevance.
The report should be suitably formatted to share with the City Manager’s Office.
11.Issue Weekly Statement of Days Charged.
12.Review and furnish contract correspondence, minutes of meetings, and directives
to be issued to secure the interests of the City.
13.Review and make recommendations regarding payments to contractor including
Change Orders, when applicable, and recommendations regarding any proposed
changes. Prepare and provide cost analysis where necessary to verify change
order costs generated by the Contractor are reasonable and correct in scope.
14.Attend all construction-related site meetings with the City’s representatives,
contractors, and other meetings between related parties as required. Maintain
separate notes on such meetings.
15.Verify that the Contractor complies with the requirement of the project’s water
pollution control and staff the project with the required personal and submit
necessary documentation to the SMART system.
16.Assist the Design Consultant’s Team to ensure compliance with the project’s
various environmental requirements and permits.
17.Assist with providing any information to the City Departments as required, including
any requested tours of the construction site.
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18.Monitor contractor’s construction activities to ensure the General Contractor
provides proper planning and coordination of work crews and of subcontractors for
the execution of the project work.
19.Identify potential claims and make recommendations to resolve them.
20.Upon completion of the project work, provide a punch list review, and
recommendation of Project Acceptance.
21.Upon completion of the project work, review all of the Contractor’s final submittals
to ensure their compliance with final project close-out requirements.
22.The construction Contractor shall be responsible for job site safety. Should a
safety or hazardous condition be discovered by the Construction Management
Team, it shall be brought to the attention of the Contractor and inform the City.
The Project Inspector will represent the City during construction and report to the
Construction Manager or Inspector of Record or City Representative:
1. Provide on-site inspection to assure that the project is constructed in compliance
with the Plans and Specifications.
2. Perform the duties designated by the City’s Building Department Inspector or
Inspector of Record for the project, as necessary.
3. Provide inspector’s daily report of events, labor, equipment, and activities so as to
secure the City’s interests and monitor work accomplished in accordance with the
contract. Daily progress pictures shall be incorporated into the report.
4. Take digital photographs and digital video tape recordings of the construction
progress on a regular basis, including pre-construction conditions within the project
limits.
5. Collect material tags and verify materials on site meet project specifications and
project submittals.
6. Maintain a redline set of as-built plans and specifications.
7. Track and field-verify quantities of actual improvements installed by the Contractor
and maintain a quantity bid sheet for each bid item of work.
8. Assists the Construction Manager or City Representative in review and
recommendation of progress payments.
9. Track and document Time and Materials work issued to the Contractor.
10.Work with the Construction Manager and other agencies and permit holders to
issue a project punch-list.
Post-Construction Services:
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1. Provide marked up construction record drawings (as-built drawings) for designer
completion.
2. Coordinate and prepare final progress payment.
3. Provide final inspection services and project closeout activities including
preparation of final construction project report and other documents required by
City of Dublin, City Building Department or Authority having Jurisdiction and
resolve all contractor claims if any.
4. Resolution of all contract issues, warranties, bonds, etc.
5. Turn all construction documents over to the City of Dublin in electronic format
and/or hard copy, as requested.
6. Provide any necessary documentation to meet the requirements of grant funding.
7. As necessary, assist the City with any warranty items or a warranty inspection in
order to release the warranty bond.
Special Inspection and Materials Testing
The Special Inspection firm shall be on the City of Dublin’s Building and Safety Division’s
“Recognized Special Inspection & Testing Agency” (see “Special Inspection and Testing
Agreement” form, which is available on the City of Dublin’s Building and Safety Division
website at: https://ca-dublin2.civicplus.com/DocumentCenter/View/60/Special-
Inspection-and-Testing-Agreement?bidId= listed in all categories or be able to be
added to the list prior to execution of the Agreement.
Laboratory shall be certified by the State of California to provide material testing
for Federal Aid Projects.
Field and Laboratory Compaction Testing using Caltrans and ASTM methods.
Plant inspection.
Special Inspection (Concrete Placement, ACI or ICC, Electrical, Mechanical,
Welding, Rebar, Conduit, Cables, etc.).
Public Works Inspection, as needed.
Firms will be required to sign and comply with the requirements of the City of Dublin
Building and Safety Division’s “Special Inspection and Testing Agreement” for
projects or project components issued a Building Permit.
Project Description:
Below is a list of potential projects from the City of Dublin’s Adopted Five-Year Capital
Improvement Program 2024-2029 Update that the City anticipates proceeding with
construction during the duration of the agreement.
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Resiliency and Disaster Preparedness/Storm Damage Repair Projects, including
slide repairs, creek bank reconstruction, trash rack repair, creek channel debris
removal, etc.
Iron Horse Nature Park and Open Space, future phases
Green Stormwater Infrastructure, including Trash Capture Devices Installation
Village Parkway Reconstruction and Complete Streets
Citywide Energy Improvements, including Civic Center solar PV canopies, battery
energy storage system, generator replacement, etc.
Electric Vehicle Charging Stations
Facilities Parking Lot Resurfacing
Annual Street Resurfacing, including slurry seals, cape seals, overlays, etc.
Citywide Bicycle and Pedestrian Improvements, including Safe Routes to School
Kolb Park Renovation
Restrooms Replacement
Sports Courts Resurfacing
Citywide Signal Communications Upgrade
Street Light Pole Painting
Other projects listed in the 2024-2029 CIP Update and subsequently adopted Five-
Year CIPs through the duration of the agreement.
Additionally, the selected firm will be available on an on-call basis for the following
services:
Biddability and constructability reviews for various capital improvements projects
As-needed inspection services for various Public Works permits, such as
encroachment permits, grading permits, and development inspection
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Performance Measures:
Deliverables
1. Construction documentation review
Provide recommendations to Public Works Director, City Engineer, or
designee within ten (10) business days of receipt of requested construction
documentation review.
2. Monthly Summary Report
As requested by the Public Works Department on specific projects, reports
shall be submitted to the Public Works Department with invoices each month
and must include:
o Contract value, working days, project budget data, and estimated
percentage complete of major construction tasks.
o Updates outlining project status, schedule, submittals, and RFIs
o Change order recommendations, meeting minutes, agendas, and
Inspector daily reports
o Pertinent photos, supporting documents, and an analysis of any
potential delays and their actual relevance
o Summary of completed activities, on-going activities, and
open/unresolved items
The report should be suitably formatted to share with the City Manager’s
Office.
3. Construction Record Drawings
Provide marked-up as-built drawings to the Public Works Department with ten
(10) business of receipt of request from Public Works Department.
4. Final Construction Project Report
Reports shall be submitted to the Public Works Department within twenty (20)
business days of completion and must include:
All construction documents, grant records, and warranty documentation.
If the Consultant is unable to meet the timelines or requirements set forth in Exhibit A,
the City will provide written comments outlining the deficient deliverables and will, in
good faith, meet and discuss with the Consultant regarding their performance to
understand the circumstances and collaboratively identify a resolution. If performance
issues persist, and the City can reasonably demonstrate that such issues are due to the
Consultant’s actions or omissions, the City may, (i) temporarily withhold payment for the
specific deliverables in question until they are satisfactorily completed and accepted, or
(ii) request that the Consultant re-perform the services at no additional cost. Repeated
and material failure to meet agreed-upon performance measures, after reasonable
opportunity to cure and upon substantiated fault of the Consultant, may constitute
grounds for termination for cause.
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4 Leaf, Inc. for Construction Management and Inspection ServicesExhibit A – Page 7
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COMPENSATION SCHEDULE & REIMBURSABLE EXPENSES
Fiscal Year
Staff Designation 2025 –
2026
Principal-in-Charge / Contract
Manager
$221.09
Construction Manager $197.45
Public Works Inspector (Regular
Time)*
$169.77
Public Works Inspector (Night
Time)*
$190.99
Public Works Inspector (Overtime
1)*
$229.19
Public Works Inspector (Overtime
2)*
$314.08
Public Works Inspector (Overtime
3)*
$398.96
Project Administrative Assistant $95.00
Public Works Inspector Apprentice* $98 - $150
*Staff category subject to California Prevailing Wage Rate Requirements.
BASIS OF CHARGES
A. Rates shown assume projects under this on-call contract will require compliance
with California Prevailing Wage rate requirements and assumes the Client will be
filing a PWC-100 Form to the California Department of Industrial Relations (DIR)
for the project.
B. Rates for prevailing wage categories are subject to annual escalations in
accordance with the bi-annual wage determinations from the California DIR.
Rates based on California DIR’s wage determinations dated February 2025.
C. Per the new requirements being enforced under SB 854 and because it is
assumed that a PWC-100 Form will be filed by the Client to the CA DIR for each
project, 4LEAF is required to notify an authorized Apprenticeship Committee
through submittal of a DAS-140 form. We are then required to make an official
request to an authorized Apprenticeship Committee for an apprentice by
submitting a DAS-142 form. We are not assured the apprenticeship committee
will be able to provide a suitable/qualified apprentice for the project. Per the
apprenticeship requirements, the hours worked by the apprentice must be in a
ratio of 1:5 for apprentice to journeyman hours. 4LEAF will not know the labor
classification of the Public Works Apprentice until an Apprentice is dispatched to
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the site; therefore, the rates for the five Periods listed under the California DIR’s
Wage determination for Building Construction Inspector issued February 2025
were used to determine the range of Calendar Year 2025 hourly rates for Public
Works Inspector Apprentice.
D. All invoicing will be submitted monthly.
E. Overtime and Premium time will be charged as follows:
i. Night Time (work begun after 4PM or before 5AM) 1.125 x hourly
rate
ii. Overtime 1 (over 8 hours M-F or Saturdays) 1.35 x hourly rate
iii. Overtime 2 (over 8 hours Sat or 1st 8 hour Sun) 1.85 x hourly rate
iv. Overtime 3 (over 8 hours Sun or Holidays) 2.35 x hourly rate
F. All work with less than 8 hours rest between shifts will be charged the
appropriate overtime rate.
G. Subconsultant invoices will be assessed a 10% Administrative Processing Fee.
H. Project-related mileage for inspections will be billed at the allowable IRS Rate.
I. Payment due on receipt. All payments over 30 days will be assessed as a 1.5%
interest charge.
J. Client shall pay attorneys’ fees or other costs incurred in collecting delinquent
amounts.
K. Client agrees that 4LEAF’s liability will be limited to the value of services
provided.
L. In accordance with California’s Meal Break and Rest Break Law requirements,
Client will be billed one (1) additional hour per day at the regular rate for each
missed meal or rest break due to Client-directed tasks or requirements. Client
should allow 4LEAF’s non-exempt, hourly employees the opportunity to take their
entitled rest and meal breaks during each work shift.
M. If 4LEAF is requested or otherwise required to conform to Client’s alternative
workweek schedule (“AWW”), Client hereby agrees to compensate or reimburse
4LEAF for all overtime paid to its employees who work an AWW. If 4LEAF’s
affected employment group approves an AWW election and the same is
registered, overtime compensation/reimbursement shall not be required.
All CPI increases shall be calculated by Contractor and requested for adjustment each
May, effective each July 1st. Rate increases shall not exceed 3% and shall be based
on the San Francisco Bay Area Consumer Price Index CPI for that period of time and
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this shall be submitted to the Public Works Management Analyst, or their designee, for
approval prior to taking effect. Remit invoices to: PWInvoices@dublin.ca.gov
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CONSULTING SERVICES AGREEMENT BETWEEN
THE CITY OF DUBLIN AND
CONSOR PMCM, INC.
FOR
CONSTRUCTION MANAGEMENT AND INSPECTION SERVICES
THIS AGREEMENT for consulting services is made by and between the City of
Dublin (“City”) and Consor PMCM, Inc. (“Consultant”) (together sometimes referred to
as the “Parties”) as of October 7, 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 with the degree of care and skill according to
the standards observed by a competent practitioner of the profession in
which Consultant is engaged at the same time and locality of
performance.
1.3 Assignment of Personnel. Consultant shall assign only competent
personnel to perform services pursuant to this Agreement. In the event
that City, in its sole discretion, at any time during the term of this
Agreement, desires the reassignment of any such persons, Consultant
shall, immediately upon receiving notice from City of such desire of City,
reassign such person or persons.
1.4 Time. Consultant shall devote such time to the performance of services
pursuant to this Agreement as may be reasonably necessary to meet the
standard of performance provided in Subsection 1.2 above and to satisfy
Consultant’s obligations hereunder.
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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 $2,000,000, 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
and subcontractors of Consultant. Consequently, the Parties further agree that
compensation hereunder is intended to include the costs of contributions to any
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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
time necessary to complete work under any other agreement between
Consultant and City, if applicable.
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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.
2.9 Authorization to Perform Services. The Consultant is not authorized to
perform any services or incur any costs whatsoever under the terms of
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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
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.
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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
Services Office Automobile Liability form CA 0001, Code 1 (any
auto). No endorsement shall be attached limiting the coverage.
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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.
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
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work pursuant to this Agreement in an amount not less than
$2,000,000 covering the licensed professionals’ errors and
omissions.
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 A:VII.
4.4.2 Verification of Coverage. Prior to beginning any work under this
Agreement, Consultant shall furnish City with complete copies of all
Certificates of Liability Insurance delivered to Consultant by the
insurer, including complete copies of all endorsements attached to
the policies. All copies of Certificates of Liability Insurance and
certified endorsements shall show the signature of a person
authorized by that insurer to bind coverage on its behalf. If the City
does not receive the required insurance documents prior to the
Consultant beginning work, it shall not waive the Consultant’s
obligation to provide them. The City reserves the right to require
complete copies of all required insurance policies at any time.
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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
Terminate this Agreement Notwithstanding any other provision of
this Agreement, and to the fullest extent permitted by Laws and
Regulations, the total liability, in the aggregate, of Consultant and
its officers, directors, agents, employees, and Subconsultants to the
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City and anyone claiming by, through, or under the City for any and
all claims, losses, costs, or damages whatsoever arising out of the
Project or the Agreement from any cause or causes, including but
not limited to the negligence, professional errors or omissions, strict
liability, breach of contract, indemnity obligations, or warranty
express or implied, of Consultant or Consultant’s officers, directors,
agents, employees or Subconsultants (hereafter “the City’s
Claims”), will be limited to:
1. Responsibility for payment of all or the applicable portion of any
deductibles, either directly to the Consultant’s insurers or in
settlement or satisfaction, in whole or in part, of the City’s Claims,
and
2. Total insurance proceeds paid on behalf of or to Consultant by
Consultant’s insurers in settlement or satisfaction of the City’s
Claims under the terms and conditions of Consultant’s applicable
insurance policies, up to the amount of insurance required under
this Agreement.
If no such insurance coverage is provided with respect to the City’s
Claims, then the total liability, in the aggregate, of Consultant and
Consultant’s officers, directors, agents, employees, and
Subconsultants to the City and anyone claiming by, through, or under
the City, for any and all such uninsured City’s Claims will not exceed
Consultant’s Compensation. .
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 in any actions at law or in equity,
the City, its employees, agents, volunteers, and elective and appointive boards, from all
third-party claims, losses, and damages, including property damage, personal injury,
death, and liability of every kind, nature and description, but only to the extent caused
by, 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, indemnify and hold harmless the City (including its elected officials, officers,
employees, and volunteers) from all third-party claims, losses, and damages arising
from the professionally negligent acts, errors or omissions of Consultant, however,
Consultant’s obligation shall not exceed Consultant’s proportionate percentage fault.
Consultant's obligation under this section does not extend to that portion of a claim
caused by the sole negligence or willful misconduct of the City.
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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, and hold harmless City and its officers, elected officials,
employees, agents and volunteers from and against any and all third-party liability, loss,
damage, claims, expenses, and costs (including without limitation, attorney’s fees and
costs and fees of litigation) (collectively, “Liability”) of every nature but only to the extent
caused by, arising out of or in connection with Consultant’s negligent 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 negligence or willful misconduct of City.
To the fullest extent permitted by Laws and Regulations, City and Consultant waive
against each other, and the other’s officers, directors, members, partners, agents,
employees, subconsultants, and insurers, any and all claims for or entitlement to
special, incidental, indirect, or consequential damages arising out of, resulting from, or
in any way related to this Agreement or the Project, from any cause or causes. Such
excluded damages include but are not limited to loss of profits or revenue; loss of use or
opportunity; loss of good will; cost of substitute facilities, goods, or services; and cost of
capital.
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.
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.
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
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Agreement. Consultant further acknowledges that Consultant performs
Services outside the usual course of the City’s business; and is
customarily engaged in an independently established trade, occupation, or
business of the same nature as the Consultant performs for the City and
has the option to perform such work for other entities. Notwithstanding
any other City, state, or federal policy, rule, regulation, law, or ordinance to
the contrary, Consultant and any of its employees, agents, and
subcontractors providing services under this Agreement shall not qualify
for or become entitled to, and hereby agree to waive any and all claims to,
any compensation, benefit, or any incident of employment by City,
including but not limited to eligibility to enroll in the California Public
Employees Retirement System (PERS) as an employee of City and
entitlement to any contribution to be paid by City for employer
contributions and/or employee contributions for PERS benefits.
6.2 Consultant Not an Agent. Except as City may specify in writing,
Consultant shall have no authority, express or implied, to act on behalf of
City in any capacity whatsoever as an agent. Consultant shall have no
authority, express or implied, pursuant to this Agreement to bind City to
any obligation whatsoever.
Section 7. LEGAL REQUIREMENTS.
7.1 Governing Law. The laws of the State of California shall govern this
Agreement.
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,
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agents, any subcontractors shall, at their sole cost and expense, keep in
effect at all times during the term of this Agreement any licenses, permits,
and approvals that are legally required to practice their respective
professions. In addition to the foregoing, Consultant and any
subcontractors shall obtain and maintain during the term of this
Agreement valid Business Licenses from City.
7.5 Nondiscrimination and Equal Opportunity. Consultant shall not
discriminate, on the basis of a person’s race, sex, gender, religion
(including religious dress and grooming practices), national origin,
ancestry, physical or mental disability, medical condition (including cancer
and genetic characteristics), marital status, age, sexual orientation, color,
creed, pregnancy, genetic information, gender identity or expression,
political affiliation or belief, military/veteran status, or any other
classification protected by applicable local, state, or federal laws (each a
“Protected Characteristic”), against any employee, applicant for
employment, subcontractor, bidder for a subcontract, or participant in,
recipient of, or applicant for any services or programs provided by
Consultant under this Agreement.
Consultant shall include the provisions of this Subsection in any
subcontract approved by the Contract Administrator or this Agreement.
Section 8. TERMINATION AND MODIFICATION.
8.1 Termination. City may cancel this Agreement at any time and without
cause upon written notification to Consultant.
Consultant may cancel this Agreement upon 30 days’ written notice to City
and shall include in such notice the reasons for cancellation.
In the event of termination, Consultant shall be entitled to compensation
for services performed to the effective date of termination; City, however,
may condition payment of such compensation upon Consultant delivering
to City any or all documents, photographs, 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
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Administrator, City shall have no obligation to reimburse Consultant for
any otherwise reimbursable expenses incurred during the extension
period.
8.3 Amendments. The Parties may amend this Agreement only by a writing
signed by all the Parties.
8.4 Assignment and Subcontracting. City and Consultant recognize and
agree that this Agreement contemplates personal performance by
Consultant and is based upon a determination of Consultant’s unique
personal competence, experience, and specialized personal knowledge.
Moreover, a substantial inducement to City for entering into this
Agreement was and is the professional reputation and competence of
Consultant. Consultant may not assign this Agreement or any interest
therein without the prior written approval of the Contract Administrator.
Consultant shall not subcontract any portion of the performance
contemplated and provided for herein, other than to the subcontractors
noted in the proposal, without prior written approval of the Contract
Administrator.
8.5 Survival. All obligations arising prior to the termination of this Agreement
and all provisions of this Agreement allocating liability between City and
Consultant shall survive the termination of this Agreement.
8.6 Options upon Breach by Consultant. If Consultant materially breaches
any of the terms of this Agreement, City’s remedies shall include, but are
not limited to, the following:
8.6.1 Immediately terminate the Agreement;
8.6.2 Retain the plans, specifications, drawings, reports, design
documents, and any other work product prepared by Consultant
pursuant to this Agreement;
8.6.3 Retain a different consultant to complete the work described in
Exhibit A not finished by Consultant; or
8.6.4 Charge Consultant the difference between the cost to complete the
work described in Exhibit A that is unfinished at the time of breach
and the amount that City would have paid Consultant pursuant to
Section 2 if Consultant had completed the work.
Section 9. KEEPING AND STATUS OF RECORDS.
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9.1 Records Created as Part of Consultant’s Performance. All reports,
data, maps, models, charts, studies, surveys, photographs, memoranda,
plans, studies, specifications, records, files, or any other documents or
materials, in electronic or any other form, that Consultant prepares or
obtains pursuant to this Agreement and that relate to the matters covered
hereunder shall be the property of the City. Consultant hereby agrees to
deliver those documents to the City upon termination of the Agreement. It
is understood and agreed that the documents and other materials,
including but not limited to those described above, prepared pursuant to
this Agreement are prepared specifically for the City and are not
necessarily suitable for any future or other use. City and Consultant agree
that, until final approval by City, all data, plans, specifications, reports and
other documents are confidential and will not be released to third parties
without prior written consent of both Parties.
9.2 Consultant’s Books and Records. Consultant shall maintain any and all
ledgers, books of account, invoices, vouchers, canceled checks, and other
records or documents evidencing or relating to charges for services or
expenditures and disbursements charged to the City under this Agreement
for a minimum of 3 years, or for any longer period required by law, from
the date of final payment to the Consultant to this Agreement.
9.3 Inspection and Audit of Records. Any records or documents that
Subsection 9.2 of this Agreement requires Consultant to maintain shall be
made available for inspection, audit, and/or copying at any time during
regular business hours, upon oral or written request of the City. Under
California Government Code Section 8546.7, if the amount of public funds
expended under this Agreement exceeds $10,000.00, the Agreement shall
be subject to the examination and audit of the State Auditor, at the request
of City or as part of any audit of the City, for a period of 3 years after final
payment under the Agreement.
Section 10. MISCELLANEOUS PROVISIONS.
10.1 Attorneys’ Fees. If a party to this Agreement brings any action, including
an action for declaratory relief, to enforce or interpret the provision of this
Agreement, each party shall bear its own legal costs and expenses,
including, without limitation, attorneys’ fees, court costs, and any other
costs incurred in connection with the negotiation, execution, performance,
or enforcement of this Agreement.
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
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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.
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
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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:
Ian Machan
344 Thomas L. Berkley Way, Suite #302C
Oakland, California 94612
Any written notice to City shall be sent to:
City of Dublin
Att: City Engineer
100 Civic Plaza
Dublin, CA 94568
10.11 Integration. This Agreement, including the scope of work attached hereto
and incorporated herein as Exhibits A 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
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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
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:
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i. 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.
ii. 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
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
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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
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.
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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 CONSOR PMCM, INC.
Colleen Tribby, City Manager Ian Machan, Executive Vice President
Attest:
Consultant’s DIR Registration Number
(if applicable)
Marsha Moore, City Clerk
Approved as to Form:
City Attorney
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EXHIBIT A
SCOPE OF SERVICES
The Scope of Services is intended as a guide to illustrate the minimum project
requirements. The Construction Management Team will provide professional and
technical services to manage the construction and inspection for the assigned project
under the supervision of the City of Dublin. The Consultant selected shall provide all
other necessary equipment, vehicle(s), cell phone, tools of the trade, etc. necessary for
the project team to successfully complete the project.
Services During Pre-Construction:
The Construction Manager will assist City Staff in the following:
1. Perform a review (constructability and biddability) of the construction documents
issued to the City for review and provide recommendations regarding feasibility of
construction methods, current availability of materials and labor and time
requirements for procurement. Identify materials or services which may have a
long lead time and could impact the project. Provide written comments to the City
for incorporation into the bid documents by addendum if necessary.
2. Work with the City to develop strategies to generate market interest in the Project.
3. Take the lead in managing the bid process including receiving bidder’s questions,
distributing information to the City and design consultant, issuing bid addendums,
analyzing bids and ultimately make a recommendation of award to the City Project
Manager. Provide documentation and substantiation to allow Staff to gain City
Council approval of award.
4. Maintain an electronic project management filing system and potentially on the
City’s network using the Microsoft Office Suite.
5. Work with and provide project specific construction recommendations to the design
team. Review and provide comments on the construction logistics plans produced
by the design team.
Services During Construction:
The Construction Manager will represent the City during construction of the project. The
Construction Manager will perform the following specific services:
1. Coordinate the efforts of the engineer, contractor, local agencies, and City to
ensure proper communication and progress of the project. Act as liaison to the
City through the City’s Project Manager.
2. Schedule, direct, and supervise the Project Inspector.
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3. Coordinate all required testing services and review testing reports and materials
testing personnel.
4. Provide on-site coordination to assure that the project meets the Plans and
Specifications and stays on budget and schedule.
5. Review, evaluate, and furnish recommendations to the City regarding contractor’s
performance, construction schedule, and any other matters related to compliance
with the contract, including the Community Workforce Agreement.
6. Provide a daily log of events and activities, so as to secure the City’s interests and
monitor work accomplished in accordance with the contract.
7. Review, track, and assist in the preparation of responses to Contractor RFIs.
8. Review, track, and assist in the review of Contractor submittals, including obtaining
Building Permits as necessary.
9. Review and track certificates of compliance and product submittals for
conformance to the project Special Provisions and/or Caltrans Standard
Specifications and Plans.
10.Provide a monthly update outlining project status, schedule, submittals, RFIs, and
change order issues. Include pertinent photos or supporting documents. The
report should include an analysis of any potential delays and their actual relevance.
The report should be suitably formatted to share with the City Manager’s Office.
11.Issue Weekly Statement of Days Charged.
12.Review and furnish contract correspondence, minutes of meetings, and directives
to be issued to secure the interests of the City.
13.Review and make recommendations regarding payments to contractor including
Change Orders, when applicable, and recommendations regarding any proposed
changes. Prepare and provide cost analysis where necessary to verify change
order costs generated by the Contractor are reasonable and correct in scope.
14.Attend all construction-related site meetings with the City’s representatives,
contractors, and other meetings between related parties as required. Maintain
separate notes on such meetings.
15.Verify that the Contractor complies with the requirement of the project’s water
pollution control and staff the project with the required personal and submit
necessary documentation to the SMART system.
16.Assist the Design Consultant’s Team to ensure compliance with the project’s
various environmental requirements and permits.
17.Assist with providing any information to the City Departments as required, including
any requested tours of the construction site.
Docusign Envelope ID: BB1C9A05-980C-4C26-AF4D-6B297981FAE6
Consulting Services Agreement between City of Dublin andLast revised October 7,
2025
Consor PMCM, Inc. for Construction Management and Inspection ServicesExhibit A –
Page 3 of 9
18.Monitor contractor’s construction activities to ensure the General Contractor
provides proper planning and coordination of work crews and of subcontractors for
the execution of the project work.
19.Identify potential claims and make recommendations to resolve them.
20.Upon completion of the project work, provide a punch list review, and
recommendation of Project Acceptance.
21.Upon completion of the project work, review all of the Contractor’s final submittals
to ensure their compliance with final project close-out requirements.
22.The construction Contractor shall be responsible for job site safety. Should a
safety or hazardous condition be discovered by the Construction Management
Team, it shall be brought to the attention of the Contractor and inform the City.
The Project Inspector will represent the City during construction and report to the
Construction Manager or Inspector of Record or City Representative:
1. Provide on-site inspection to assure that the project is constructed in compliance
with the Plans and Specifications.
2. Perform the duties designated by the City’s Building Department Inspector or
Inspector of Record for the project, as necessary.
3. Provide inspector’s daily report of events, labor, equipment, and activities so as to
secure the City’s interests and monitor work accomplished in accordance with the
contract. Daily progress pictures shall be incorporated into the report.
4. Take digital photographs and digital video tape recordings of the construction
progress on a regular basis, including pre-construction conditions within the project
limits.
5. Collect material tags and verify materials on site meet project specifications and
project submittals.
6. Maintain a redline set of as-built plans and specifications.
7. Track and field-verify quantities of actual improvements installed by the Contractor
and maintain a quantity bid sheet for each bid item of work.
8. Assists the Construction Manager or City Representative in review and
recommendation of progress payments.
9. Track and document Time and Materials work issued to the Contractor.
10.Work with the Construction Manager and other agencies and permit holders to
issue a project punch-list.
Post-Construction Services:
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Consor PMCM, Inc. for Construction Management and Inspection ServicesExhibit A –
Page 4 of 9
1. Provide marked up construction record drawings (as-built drawings) for designer
completion.
2. Coordinate and prepare final progress payment.
3. Provide final inspection services and project closeout activities including
preparation of final construction project report and other documents required by
City of Dublin, City Building Department or Authority having Jurisdiction and
resolve all contractor claims if any.
4. Resolution of all contract issues, warranties, bonds, etc.
5. Turn all construction documents over to the City of Dublin in electronic format
and/or hard copy, as requested.
6. Provide any necessary documentation to meet the requirements of grant funding.
7. As necessary, assist the City with any warranty items or a warranty inspection in
order to release the warranty bond.
Special Inspection and Materials Testing
The Special Inspection firm shall be on the City of Dublin’s Building and Safety Division’s
“Recognized Special Inspection & Testing Agency” (see “Special Inspection and Testing
Agreement” form, which is available on the City of Dublin’s Building and Safety Division
website at: https://ca-dublin2.civicplus.com/DocumentCenter/View/60/Special-
Inspection-and-Testing-Agreement?bidId= listed in all categories or be able to be
added to the list prior to execution of the Agreement.
Laboratory shall be certified by the State of California to provide material testing
for Federal Aid Projects.
Field and Laboratory Compaction Testing using Caltrans and ASTM methods.
Plant inspection.
Special Inspection (Concrete Placement, ACI or ICC, Electrical, Mechanical,
Welding, Rebar, Conduit, Cables, etc.).
Public Works Inspection, as needed.
Firms will be required to sign and comply with the requirements of the City of Dublin
Building and Safety Division’s “Special Inspection and Testing Agreement” for
projects or project components issued a Building Permit.
Project Description:
Below is a list of potential projects from the City of Dublin’s Adopted Five-Year Capital
Improvement Program 2024-2029 Update that the City anticipates proceeding with
construction during the duration of the agreement.
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Consor PMCM, Inc. for Construction Management and Inspection ServicesExhibit A –
Page 5 of 9
Resiliency and Disaster Preparedness/Storm Damage Repair Projects, including
slide repairs, creek bank reconstruction, trash rack repair, creek channel debris
removal, etc.
Iron Horse Nature Park and Open Space, future phases
Green Stormwater Infrastructure, including Trash Capture Devices Installation
Village Parkway Reconstruction and Complete Streets
Citywide Energy Improvements, including Civic Center solar PV canopies, battery
energy storage system, generator replacement, etc.
Electric Vehicle Charging Stations
Facilities Parking Lot Resurfacing
Annual Street Resurfacing, including slurry seals, cape seals, overlays, etc.
Citywide Bicycle and Pedestrian Improvements, including Safe Routes to School
Kolb Park Renovation
Restrooms Replacement
Sports Courts Resurfacing
Citywide Signal Communications Upgrade
Street Light Pole Painting
Other projects listed in the 2024-2029 CIP Update and subsequently adopted Five-
Year CIPs through the duration of the agreement.
Additionally, the selected firm will be available on an on-call basis for the following
services:
Biddability and constructability reviews for various capital improvements projects
As-needed inspection services for various Public Works permits, such as
encroachment permits, grading permits, and development inspection
Docusign Envelope ID: BB1C9A05-980C-4C26-AF4D-6B297981FAE6
Consulting Services Agreement between City of Dublin andLast revised October 7,
2025
Consor PMCM, Inc. for Construction Management and Inspection ServicesExhibit A –
Page 6 of 9
Performance Measures:
Deliverables
1. Construction documentation review
Provide recommendations to Public Works Director, City Engineer, or
designee within ten (10) business days of receipt of requested construction
documentation review.
2. Monthly Summary Report
As requested by the Public Works Department on specific projects, reports
shall be submitted to the Public Works Department with invoices each month
and must include:
o Contract value, working days, project budget data, and estimated
percentage complete of major construction tasks.
o Updates outlining project status, schedule, submittals, and RFIs
o Change order recommendations, meeting minutes, agendas, and
Inspector daily reports
o Pertinent photos, supporting documents, and an analysis of any
potential delays and their actual relevance
o Summary of completed activities, on-going activities, and
open/unresolved items
The report should be suitably formatted to share with the City Manager’s
Office.
3. Construction Record Drawings
Provide marked-up as-built drawings to the Public Works Department with ten
(10) business of receipt of request from Public Works Department.
4. Final Construction Project Report
Reports shall be submitted to the Public Works Department within twenty (20)
business days of completion and must include:
All construction documents, grant records, and warranty documentation.
If the Consultant is unable to meet the timelines or requirements set forth in Exhibit A,
the City will provide written comments outlining the deficient deliverables and will, in
good faith, meet and discuss with the Consultant regarding their performance to
understand the circumstances and collaboratively identify a resolution. If performance
issues persist, and the City can reasonably demonstrate that such issues are due to the
Consultant’s actions or omissions, the City may, (i) temporarily withhold payment for the
specific deliverables in question until they are satisfactorily completed and accepted, or
(ii) request that the Consultant re-perform the services at no additional cost. Repeated
and material failure to meet agreed-upon performance measures, after reasonable
opportunity to cure and upon substantiated fault of the Consultant, may constitute
grounds for termination for cause.
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Consulting Services Agreement between City of Dublin andLast revised October 7,
2025
Consor PMCM, Inc. for Construction Management and Inspection ServicesExhibit A –
Page 7 of 9
COMPENSATION SCHEDULE & REIMBURSABLE EXPENSES
CONSOR PMCM INC.
Classification Units FY 2025-26
Regular Rate
Overtime Rate
(>8 hours/day
or
40
hours/week)
Construction Manager/Resident
Engineer
Rate/Hour $219.78 –
296.80
$219.78 –
296.80
Assistant Resident Engineer Rate/Hour $196.64 –
219.78
$294.96 –
329.67
Construction Inspector Rate/Hour $173.50 –
196.64
$260.25 –
294.96
Office Engineer Rate/Hour $138.80 –
173.50
$208.20 –
260.25
Claims Support Rate/Hour $219.78 –
296.80
$219.78 –
296.80
NOTES:
1. Work on Saturdays, OT rate for employees only after 40 hours for the week and
double time for hours worked over 12 for the day. For Sundays & Holidays, OT
rate for employees only after 40 hours for the week, but double time after 8 hours
for the day.
REIMBURSEMENTS: Any special requests from the Client, such as reproduction or
specialty sub-consultants, will be billed directly, with supporting invoices.
All CPI increases shall be calculated by Contractor and requested for adjustment each
May, effective each July 1st. Rate increases shall not exceed 3% and shall be based
on the San Francisco Bay Area Consumer Price Index CPI for that period of time and
this shall be submitted to the Public Works Management Analyst, or their designee, for
approval prior to taking effect. Remit invoices to: PWInvoices@dublin.ca.gov
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Consulting Services Agreement between City of Dublin andLast revised October 7,
2025
Consor PMCM, Inc. for Construction Management and Inspection ServicesExhibit A –
Page 8 of 9
BSK ASSOCIATES – SCHEDULE OF FEES – JULY 1, 2025 TO JUNE 30, 2026
PROFESSIONAL STAFF
Principal $314.00 Seismic GIS $243.00
Senior Professional $276.00 GIS Specialist $210.00
Project Professional II $259.00 Information Specialist II $198.00
Project Professional I $221.00 Information Specialist I $176.00
Staff Professional II $193.00 CAD $132.00
Staff Professional I $171.00 Litigation support 1.5x standard
rate
Project Administrator $122.00 Deposition / Trial 2.0x standard
rate
Administrative Assistant /
Clerical
$110.00
– TECHNICAL STAFF FIELD & LABORATORY (NON-PREVAILING WAGE)
Non-Destructive
Inspection/Testing
$182.00 Basis of Charges for Field Technician
Services
Special Inspector $154.00 Field Work from 0 to 4
hours
Bill 4 hours
Engineering Technician $149.00 Field Work from 4 to 8
hours
Bill 8 hours
Technician $144.00 Field Work over 8 hours /
Saturdays
Bill time and a
half
Ground Penetrating Radar
Scanning Technician
$348.00 Sundays, holidays and
over 12 hours
Bill double time
Core Drilling Technician $270.00 Night Shift (shift
commencing after 2pm /
before 4am
Base Rate x
12.5%
Floor Flatness Testing
Technician
$232.00 Show-up time (no work
performed)
Bill 2 hours
Sample Pickup / Transportation /
Delivery
$132.00 Sampling or cylinder
pickup, minimum charge
Bill 2 hours
Laboratory Technician $144.00
NORTHERN CA PREVAILING WAGE LABOR RATES
Group 1 – Special Inspector $198.00 Basis of Charges for Field Technician
Services
Group 2 – Special Inspector $188.00 Field Work from 0 to 4
hours
Bill 4 hours
Group 3 – Engineering
Technician
$167.00 Field Work from 4 to 8
hours
Bill 8 hours
Group 3 – Geotechnical
Professional
$204.00 Field Work over 8 hours /
Saturdays
Bill time and a
half
Group 3 – Environmental
Professional
$204.00 Sundays, holidays and over 12
hours
Bill double time
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Consor PMCM, Inc. for Construction Management and Inspection ServicesExhibit A –
Page 9 of 9
Group 4 – Technician $146.00 Night Shift (shift
commencing after 2pm /
before 4am)
Base Rate x
12.5%
Show-up time (no work
performed)
Bill 2 hours
Sampling or cylinder
pickup, minimum charge
Bill 2 hours
REIMBURSABLES
Mileage – 2x4 (Portal to
Portal)
IRS
Rate
Parking Fees At Cost
Mileage – 4x4 (Portal to
Portal)
IRS
Rate
Per Diem (as required) GSA Rate
Bridge Toll At Cost Subconsultant Services At Cost
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Consulting Services Agreement between City of Dublin and October 7, 2025
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CONSULTING SERVICES AGREEMENT BETWEEN
THE CITY OF DUBLIN AND
GFT, INFRASTRUCTURE INC.
FOR
CONSTRUCTION MANAGEMENT AND INSPECTION SERVICES
THIS AGREEMENT for consulting services is made by and between the City of
Dublin (“City”) and GFT, Infrastructure Inc. (“Consultant”) (together sometimes referred
to as the “Parties”) as of October 7, 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
standard of performance provided in Subsection 1.2 above and to satisfy
Consultant’s obligations hereunder.
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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 $2,000,000, 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
and subcontractors of Consultant. Consequently, the Parties further agree that
compensation hereunder is intended to include the costs of contributions to any
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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
time necessary to complete work under any other agreement between
Consultant and City, if applicable.
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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 A:VII.
4.4.2 Verification of Coverage. Prior to beginning any work under this
Agreement, Consultant shall furnish City with complete copies of all
Certificates of Liability Insurance delivered to Consultant by the
insurer, including complete copies of all endorsements attached to
the policies. All copies of Certificates of Liability Insurance and
certified endorsements shall show the signature of a person
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authorized by that insurer to bind coverage on its behalf. If the City
does not receive the required insurance documents prior to the
Consultant beginning work, it shall not waive the Consultant’s
obligation to provide them. The City reserves the right to require
complete copies of all required insurance policies at any time.
4.4.3 Deductibles and Self-Insured Retentions. Consultant shall
disclose to and obtain the written approval of City for the self-
insured retentions and deductibles before beginning any of the
services or work called for by any term of this Agreement. At the
option of the City, either: the insurer shall reduce or eliminate such
deductibles or self-insured retentions as respects the City, its
officers, employees, and volunteers; or the Consultant shall provide
a financial guarantee satisfactory to the City guaranteeing payment
of losses and related investigations, claim administration and
defense expenses.
4.4.4 Wasting Policies. No policy required by this Section 4 shall
include a “wasting” policy limit (i.e. limit that is eroded by the cost of
defense).
4.4.5 Endorsement Requirements. Each insurance policy required by
Section 4 shall be endorsed to state that coverage shall not be
canceled by either party, except after 30 days’ prior written notice
has been provided to the City.
4.4.6 Subcontractors. Consultant shall include all subcontractors as
insureds under its policies or shall furnish separate certificates and
certified endorsements for each subcontractor. All coverages for
subcontractors shall be subject to all of the requirements stated
herein.
4.5 Remedies. In addition to any other remedies City may have if Consultant
fails to provide or maintain any insurance policies or policy endorsements
to the extent and within the time herein required, City may, at its sole
option exercise any of the following remedies, which 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
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and withhold any payment, until Consultant demonstrates compliance
with the requirements hereof; and/or
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.
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Notwithstanding the forgoing, to the extent this Agreement is a “construction contract”
as defined by California Civil Code Section 2782, as may be amended from time to
time, such duties of Consultant to indemnify shall not apply when to do so would be
prohibited by California Civil Code Section 2782.
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
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authority, express or implied, pursuant to this Agreement to bind City to
any obligation whatsoever.
Section 7. LEGAL REQUIREMENTS.
7.1 Governing Law. The laws of the State of California shall govern this
Agreement.
7.2 Compliance with Applicable Laws. 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,
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recipient of, or applicant for any services or programs provided by
Consultant under this Agreement.
Consultant shall include the provisions of this Subsection in any
subcontract approved by the Contract Administrator or this Agreement.
Section 8. TERMINATION AND MODIFICATION.
8.1 Termination. City may cancel this Agreement at any time and without
cause upon written notification to Consultant.
Consultant may cancel this Agreement upon 30 days’ written notice to City
and shall include in such notice the reasons for cancellation.
In the event of termination, Consultant shall be entitled to compensation
for services performed to the effective date of termination; City, however,
may condition payment of such compensation upon Consultant delivering
to City any or all documents, photographs, 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
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noted in the proposal, without prior written approval of the Contract
Administrator.
8.5 Survival. All obligations arising prior to the termination of this Agreement
and all provisions of this Agreement allocating liability between City and
Consultant shall survive the termination of this Agreement.
8.6 Options upon Breach by Consultant. If Consultant materially breaches
any of the terms of this Agreement, City’s remedies shall include, but are
not limited to, the following:
8.6.1 Immediately terminate the Agreement;
8.6.2 Retain the plans, specifications, drawings, reports, design
documents, and any other work product prepared by Consultant
pursuant to this Agreement;
8.6.3 Retain a different consultant to complete the work described in
Exhibit A not finished by Consultant; or
8.6.4 Charge Consultant the difference between the cost to complete the
work described in Exhibit A that is unfinished at the time of breach
and the amount that City would have paid Consultant pursuant to
Section 2 if Consultant had completed the work.
Section 9. KEEPING AND STATUS OF RECORDS.
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
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expenditures and disbursements charged to the City under this Agreement
for a minimum of 3 years, or for any longer period required by law, from
the date of final payment to the Consultant to this Agreement.
9.3 Inspection and Audit of Records. Any records or documents that
Subsection 9.2 of this Agreement requires Consultant to maintain shall be
made available for inspection, audit, and/or copying at any time during
regular business hours, upon oral or written request of the City. Under
California Government Code Section 8546.7, if the amount of public funds
expended under this Agreement exceeds $10,000.00, the Agreement shall
be subject to the examination and audit of the State Auditor, at the request
of City or as part of any audit of the City, for a period of 3 years after final
payment under the Agreement.
Section 10. MISCELLANEOUS PROVISIONS.
10.1 Attorneys’ Fees. If a party to this Agreement brings any action, including
an action for declaratory relief, to enforce or interpret the provision of this
Agreement, the prevailing party shall be entitled to reasonable attorneys’
fees in addition to any other relief to which that party may be entitled. The
court may set such fees in the same action or in a separate action brought
for that purpose.
10.2 Venue. In the event that either party brings any action against the other
under this Agreement, the Parties agree that trial of such action shall be
vested exclusively in the state courts of California in the County of
Alameda or in the United States District Court for the Northern District of
California.
10.3 Severability. If a court of competent jurisdiction finds or rules that any
provision of this Agreement is invalid, void, or unenforceable, the
provisions of this Agreement not so adjudged shall remain in full force and
effect. The invalidity in whole or in part of any provision of this Agreement
shall not void or affect the validity of any other provision of this Agreement.
10.4 No Implied Waiver of Breach. The waiver of any breach of a specific
provision of this Agreement does not constitute a waiver of any other
breach of that term or any other term of this Agreement.
10.5 Successors and Assigns. The provisions of this Agreement shall inure
to the benefit of and shall apply to and bind the successors and assigns of
the Parties.
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10.6 Use of Recycled Products. Consultant shall prepare and submit all
reports, written studies and other printed material on recycled paper to the
extent it is available at equal or less cost than virgin paper.
10.7 Conflict of Interest. Consultant may serve other clients, but none whose
activities within the corporate limits of City or whose business, regardless
of location, would place Consultant in a “conflict of interest,” as that term is
defined in the Political Reform Act, codified at California Government
Code Section 81000 et seq.
Consultant shall not employ any City official in the work performed
pursuant to this Agreement. No officer or employee of City shall have any
financial interest in this Agreement that would violate California
Government Code Section 1090 et seq.
Consultant hereby warrants that it is not now, nor has it been in the
previous 12 months, an employee, agent, appointee, or official of the City.
If Consultant was an employee, agent, appointee, or official of the City in
the previous 12 months, Consultant warrants that it did not participate in
any manner in the forming of this Agreement. Consultant understands
that, if this Agreement is made in violation of California Government Code
Section 1090 et seq., the entire Agreement is void and Consultant will not
be entitled to any compensation for services performed pursuant to this
Agreement, including reimbursement of expenses, and Consultant will be
required to reimburse the City for any sums paid to the Consultant.
Consultant understands that, in addition to the foregoing, it may be subject
to criminal prosecution for a violation of California Government Code
Section 1090 et seq., and, if applicable, will be disqualified from holding
public office in the State of California.
At City’s sole discretion, Consultant may be required to file with the City a
Form 700 to identify and document Consultant’s economic interests, as
defined and regulated by the California Fair Political Practices
Commission. If Consultant is required to file a Form 700, Consultant is
hereby advised to contact the Dublin City Clerk for the Form 700 and
directions on how to prepare it.
10.8 Solicitation. Consultant agrees not to solicit business at any meeting,
focus group, or interview related to this Agreement, either orally or through
any written materials.
10.9 Contract Administration. This Agreement shall be administered by the
City Manager ("Contract Administrator"). All correspondence shall be
directed to or through the Contract Administrator or his or her designee.
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10.10 Notices. Any written notice to Consultant shall be sent to:
John Collins
1000 Burnett Avenue, Suite 445
Concord, CA 94520
Any written notice to City shall be sent to:
City of Dublin
Att: City Engineer
100 Civic Plaza
Dublin, CA 94568
10.11 Integration. This Agreement, including the scope of work attached hereto
and incorporated herein as Exhibits A 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:
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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
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:
i. 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.
ii. 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
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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
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
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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
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
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Consulting Services Agreement between City of Dublin and October 7, 2025
GFT, Infrastructure Inc. for Construction Management and Inspection ServicesPage 21
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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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Consulting Services Agreement between City of Dublin and October 7, 2025
GFT, Infrastructure Inc. for Construction Management and Inspection ServicesPage 22
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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 GFT, INFRASTRUCTURE INC.
Colleen Tribby, City Manager John Collins, Vice President
Attest:
Consultant’s DIR Registration Number
(if applicable)
Marsha Moore, City Clerk
Approved as to Form:
City Attorney
Docusign Envelope ID: BB1C9A05-980C-4C26-AF4D-6B297981FAE6
Consulting Services Agreement between City of Dublin and October 7, 2025
GFT Infrastructure Inc. for Construction Management and Inspection ServicesExhibit A
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EXHIBIT A
SCOPE OF SERVICES
The Scope of Services is intended as a guide to illustrate the minimum project
requirements. The Construction Management Team will provide professional and
technical services to manage the construction and inspection for the assigned project
under the supervision of the City of Dublin. The Consultant selected shall provide all
other necessary equipment, vehicle(s), cell phone, tools of the trade, etc. necessary for
the project team to successfully complete the project.
Services During Pre-Construction:
The Construction Manager will assist City Staff in the following:
1. Perform a review (constructability and biddability) of the construction documents
issued to the City for review and provide recommendations regarding feasibility of
construction methods, current availability of materials and labor and time
requirements for procurement. Identify materials or services which may have a
long lead time and could impact the project. Provide written comments to the City
for incorporation into the bid documents by addendum if necessary.
2. Work with the City to develop strategies to generate market interest in the Project.
3. Take the lead in managing the bid process including receiving bidder’s questions,
distributing information to the City and design consultant, issuing bid addendums,
analyzing bids and ultimately make a recommendation of award to the City Project
Manager. Provide documentation and substantiation to allow Staff to gain City
Council approval of award.
4. Maintain an electronic project management filing system and potentially on the
City’s network using the Microsoft Office Suite.
5. Work with and provide project specific construction recommendations to the design
team. Review and provide comments on the construction logistics plans produced
by the design team.
Services During Construction:
The Construction Manager will represent the City during construction of the project. The
Construction Manager will perform the following specific services:
1. Coordinate the efforts of the engineer, contractor, local agencies, and City to
ensure proper communication and progress of the project. Act as liaison to the
City through the City’s Project Manager.
2. Schedule, direct, and supervise the Project Inspector.
3. Coordinate all required testing services and review testing reports and materials
testing personnel.
Docusign Envelope ID: BB1C9A05-980C-4C26-AF4D-6B297981FAE6
Consulting Services Agreement between City of Dublin and October 7, 2025
GFT Infrastructure Inc. for Construction Management and Inspection ServicesExhibit A
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4. Provide on-site coordination to assure that the project meets the Plans and
Specifications and stays on budget and schedule.
5. Review, evaluate, and furnish recommendations to the City regarding contractor’s
performance, construction schedule, and any other matters related to compliance
with the contract, including the Community Workforce Agreement.
6. Provide a daily log of events and activities, so as to secure the City’s interests and
monitor work accomplished in accordance with the contract.
7. Review, track, and assist in the preparation of responses to Contractor RFIs.
8. Review, track, and assist in the review of Contractor submittals, including obtaining
Building Permits as necessary.
9. Review and track certificates of compliance and product submittals for
conformance to the project Special Provisions and/or Caltrans Standard
Specifications and Plans.
10.Provide a monthly update outlining project status, schedule, submittals, RFIs, and
change order issues. Include pertinent photos or supporting documents. The
report should include an analysis of any potential delays and their actual relevance.
The report should be suitably formatted to share with the City Manager’s Office.
11.Issue Weekly Statement of Days Charged.
12.Review and furnish contract correspondence, minutes of meetings, and directives
to be issued to secure the interests of the City.
13.Review and make recommendations regarding payments to contractor including
Change Orders, when applicable, and recommendations regarding any proposed
changes. Prepare and provide cost analysis where necessary to verify change
order costs generated by the Contractor are reasonable and correct in scope.
14.Attend all construction-related site meetings with the City’s representatives,
contractors, and other meetings between related parties as required. Maintain
separate notes on such meetings.
15.Verify that the Contractor complies with the requirement of the project’s water
pollution control and staff the project with the required personal and submit
necessary documentation to the SMART system.
16.Assist the Design Consultant’s Team to ensure compliance with the project’s
various environmental requirements and permits.
17.Assist with providing any information to the City Departments as required, including
any requested tours of the construction site.
18.Monitor contractor’s construction activities to ensure the General Contractor
provides proper planning and coordination of work crews and of subcontractors for
the execution of the project work.
Docusign Envelope ID: BB1C9A05-980C-4C26-AF4D-6B297981FAE6
Consulting Services Agreement between City of Dublin and October 7, 2025
GFT Infrastructure Inc. for Construction Management and Inspection ServicesExhibit A
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19.Identify potential claims and make recommendations to resolve them.
20.Upon completion of the project work, provide a punch list review, and
recommendation of Project Acceptance.
21.Upon completion of the project work, review all of the Contractor’s final submittals
to ensure their compliance with final project close-out requirements.
22.The construction Contractor shall be responsible for job site safety. Should a
safety or hazardous condition be discovered by the Construction Management
Team, it shall be brought to the attention of the Contractor and inform the City.
The Project Inspector will represent the City during construction and report to the
Construction Manager or Inspector of Record or City Representative:
1. Provide on-site inspection to assure that the project is constructed in compliance
with the Plans and Specifications.
2. Perform the duties designated by the City’s Building Department Inspector or
Inspector of Record for the project, as necessary.
3. Provide inspector’s daily report of events, labor, equipment, and activities so as to
secure the City’s interests and monitor work accomplished in accordance with the
contract. Daily progress pictures shall be incorporated into the report.
4. Take digital photographs and digital video tape recordings of the construction
progress on a regular basis, including pre-construction conditions within the project
limits.
5. Collect material tags and verify materials on site meet project specifications and
project submittals.
6. Maintain a redline set of as-built plans and specifications.
7. Track and field-verify quantities of actual improvements installed by the Contractor
and maintain a quantity bid sheet for each bid item of work.
8. Assists the Construction Manager or City Representative in review and
recommendation of progress payments.
9. Track and document Time and Materials work issued to the Contractor.
10.Work with the Construction Manager and other agencies and permit holders to
issue a project punch-list.
Post-Construction Services:
1. Provide marked up construction record drawings (as-built drawings) for designer
completion.
2. Coordinate and prepare final progress payment.
Docusign Envelope ID: BB1C9A05-980C-4C26-AF4D-6B297981FAE6
Consulting Services Agreement between City of Dublin and October 7, 2025
GFT Infrastructure Inc. for Construction Management and Inspection ServicesExhibit A
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3. Provide final inspection services and project closeout activities including
preparation of final construction project report and other documents required by
City of Dublin, City Building Department or Authority having Jurisdiction and
resolve all contractor claims if any.
4. Resolution of all contract issues, warranties, bonds, etc.
5. Turn all construction documents over to the City of Dublin in electronic format
and/or hard copy, as requested.
6. Provide any necessary documentation to meet the requirements of grant funding.
7. As necessary, assist the City with any warranty items or a warranty inspection in
order to release the warranty bond.
Special Inspection and Materials Testing
The Special Inspection firm shall be on the City of Dublin’s Building and Safety Division’s
“Recognized Special Inspection & Testing Agency” (see “Special Inspection and Testing
Agreement” form, which is available on the City of Dublin’s Building and Safety Division
website at: https://ca-dublin2.civicplus.com/DocumentCenter/View/60/Special-
Inspection-and-Testing-Agreement?bidId= listed in all categories or be able to be
added to the list prior to execution of the Agreement.
Laboratory shall be certified by the State of California to provide material testing
for Federal Aid Projects.
Field and Laboratory Compaction Testing using Caltrans and ASTM methods.
Plant inspection.
Special Inspection (Concrete Placement, ACI or ICC, Electrical, Mechanical,
Welding, Rebar, Conduit, Cables, etc.).
Public Works Inspection, as needed.
Firms will be required to sign and comply with the requirements of the City of Dublin
Building and Safety Division’s “Special Inspection and Testing Agreement” for
projects or project components issued a Building Permit.
Project Description:
Below is a list of potential projects from the City of Dublin’s Adopted Five-Year Capital
Improvement Program 2024-2029 Update that the City anticipates proceeding with
construction during the duration of the agreement.
Resiliency and Disaster Preparedness/Storm Damage Repair Projects, including
slide repairs, creek bank reconstruction, trash rack repair, creek channel debris
removal, etc.
Iron Horse Nature Park and Open Space, future phases
Green Stormwater Infrastructure, including Trash Capture Devices Installation
Village Parkway Reconstruction and Complete Streets
Docusign Envelope ID: BB1C9A05-980C-4C26-AF4D-6B297981FAE6
Consulting Services Agreement between City of Dublin and October 7, 2025
GFT Infrastructure Inc. for Construction Management and Inspection ServicesExhibit A
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Citywide Energy Improvements, including Civic Center solar PV canopies, battery
energy storage system, generator replacement, etc.
Electric Vehicle Charging Stations
Facilities Parking Lot Resurfacing
Annual Street Resurfacing, including slurry seals, cape seals, overlays, etc.
Citywide Bicycle and Pedestrian Improvements, including Safe Routes to School
Kolb Park Renovation
Restrooms Replacement
Sports Courts Resurfacing
Citywide Signal Communications Upgrade
Street Light Pole Painting
Other projects listed in the 2024-2029 CIP Update and subsequently adopted Five-
Year CIPs through the duration of the agreement.
Additionally, the selected firm will be available on an on-call basis for the following
services:
Biddability and constructability reviews for various capital improvements projects
As-needed inspection services for various Public Works permits, such as
encroachment permits, grading permits, and development inspection
Performance Measures:
Deliverables
1. Construction documentation review
Provide recommendations to Public Works Director, City Engineer, or
designee within ten (10) business days of receipt of requested construction
documentation review.
2. Monthly Summary Report
As requested by the Public Works Department on specific projects, reports
shall be submitted to the Public Works Department with invoices each month
and must include:
o Contract value, working days, project budget data, and estimated
percentage complete of major construction tasks.
o Updates outlining project status, schedule, submittals, and RFIs
o Change order recommendations, meeting minutes, agendas, and
Inspector daily reports
o Pertinent photos, supporting documents, and an analysis of any
potential delays and their actual relevance
o Summary of completed activities, on-going activities, and
open/unresolved items
The report should be suitably formatted to share with the City Manager’s
Office.
3. Construction Record Drawings
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Consulting Services Agreement between City of Dublin and October 7, 2025
GFT Infrastructure Inc. for Construction Management and Inspection ServicesExhibit A
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Provide marked-up as-built drawings to the Public Works Department with ten
(10) business of receipt of request from Public Works Department.
4. Final Construction Project Report
Reports shall be submitted to the Public Works Department within twenty (20)
business days of completion and must include:
o All construction documents, grant records, and warranty
documentation.
If the Consultant is unable to meet the timelines or requirements set forth in Exhibit A,
the City will provide written comments outlining the deficient deliverables and will, in
good faith, meet and discuss with the Consultant regarding their performance to
understand the circumstances and collaboratively identify a resolution. If performance
issues persist, and the City can reasonably demonstrate that such issues are due to the
Consultant’s actions or omissions, the City may, (i) temporarily withhold payment for the
specific deliverables in question until they are satisfactorily completed and accepted, or
(ii) request that the Consultant re-perform the services at no additional cost. Repeated
and material failure to meet agreed-upon performance measures, after reasonable
opportunity to cure and upon substantiated fault of the Consultant, may constitute
grounds for termination for cause.
Docusign Envelope ID: BB1C9A05-980C-4C26-AF4D-6B297981FAE6
Consulting Services Agreement between City of Dublin and October 7, 2025
GFT Infrastructure Inc. for Construction Management and Inspection ServicesExhibit A
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COMPENSATION SCHEDULE & REIMBURSABLE EXPENSES
GFT - Construction Management and Inspection Rate
Sheet
CLASSIFICATION FY25-26
Rates
Principal $315 - $360
Project/Contract Manager $255 - $300
Construction Manager $210 - $260
Assistant CM $200 - $230
Inspector* $195 - $225
Senior Inspector* $200 - $230
Office Engineer/Contract Administrator $155 - $185
Project Controls/Scheduler $250 - $285
Administrative Assistant $115 - $160
* Construction Inspector Rates shown are proposed for straight-time work within the
following Counties: Alameda, Alpine, Amador, Butte, Calaveras, Colusa, Contra Costa,
Del Norte, El Dorado, Fresno, Glenn, Humboldt, Kings, Lake, Lassen, Madera, Marin,
Mariposa, Mendocino, Merced, Modoc, Monterey, Napa, Nevada, Placer, Plumas,
Sacramento, San Benito, San Francisco, San Joaquin, San Mateo, Santa Clara, Santa
Cruz, Shasta, Sierra, Siskiyou, Solano, Sonoma, Stanislaus, Sutter, Tehama, Trinity,
Tulare, Tuolumne, Yolo and Yuba counties. These rates meet or exceed the General
Prevailing Wage Determination by the Director of Industrial Relations Pursuant to CA
Labor Code. Overtime hourly rates will be applied and billed in accordance with the
Prevailing Wage Determination.
GFT – Other Direct Costs
Description of Items Unit Unit
Cost
Long-Distance Travel
1. Prevailing Wage Travel/Subsistence (if applicable,
at DIR Rate)
Day $120.00
2. Airfare EA Actual
3. Rental Vehicle EA Actual
4. Per Diem EA IRS Rate
5. Lodging EA IRS Rate
Project Local Travel
1. Company Vehicle ($1,459.76/mo, pro-rated) Hour $8.42
2. Personal Vehicles (mileage, at IRS Rate) Mile $0.70
Document Control Software
1. ProCore (if used) Month $500.00
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Consulting Services Agreement between City of Dublin and October 7, 2025
GFT Infrastructure Inc. for Construction Management and Inspection ServicesExhibit A
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All CPI increases shall be calculated by Contractor and requested for adjustment each
May, effective each July 1st. Rate increases shall not exceed 3% and shall be based
on the San Francisco Bay Area Consumer Price Index CPI for that period of time and
this shall be submitted to the Public Works Management Analyst, or their designee, for
approval prior to taking effect. Remit invoices to: PWInvoices@dublin.ca.gov
BSK Associates Schedule of Fees July 1, 2025, to June 30, 2026
Escalation: The prices noted below are subject to an increase of 3% annually, effective July 1 of each year following the
initiation of a services agreement. Prevailing wage rate increase would be proportionate to the DIR prescribed increases
per determination schedule NC-63-3-9-2025-2.
PROFESSIONAL STAFF
Principal $
314.00
Seismic GIS $ 243.00
Senior Professional / Senior
Associate
$
276.00
GIS Specialist $ 210.00
Project Professional II / Associate
II
$
259.00
Information Specialist II $ 198.00
Project Professional I / Associate I $
221.00
Information Specialist I $ 176.00
Staff Professional III $193.00 CAD $ 132.00
Staff Professional II $
171.00
Litigation support 1.5x standard
rate
Staff Professional I $
155.00
Deposition / Trial 2.0x standard
rate
Project Administrator / Project Controls
Specialist
$
122.00
Administrative Assistant /
Dispatcher
$
110.00
TECHNICAL STAFF - FIELD AND LABORATORY (NON-PREVAILING WAGE)
Non-Destructive
Inspection/Testing
$
175.00
BASIS OF CHARGES FOR FIELD TECHNICIAN
SERVICES
Special Inspector $
158.00
Field Work from 0 to 4 hours Bill 4 hours
Engineering Technician $
144.00
Field Work from 4 to 8 hours Bill 8 hours
Technician $
139.00
Field Work over 8 hours / Saturdays Bill time and a
half
Ground Penetrating Radar Scanning
Technician
$
348.00
Sundays, holidays and over 12
hours
Bill double time
Core Drilling Technician $
270.00
Night Shift (Shift commencing after 2pm /
before 4am)
Base Rate x
12.5%
Floor Flatness Testing Technician $
232.00
Show-up time (no work performed) Bill 2 hours
Sample Pickup / Transportation /
Delivery
$
132.00
Sampling or cylinder pickup, minimum
charge
Bill 2 hours
Laboratory Technician $
128.00
NORTHERN CA PREVAILING WAGE LABOR RATES
Group 1 - Special Inspector $
205.00
BASIS OF CHARGES FOR FIELD TECHNICIAN
SERVICES
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Consulting Services Agreement between City of Dublin and October 7, 2025
GFT Infrastructure Inc. for Construction Management and Inspection ServicesExhibit A
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Group 2 - Special Inspector $
200.00
Field Work from 0 to 4 hours Bill 4 hours
Group 3 - Engineering Technician $
175.00
Field Work from 4 to 8 hours Bill 8 hours
Group 3 - Geotechnical
Professional
$
215.00
Field Work over 8 hours / Saturdays Bill time and a
half
Group 3 - Environmental
Professional
$
215.00
Sundays, holidays and over 12
hours
Bill double time
Group 4 - Technician $
155.00
Night Shift (Shift commencing after 2pm /
before 4am)
Base Rate x
12.5%
Show-up time (no work performed) Bill 2 hours
Sampling or cylinder pickup, minimum
charge
Bill 2 hours
SOUTHERN CA PREVAILING WAGE LABOR RATES
Group 1 - Geotechnical
Professional
$
225.00
BASIS OF CHARGES FOR FIELD TECHNICIAN
SERVICES
Group 1 - Environmental
Professional
$
225.00
Field Work from 0 to 4 hours Bill 4 hours
Group 1 - Technician $
205.00
Field Work from 4 to 8 hours Bill 8 hours
Group 2 - Special Inspector $
210.00
Field Work over 8 hours / Saturdays Bill time and a
half
Group 3 - Non-Destructive Testing
(NDT)
$
215.00
Sundays, holidays and over 12
hours
Bill double time
Premium Shift (Weekday work before 6am /
after 5pm)
Bill time and a
half
Show-up time (no work performed) Bill 2 hours
Sampling or cylinder pickup, minimum
charge
Bill 2 hours
REIMBURSABLES
Project Administration
Fees
7% of Invoice DIR Administration Fees 3% of
Invoice
Mileage - 2x4 (Portal to
Portal)
$ 1.00 Certified Payroll / DIR Upload (Monthly) $300.00
Mileage - 4x4 (Portal to
Portal)
$ 2.00 Non-Performance Certified Payroll / DIR Upload
(Monthly)
$100.00
Bridge Toll Cost + 15%Subcontractor Management / Compliance Forms
(Monthly)
$100.00
Parking Fees Cost + 15%Additional LCP Tracker or Other Compliance Software
(Monthly)$200.00
Per Diem (as required)Quote / $250
min.
Additional Special Forms, as required
(Monthly)
$150.00
Subconsultant Services Cost + 15% Project Setup (Project) $550.00
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Consulting Services Agreement between City of Dublin and October 7, 2025
MNS for Construction Management and Inspection Services Page 1 of 18
CONSULTING SERVICES AGREEMENT BETWEEN
THE CITY OF DUBLIN AND
MNS ENGINEERS, INC.
FOR
CONSTRUCTION MANAGEMENT AND INSPECTION SERVICES
THIS AGREEMENT for consulting services is made by and between the City of Dublin (City) and
MNS Engineers, Inc. (MNS) (Consultant) (together sometimes referred to as the Parties) as of October
7, 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 Citys 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 Citys 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 generally accepted professional practices and
principles and in a manner consistent with the level of care and skill ordinarily exercised by
members of the profession currently practicing under similar conditions.
1.3 Assignment of Personnel. Consultant shall assign only competent personnel to perform
services pursuant to this Agreement. In the event that City, in its sole discretion, at any
time during the term of this Agreement, desires the reassignment of any such persons,
Consultant shall, immediately upon receiving notice from City of such desire of City,
reassign such person or persons.
1.4 Time. Consultant shall devote such time to the performance of services pursuant to this
Agreement as may be reasonably necessary to meet the standard of performance
provided in Subsection 1.2 above and to satisfy Consultants 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,
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MNS for Construction Management and Inspection Services Page 2 of 18
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
$2,000,000, notwithstanding any contrary indications that may be contained in Consultants 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 Consultants 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 Consultants estimated costs of providing the services required hereunder,
including salaries and benefits of employees and subcontractors of Consultant. Consequently, the Parties
further agree that compensation hereunder is intended to include the costs of contributions to any pensions
and/or annuities to which Consultant and its employees, agents, and subcontractors may be eligible. City
therefore has no responsibility for such contributions beyond compensation required under this Agreement.
2.1 Invoices. Consultant shall submit invoices, not more often than once a month during the
term of this Agreement, based on the cost for services performed and reimbursable costs
incurred prior to the invoice date. No individual performing work under this Agreement shall
bill more than 2,000 hours in a fiscal year unless approved, in writing, by the City Manager
or his/her designee. Invoices shall contain the following information:
Serial identifications of progress bills; i.e., Progress Bill No. 1 for the first invoice, etc.;
The beginning and ending dates of the billing period;
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MNS for Construction Management and Inspection Services Page 3 of 18
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 Consultants 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 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.
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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.
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 Consultants 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
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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 Employers Liability Insurance for
any and all persons employed directly or indirectly by Consultant. The Statutory
Workers Compensation Insurance and Employers Liability Insurance shall be
provided with limits of not less than $1,000,000 per accident. In the alternative,
Consultant may rely on a self-insurance program to meet these requirements, but
only if the program of self-insurance complies fully with the provisions of the
California Labor Code. Determination of whether a self-insurance program meets
the standards of the California Labor Code shall be solely in the discretion of the
Contract Administrator.
The Workers Compensation policy shall be endorsed with a waiver of subrogation
in favor of the entity for all work performed by the Consultant, its employees,
agents, and subcontractors.
4.1.2 Submittal Requirements. To comply with Subsection 4.1, Consultant shall
submit the following:
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.
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4.2.2 Minimum Scope of Coverage. Commercial general coverage shall be at least as
broad as Insurance Services Office Commercial General Liability occurrence form
CG 0001 (most recent edition) covering comprehensive General Liability on an
occurrence basis. Automobile coverage shall be at least as broad as Insurance
Services Office Automobile Liability form CA 0001, Code 1 (any auto). No
endorsement shall be attached limiting the coverage.
4.2.3 Additional Requirements. Each of the following shall be included in the
insurance coverage or added as a certified endorsement to the policy:
a. The Insurance shall cover on an occurrence or an accident basis, and not
on a claims-made basis.
b. City, its officers, officials, employees, and volunteers are to be covered as
additional insureds as respects: liability arising out of work or operations
performed by or on behalf of the Consultant; or automobiles owned,
leased, hired, or borrowed by the Consultant.
c. Consultant hereby agrees to waive subrogation which any insurer or
contractor may require from vendor by virtue of the payment of any loss.
Consultant agrees to obtain any endorsements that may be necessary to
effect this waiver of subrogation.
d. For any claims related to this Agreement or the work hereunder, the
Consultants 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 Consultants insurance and shall not
contribute with it.
4.2.4 Submittal Requirements. To comply with Subsection 4.2, Consultant shall
submit the following:
a. Certificate of Liability Insurance in the amounts specified in the section;
b. Additional Insured Endorsement as required by the section;
c. Waiver of Subrogation Endorsement as required by the section; and
d. Primary Insurance Endorsement as required by the section.
4.3 Professional Liability Insurance.
4.3.1 General Requirements. Consultant, at its own cost and expense, shall maintain
for the period covered by this Agreement professional liability insurance for
licensed professionals performing work pursuant to this Agreement in an amount
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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 A:VII.
4.4.2 Verification of Coverage. Prior to beginning any work under this Agreement,
Consultant shall furnish City with complete copies of all Certificates of Liability
Insurance delivered to Consultant by the insurer, including complete copies of all
endorsements attached to the policies. All copies of Certificates of Liability
Insurance and certified endorsements shall show the signature of a person
authorized by that insurer to bind coverage on its behalf. If the City does not
receive the required insurance documents prior to the Consultant beginning work,
it shall not waive the Consultants 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
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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 (except Professional
Liability) 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 except for
cancellation for non-payment of premium whereby a 10-day notice shall apply.
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
Consultants breach:
Obtain such insurance and deduct and retain the amount of the premiums for such
insurance from any sums due under the Agreement;
Order Consultant to stop work under this Agreement or withhold any payment that
becomes due to Consultant hereunder, or both stop work and withhold any payment,
until Consultant demonstrates compliance with the requirements hereof; and/or
Terminate this Agreement.
Section 5. INDEMNIFICATION AND CONSULTANTS RESPONSIBILITIES.
Consultant agrees to, 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, to the extent 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 Consultants work under this Agreement.
With respect to those claims arising from a professional error or omission, Consultant agrees to defend to
the extent, 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
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omissions of Consultant, however, the cost to defend charged to Consultant shall not exceed Consultants
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 Consultants services
under this Agreement, however, the cost to defend charged to Consultant shall not exceed Consultants
proportionate percentage fault.
Consultant shall indemnify, defend with counsel reasonably 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, reasonably attorneys fees and costs
and fees of litigation) (collectively, Liability) of every nature to the extent arising out of or in connection
with Consultants 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.
The Consultants obligation to defend and indemnify shall not be excused because of the Consultants
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 Citys business; and is
customarily engaged in an independently established trade, occupation, or business of the
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same nature as the Consultant performs for the City and has the option to perform such
work for other entities. Notwithstanding any other City, state, or federal policy, rule,
regulation, law, or ordinance to the contrary, Consultant and any of its employees, agents,
and subcontractors providing services under this Agreement shall not qualify for or
become entitled to, and hereby agree to waive any and all claims to, any compensation,
benefit, or any incident of employment by City, including but not limited to eligibility to
enroll in the California Public Employees Retirement System (PERS) as an employee of
City and entitlement to any contribution to be paid by City for employer contributions and/or
employee contributions for PERS benefits.
6.2 Consultant Not an Agent. Except as City may specify in writing, Consultant shall have no
authority, express or implied, to act on behalf of City in any capacity whatsoever as an
agent. Consultant shall have no authority, express or implied, pursuant to this Agreement
to bind City to any obligation whatsoever.
Section 7. LEGAL REQUIREMENTS.
7.1 Governing Law. The laws of the State of California shall govern this Agreement.
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. Consultants 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 persons 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
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belief, military/veteran status, or any other classification protected by applicable local,
state, or federal laws (each a Protected Characteristic), against any employee, applicant
for employment, subcontractor, bidder for a subcontract, or participant in, recipient of, or
applicant for any services or programs provided by Consultant under this Agreement.
Consultant shall include the provisions of this Subsection in any subcontract approved by
the Contract Administrator or this Agreement.
Section 8. TERMINATION AND MODIFICATION.
8.1 Termination. City may cancel this Agreement at any time and without cause upon written
notification to Consultant.
Consultant may cancel this Agreement upon 30 days written notice to City and shall
include in such notice the reasons for cancellation.
In the event of termination, Consultant shall be entitled to compensation for services
performed to the effective date of termination; City, however, may condition payment of
such compensation upon Consultant delivering to City any or all documents, photographs,
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 Consultants 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.
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8.5 Survival. All obligations arising prior to the termination of this Agreement and all
provisions of this Agreement allocating liability between City and Consultant shall survive
the termination of this Agreement.
8.6 Options upon Breach by Consultant. If Consultant materially breaches any of the terms
of this Agreement, Citys 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 Consultants Performance. Except for Consultant's pre-
existing intellectual property 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 Consultants Books and Records. Consultant shall maintain any and all ledgers, books
of account, invoices, vouchers, canceled checks, and other records or documents
evidencing or relating to charges for services or expenditures and disbursements charged
to the City under this Agreement for a minimum of 3 years, or for any longer period
required by law, from the date of final payment to the Consultant to this Agreement.
9.3 Inspection and Audit of Records. Any records or documents that Subsection 9.2 of this
Agreement requires Consultant to maintain shall be made available for inspection, audit,
and/or copying at any time during regular business hours, upon oral or written request of
the City. Under California Government Code Section 8546.7, if the amount of public funds
expended under this Agreement exceeds $10,000.00, the Agreement shall be subject to
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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.
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
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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 Citys sole discretion, Consultant may be required to file with the City a Form 700 to
identify and document Consultants 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:
Greg Chelini
201 N. Calle Cesar Chavez, Ste. 300
Santa Barbara, CA 93105
Any written notice to City shall be sent to:
City of Dublin
Att: City Engineer
100 Civic Plaza
Dublin, CA 94568
10.11 Integration. This Agreement, including the scope of work attached hereto and
incorporated herein as Exhibits A 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
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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 Consultants 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 days
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 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:
i. 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
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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.
ii. 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
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 subcontractors certified payroll records.
c. Upon becoming aware of a subcontractors 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
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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 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
employers 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 MNS ENGINEERS, INC.
Colleen Tribby, City Manager Greg Chelini, Vice President
Attest:
Consultants DIR Registration Number
(if applicable)
Marsha Moore, City Clerk
Approved as to Form:
City Attorney
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EXHIBIT A
SCOPE OF SERVICES
The Scope of Services is intended as a guide to illustrate the minimum project requirements. The
Construction Management Team will provide professional and technical services to manage the
construction and inspection for the assigned project under the supervision of the City of Dublin. The
Consultant selected shall provide all other necessary equipment, vehicle(s), cell phone, tools of the trade,
etc. necessary for the project team to successfully complete the project.
Services During Pre-Construction:
The Construction Manager will assist City Staff in the following:
1. Perform a review (constructability and biddability) of the construction documents issued to the City
for review and provide recommendations regarding feasibility of construction methods, current
availability of materials and labor and time requirements for procurement. Identify materials or
services which may have a long lead time and could impact the project. Provide written comments
to the City for incorporation into the bid documents by addendum if necessary.
2. Work with the City to develop strategies to generate market interest in the Project.
3. Take the lead in managing the bid process including receiving bidders questions, distributing
information to the City and design consultant, issuing bid addendums, analyzing bids and ultimately
make a recommendation of award to the City Project Manager. Provide documentation and
substantiation to allow Staff to gain City Council approval of award.
4. Maintain an electronic project management filing system and potentially on the Citys network using
the Microsoft Office Suite.
5. Work with and provide project specific construction recommendations to the design team. Review
and provide comments on the construction logistics plans produced by the design team.
Services During Construction:
The Construction Manager will represent the City during construction of the project. The Construction
Manager will perform the following specific services:
1. Coordinate the efforts of the engineer, contractor, local agencies, and City to ensure proper
communication and progress of the project. Act as liaison to the City through the Citys Project
Manager.
2. Schedule, direct, and supervise the Project Inspector.
3. Coordinate all required testing services and review testing reports and materials testing personnel.
4. Provide on-site coordination to assure that the project meets the Plans and Specifications and stays
on budget and schedule.
5. Review, evaluate, and furnish recommendations to the City regarding contractors performance,
construction schedule, and any other matters related to compliance with the contract, including the
Community Workforce Agreement.
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6. Provide a daily log of events and activities, so as to secure the Citys interests and monitor work
accomplished in accordance with the contract.
7. Review, track, and assist in the preparation of responses to Contractor RFIs.
8. Review, track, and assist in the review of Contractor submittals, including obtaining Building Permits
as necessary.
9. Review and track certificates of compliance and product submittals for conformance to the project
Special Provisions and/or Caltrans Standard Specifications and Plans.
10. Provide a monthly update outlining project status, schedule, submittals, RFIs, and change order
issues. Include pertinent photos or supporting documents. The report should include an analysis of
any potential delays and their actual relevance. The report should be suitably formatted to share with
the City Managers Office.
11. Issue Weekly Statement of Days Charged.
12. Review and furnish contract correspondence, minutes of meetings, and directives to be issued to
secure the interests of the City.
13. Review and make recommendations regarding payments to contractor including Change Orders,
when applicable, and recommendations regarding any proposed changes. Prepare and provide cost
analysis where necessary to verify change order costs generated by the Contractor are reasonable
and correct in scope.
14. Attend all construction-related site meetings with the Citys representatives, contractors, and other
meetings between related parties as required. Maintain separate notes on such meetings.
15. Verify that the Contractor complies with the requirement of the projects water pollution control and
staff the project with the required personal and submit necessary documentation to the SMART
system.
16. Assist the Design Consultants Team to ensure compliance with the projects various environmental
requirements and permits.
17. Assist with providing any information to the City Departments as required, including any requested
tours of the construction site.
18. Monitor contractors construction activities to ensure the General Contractor provides proper
planning and coordination of work crews and of subcontractors for the execution of the project work.
19. Identify potential claims and make recommendations to resolve them.
20. Upon completion of the project work, provide a punch list review, and recommendation of Project
Acceptance.
21. Upon completion of the project work, review all of the Contractors final submittals to ensure their
compliance with final project close-out requirements.
22. The construction Contractor shall be responsible for job site safety. Should a safety or hazardous
condition be discovered by the Construction Management Team, it shall be brought to the attention
of the Contractor and inform the City.
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The Project Inspector will represent the City during construction and report to the Construction Manager or
Inspector of Record or City Representative:
1. Provide on-site inspection to assure that the project is constructed in compliance with the Plans and
Specifications.
2. Perform the duties designated by the Citys Building Department Inspector or Inspector of Record
for the project, as necessary.
3. Provide inspectors daily report of events, labor, equipment, and activities so as to secure the Citys
interests and monitor work accomplished in accordance with the contract. Daily progress pictures
shall be incorporated into the report.
4. Take digital photographs and digital video tape recordings of the construction progress on a regular
basis, including pre-construction conditions within the project limits.
5. Collect material tags and verify materials on site meet project specifications and project submittals.
6. Maintain a redline set of as-built plans and specifications.
7. Track and field-verify quantities of actual improvements installed by the Contractor and maintain a
quantity bid sheet for each bid item of work.
8. Assists the Construction Manager or City Representative in review and recommendation of progress
payments.
9. Track and document Time and Materials work issued to the Contractor.
10. Work with the Construction Manager and other agencies and permit holders to issue a project punch-
list.
Post-Construction Services:
1. Provide marked up construction record drawings (as-built drawings) for designer completion.
2. Coordinate and prepare final progress payment.
3. Provide final inspection services and project closeout activities including preparation of final
construction project report and other documents required by City of Dublin, City Building Department
or Authority having Jurisdiction and resolve all contractor claims if any.
4. Resolution of all contract issues, warranties, bonds, etc.
5. Turn all construction documents over to the City of Dublin in electronic format and/or hard copy, as
requested.
6. Provide any necessary documentation to meet the requirements of grant funding.
7. As necessary, assist the City with any warranty items or a warranty inspection in order to release the
warranty bond.
Special Inspection and Materials Testing
The Special Inspection firm shall be on the City of Dublins Building and Safety Divisions Recognized Special
Inspection & Testing Agency (see Special Inspection and Testing Agreement form, which is available on
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the City of Dublins Building and Safety Division website at: https://ca-
dublin2.civicplus.com/DocumentCenter/View/60/Special-Inspection-and-Testing-Agreement?bidId=
listed in all categories or be able to be added to the list prior to execution of the Agreement.
Laboratory shall be certified by the State of California to provide material testing for Federal Aid
Projects.
Field and Laboratory Compaction Testing using Caltrans and ASTM methods.
Plant inspection.
Special Inspection (Concrete Placement, ACI or ICC, Electrical, Mechanical, Welding, Rebar,
Conduit, Cables, etc.).
Public Works Inspection, as needed.
Firms will be required to sign and comply with the requirements of the City of Dublin Building and
Safety Divisions Special Inspection and Testing Agreement for projects or project components
issued a Building Permit.
Project Description:
Below is a list of potential projects from the City of Dublins Adopted Five-Year Capital Improvement Program
2024-2029 Update that the City anticipates proceeding with construction during the duration of the
agreement.
Resiliency and Disaster Preparedness/Storm Damage Repair Projects, including slide repairs, creek
bank reconstruction, trash rack repair, creek channel debris removal, etc.
Iron Horse Nature Park and Open Space, future phases
Green Stormwater Infrastructure, including Trash Capture Devices Installation
Village Parkway Reconstruction and Complete Streets
Citywide Energy Improvements, including Civic Center solar PV canopies, battery energy storage
system, generator replacement, etc.
Electric Vehicle Charging Stations
Facilities Parking Lot Resurfacing
Annual Street Resurfacing, including slurry seals, cape seals, overlays, etc.
Citywide Bicycle and Pedestrian Improvements, including Safe Routes to School
Kolb Park Renovation
Restrooms Replacement
Sports Courts Resurfacing
Citywide Signal Communications Upgrade
Street Light Pole Painting
Other projects listed in the 2024-2029 CIP Update and subsequently adopted Five-Year CIPs
through the duration of the agreement.
Additionally, the selected firm will be available on an on-call basis for the following services:
Biddability and constructability reviews for various capital improvements projects
As-needed inspection services for various Public Works permits, such as encroachment permits,
grading permits, and development inspection
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Performance Measures:
Deliverables
1. Construction documentation review
Provide recommendations to Public Works Director, City Engineer, or designee within ten (10)
business days of receipt of requested construction documentation review.
2. Monthly Summary Report
As requested by the Public Works Department on specific projects, reports shall be submitted
to the Public Works Department with invoices each month and must include:
o Contract value, working days, project budget data, and estimated percentage
complete of major construction tasks.
o Updates outlining project status, schedule, submittals, and RFIs
o Change order recommendations, meeting minutes, agendas, and Inspector daily
reports
o Pertinent photos, supporting documents, and an analysis of any potential delays and
their actual relevance
o Summary of completed activities, on-going activities, and open/unresolved items
The report should be suitably formatted to share with the City Managers Office.
3. Construction Record Drawings
Provide marked-up as-built drawings to the Public Works Department with ten (10) business of
receipt of request from Public Works Department.
4. Final Construction Project Report
Reports shall be submitted to the Public Works Department within twenty (20) business days of
completion and must include:
o All construction documents, grant records, and warranty documentation.
If the Consultant is unable to meet the timelines or requirements set forth in Exhibit A, the City will provide
written comments outlining the deficient deliverables and will, in good faith, meet and discuss with the
Consultant regarding their performance to understand the circumstances and collaboratively identify a
resolution. If performance issues persist, and the City can reasonably demonstrate that such issues are
due to the Consultants actions or omissions, the City may, (i) temporarily withhold payment for the specific
deliverables in question until they are satisfactorily completed and accepted, or (ii) request that the
Consultant re-perform the services at no additional cost. Repeated and material failure to meet agreed-
upon performance measures, after reasonable opportunity to cure and upon substantiated fault of the
Consultant, may constitute grounds for termination for cause.
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COMPENSATION SCHEDULE & REIMBURSABLE EXPENSES
PROJECT/PROGRAM MANAGEMENT FY25-26 RATES
Principal-In-Charge $375
Senior Project/Program Manager $340
Project/Program Manager $290
CONSTRUCTION MANAGEMENT FY25-26 RATES
Principal Construction Manager $355
Senior Construction Manager $305
Senior Resident Engineer $295
Resident Engineer $275
Structure Representative $285
Construction Manager $245
Assistant Resident Engineer $225
Senior Construction Inspector $210
Construction Inspector (PW) $195
Office Administrator $155
DIRECT EXPENSES
Use of outside consultants as well as copies, blueprints, survey stakes, monuments, computer plots,
telephone, travel (out of area) and all similar charges directly connected with the work will be charged at
cost plus fifteen percent (15%). Mileage will be charged at the current federal mileage reimbursement rate.
PREVAILING WAGE RATES
Rates shown with Prevailing Wage (PW) annotation are used for field work on projects subject to federal
or state prevailing wage law and are subject to increases per DIR.
OVERTIME
Overtime for non-exempt employees will be charged at 1.5 x hourly rate; overtime for exempt employees
and other classifications will be charged at 1 x hourly rate. Special Shift will be charged at regular rate plus
$10/hour.
All CPI increases shall be calculated by Contractor and requested for adjustment each May, effective each
July 1st. Rate increases shall not exceed 3% and shall be based on the San Francisco Bay Area
Consumer Price Index CPI for that period of time and this shall be submitted to the Public Works
Management Analyst, or their designee, for approval prior to taking effect. Remit invoices to:
PWInvoices@dublin.ca.gov
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CONSULTING SERVICES AGREEMENT BETWEEN
THE CITY OF DUBLIN AND
PAKPOUR CONSULTING GROUP
FOR
CONSTRUCTION MANAGEMENT AND INSPECTION SERVICES
THIS AGREEMENT for consulting services is made by and between the City of
Dublin (“City”) and Pakpour Consulting Group (PCG) (“Consultant”) (together
sometimes referred to as the “Parties”) as of October 7, 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 written notice from City of such desire of
City, reassign such person or persons.
1.4 Time. Consultant shall devote such time to the performance of services
pursuant to this Agreement as may be reasonably necessary to meet the
standard of performance provided in Subsection 1.2 above and to satisfy
Consultant’s obligations hereunder.
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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 $2,000,000, 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
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
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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
time necessary to complete work under any other agreement between
Consultant and City, if applicable.
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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.
2.9 Authorization to Perform Services. The Consultant is not authorized to
perform any services or incur any costs whatsoever under the terms of
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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
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.
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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
Services Office Automobile Liability form CA 0001, Code 1 (any
auto). No endorsement shall be attached limiting the coverage.
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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.
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
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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 A:VII.
4.4.2 Verification of Coverage. Prior to beginning any work under this
Agreement, Consultant shall furnish City with complete copies of all
Certificates of Liability Insurance delivered to Consultant by the
insurer, including complete copies of all endorsements attached to
the policies. All copies of Certificates of Liability Insurance and
certified endorsements shall show the signature of a person
authorized by that insurer to bind coverage on its behalf. If the City
does not receive the required insurance documents prior to the
Consultant beginning work, it shall not waive the Consultant’s
obligation to provide them. The City reserves the right to require
complete copies of all required insurance policies at any time.
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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. Except Professional Liability.
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
Terminate this Agreement.
Section 5. INDEMNIFICATION AND CONSULTANT’S RESPONSIBILITIES.
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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.
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
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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.
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
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the work hereunder, including but not limited to, the California Building
Code, the Americans with Disabilities Act, and any applicable copyright,
patent or trademark law. Consultant’s intentional failure to comply with
any law(s) or regulation(s) applicable to the performance of the work
hereunder shall constitute a breach of contract.
7.3 Other Governmental Regulations. To the extent that this Agreement
may be funded by fiscal assistance from another governmental entity,
Consultant and any subcontractors shall comply with all applicable rules
and regulations to which City is bound by the terms of such fiscal
assistance program.
7.4 Licenses and Permits. Consultant represents and warrants to City that
Consultant and its employees, agents, and any subcontractors have all
licenses, permits, qualifications, and approvals of whatsoever nature that
are legally required to practice their respective professions. Consultant
represents and warrants to City that Consultant and its employees,
agents, any subcontractors shall, at their sole cost and expense, keep in
effect at all times during the term of this Agreement any licenses, permits,
and approvals that are legally required to practice their respective
professions. In addition to the foregoing, Consultant and any
subcontractors shall obtain and maintain during the term of this
Agreement valid Business Licenses from City.
7.5 Nondiscrimination and Equal Opportunity. Consultant shall not
discriminate, on the basis of a person’s race, sex, gender, religion
(including religious dress and grooming practices), national origin,
ancestry, physical or mental disability, medical condition (including cancer
and genetic characteristics), marital status, age, sexual orientation, color,
creed, pregnancy, genetic information, gender identity or expression,
political affiliation or belief, military/veteran status, or any other
classification protected by applicable local, state, or federal laws (each a
“Protected Characteristic”), against any employee, applicant for
employment, subcontractor, bidder for a subcontract, or participant in,
recipient of, or applicant for any services or programs provided by
Consultant under this Agreement.
Consultant shall include the provisions of this Subsection in any
subcontract approved by the Contract Administrator or this Agreement.
Section 8. TERMINATION AND MODIFICATION.
8.1 Termination. City may cancel this Agreement at any time and without
cause upon written notification to Consultant.
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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.
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;
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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 reasonable 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
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
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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.
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.
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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:
Joubin Pakpour
6601 Owens Drive, Suite 230
Pleasanton, CA 94588
Any written notice to City shall be sent to:
City of Dublin
Att: City Engineer
100 Civic Plaza
Dublin, CA 94568
10.11 Integration. This Agreement, including the scope of work attached hereto
and incorporated herein as Exhibits A represents the entire and integrated
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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
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
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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:
i. 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.
ii. 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
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
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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
written declaration that it is made under penalty of perjury, stating
both of the following:
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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 PAKPOUR CONSULTING GROUP
Colleen Tribby, City Manager Joubin Pakpour, President
Attest:
Consultant’s DIR Registration Number
(if applicable)
Marsha Moore, City Clerk
Approved as to Form:
City Attorney
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EXHIBIT A
SCOPE OF SERVICES
The Scope of Services is intended as a guide to illustrate the minimum project
requirements. The Construction Management Team will provide professional and
technical services to manage the construction and inspection for the assigned project
under the supervision of the City of Dublin. The Consultant selected shall provide all
other necessary equipment, vehicle(s), cell phone, tools of the trade, etc. necessary for
the project team to successfully complete the project.
Services During Pre-Construction:
The Construction Manager will assist City Staff in the following:
1. Perform a review (constructability and biddability) of the construction documents
issued to the City for review and provide recommendations regarding feasibility of
construction methods, current availability of materials and labor and time
requirements for procurement. Identify materials or services which may have a
long lead time and could impact the project. Provide written comments to the City
for incorporation into the bid documents by addendum if necessary.
2. Work with the City to develop strategies to generate market interest in the Project.
3. Take the lead in managing the bid process including receiving bidder’s questions,
distributing information to the City and design consultant, issuing bid addendums,
analyzing bids and ultimately make a recommendation of award to the City Project
Manager. Provide documentation and substantiation to allow Staff to gain City
Council approval of award.
4. Maintain an electronic project management filing system and potentially on the
City’s network using the Microsoft Office Suite.
5. Work with and provide project specific construction recommendations to the design
team. Review and provide comments on the construction logistics plans produced
by the design team.
Services During Construction:
The Construction Manager will represent the City during construction of the project. The
Construction Manager will perform the following specific services:
1. Coordinate the efforts of the engineer, contractor, local agencies, and City to
ensure proper communication and progress of the project. Act as liaison to the
City through the City’s Project Manager.
2. Schedule, direct, and supervise the Project Inspector.
3. Coordinate all required testing services and review testing reports and materials
testing personnel.
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4. Provide on-site coordination to assure that the project meets the Plans and
Specifications and stays on budget and schedule.
5. Review, evaluate, and furnish recommendations to the City regarding contractor’s
performance, construction schedule, and any other matters related to compliance
with the contract, including the Community Workforce Agreement.
6. Provide a daily log of events and activities, so as to secure the City’s interests and
monitor work accomplished in accordance with the contract.
7. Review, track, and assist in the preparation of responses to Contractor RFIs.
8. Review, track, and assist in the review of Contractor submittals, including obtaining
Building Permits as necessary.
9. Review and track certificates of compliance and product submittals for
conformance to the project Special Provisions and/or Caltrans Standard
Specifications and Plans.
10.Provide a monthly update outlining project status, schedule, submittals, RFIs, and
change order issues. Include pertinent photos or supporting documents. The
report should include an analysis of any potential delays and their actual relevance.
The report should be suitably formatted to share with the City Manager’s Office.
11.Issue Weekly Statement of Days Charged.
12.Review and furnish contract correspondence, minutes of meetings, and directives
to be issued to secure the interests of the City.
13.Review and make recommendations regarding payments to contractor including
Change Orders, when applicable, and recommendations regarding any proposed
changes. Prepare and provide cost analysis where necessary to verify change
order costs generated by the Contractor are reasonable and correct in scope.
14.Attend all construction-related site meetings with the City’s representatives,
contractors, and other meetings between related parties as required. Maintain
separate notes on such meetings.
15.Verify that the Contractor complies with the requirement of the project’s water
pollution control and staff the project with the required personal and submit
necessary documentation to the SMART system.
16.Assist the Design Consultant’s Team to ensure compliance with the project’s
various environmental requirements and permits.
17.Assist with providing any information to the City Departments as required, including
any requested tours of the construction site.
18.Monitor contractor’s construction activities to ensure the General Contractor
provides proper planning and coordination of work crews and of subcontractors for
the execution of the project work.
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19.Identify potential claims and make recommendations to resolve them.
20.Upon completion of the project work, provide a punch list review, and
recommendation of Project Acceptance.
21.Upon completion of the project work, review all of the Contractor’s final submittals
to ensure their compliance with final project close-out requirements.
22.The construction Contractor shall be responsible for job site safety. Should a
safety or hazardous condition be discovered by the Construction Management
Team, it shall be brought to the attention of the Contractor and inform the City.
The Project Inspector will represent the City during construction and report to the
Construction Manager or Inspector of Record or City Representative:
1. Provide on-site inspection to assure that the project is constructed in compliance
with the Plans and Specifications.
2. Perform the duties designated by the City’s Building Department Inspector or
Inspector of Record for the project, as necessary.
3. Provide inspector’s daily report of events, labor, equipment, and activities so as to
secure the City’s interests and monitor work accomplished in accordance with the
contract. Daily progress pictures shall be incorporated into the report.
4. Take digital photographs and digital video tape recordings of the construction
progress on a regular basis, including pre-construction conditions within the project
limits.
5. Collect material tags and verify materials on site meet project specifications and
project submittals.
6. Maintain a redline set of as-built plans and specifications.
7. Track and field-verify quantities of actual improvements installed by the Contractor
and maintain a quantity bid sheet for each bid item of work.
8. Assists the Construction Manager or City Representative in review and
recommendation of progress payments.
9. Track and document Time and Materials work issued to the Contractor.
10.Work with the Construction Manager and other agencies and permit holders to
issue a project punch-list.
Post-Construction Services:
1. Provide marked up construction record drawings (as-built drawings) for designer
completion.
2. Coordinate and prepare final progress payment.
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3. Provide final inspection services and project closeout activities including
preparation of final construction project report and other documents required by
City of Dublin, City Building Department or Authority having Jurisdiction and
resolve all contractor claims if any.
4. Resolution of all contract issues, warranties, bonds, etc.
5. Turn all construction documents over to the City of Dublin in electronic format
and/or hard copy, as requested.
6. Provide any necessary documentation to meet the requirements of grant funding.
7. As necessary, assist the City with any warranty items or a warranty inspection in
order to release the warranty bond.
Special Inspection and Materials Testing
The Special Inspection firm shall be on the City of Dublin’s Building and Safety Division’s
“Recognized Special Inspection & Testing Agency” (see “Special Inspection and Testing
Agreement” form, which is available on the City of Dublin’s Building and Safety Division
website at: https://www.dublin.ca.gov/documentcenter/view/60) and be listed in all
categories or be able to be added to the list prior to execution of the Agreement.
Laboratory shall be certified by the State of California to provide material testing
for Federal Aid Projects.
Field and Laboratory Compaction Testing using Caltrans and ASTM methods.
Plant inspection.
Special Inspection (Concrete Placement, ACI or ICC, Electrical, Mechanical,
Welding, Rebar, Conduit, Cables, etc.).
Public Works Inspection, as needed.
Firms will be required to sign and comply with the requirements of the City of Dublin
Building and Safety Division’s “Special Inspection and Testing Agreement” for
projects or project components issued a Building Permit.
Project Description:
Below is a list of potential projects from the City of Dublin’s Adopted Five-Year Capital
Improvement Program 2024-2029 Update that the City anticipates proceeding with
construction during the duration of the agreement.
Resiliency and Disaster Preparedness/Storm Damage Repair Projects, including
slide repairs, creek bank reconstruction, trash rack repair, creek channel debris
removal, etc.
Iron Horse Nature Park and Open Space, future phases
Green Stormwater Infrastructure, including Trash Capture Devices Installation
Village Parkway Reconstruction and Complete Streets
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Citywide Energy Improvements, including Civic Center solar PV canopies, battery
energy storage system, generator replacement, etc.
Electric Vehicle Charging Stations
Facilities Parking Lot Resurfacing
Annual Street Resurfacing, including slurry seals, cape seals, overlays, etc.
Citywide Bicycle and Pedestrian Improvements, including Safe Routes to School
Kolb Park Renovation
Restrooms Replacement
Sports Courts Resurfacing
Citywide Signal Communications Upgrade
Street Light Pole Painting
Other projects listed in the 2024-2029 CIP Update and subsequently adopted Five-
Year CIPs through the duration of the agreement.
Additionally, the selected firm will be available on an on-call basis for the following
services:
Biddability and constructability reviews for various capital improvements projects
As-needed inspection services for various Public Works permits, such as
encroachment permits, grading permits, and development inspection
Performance Measures:
Deliverables
1. Construction documentation review
Provide recommendations to Public Works Director, City Engineer, or
designee within ten (10) business days of receipt of requested construction
documentation review.
2. Monthly Summary Report
As requested by the Public Works Department on specific projects, reports
shall be submitted to the Public Works Department with invoices each month
and must include:
o Contract value, working days, project budget data, and estimated
percentage complete of major construction tasks.
o Updates outlining project status, schedule, submittals, and RFIs
o Change order recommendations, meeting minutes, agendas, and
Inspector daily reports
o Pertinent photos, supporting documents, and an analysis of any
potential delays and their actual relevance
o Summary of completed activities, on-going activities, and
open/unresolved items
The report should be suitably formatted to share with the City Manager’s
Office.
3. Construction Record Drawings
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Provide marked-up as-built drawings to the Public Works Department with ten
(10) business of receipt of request from Public Works Department.
4. Final Construction Project Report
Reports shall be submitted to the Public Works Department within twenty (20)
business days of completion and must include:
o All construction documents, grant records, and warranty
documentation.
If the Consultant is unable to meet the timelines or requirements set forth in Exhibit A,
the City will provide written comments outlining the deficient deliverables and will, in
good faith, meet and discuss with the Consultant regarding their performance to
understand the circumstances and collaboratively identify a resolution. If performance
issues persist, and the City can reasonably demonstrate that such issues are due to the
Consultant’s actions or omissions, the City may, (i) temporarily withhold payment for the
specific deliverables in question until they are satisfactorily completed and accepted, or
(ii) request that the Consultant re-perform the services at no additional cost. Repeated
and material failure to meet agreed-upon performance measures, after reasonable
opportunity to cure and upon substantiated fault of the Consultant, may constitute
grounds for termination for cause.
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COMPENSATION SCHEDULE & REIMBURSABLE EXPENSES
*Subject to Prevailing Wage
A 10% markup will be added to subconsultants. A 1.3 multiplier will be applied to the
hourly rate of inspectors working more than 8 hours per day and/or 40 hours per week.
The above fee schedule is inclusive of direct expenses.
All CPI increases shall be calculated by Contractor and requested for adjustment each
May, effective each July 1st. Rate increases shall not exceed 3% and shall be based on
the San Francisco Bay Area Consumer Price Index CPI for that period of time and this
shall be submitted to the Public Works Management Analyst, or their designee, for
approval prior to taking effect. Remit invoices to: PWInvoices@dublin.ca.gov
Billing Rates: Fiscal Year 2025-2026
Position Hourly
Rate
Principal Engineer $280
Senior Engineer $248
Senior Designer $237
Associate Engineer $220
Associate Designer $210
Project Engineer $199
Project Designer $189
Assistant Engineer $173
Assistant Designer $162
Engineering Technician $134
Administrative Assistant $87
Public Works Inspector* $194
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CONSULTING SERVICES AGREEMENT BETWEEN
THE CITY OF DUBLIN AND
SWINERTON MANAGEMENT & CONSULTING
FOR
CONSTRUCTION MANAGEMENT AND INSPECTION SERVICES
THIS AGREEMENT for consulting services is made by and between the City of
Dublin (“City”) and Swinerton Management & Consulting (“Consultant”) (together
sometimes referred to as the “Parties”) as of October 7, 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
standard of performance provided in Subsection 1.2 above and to satisfy
Consultant’s obligations hereunder.
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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 $2,000,000, 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
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
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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
time necessary to complete work under any other agreement between
Consultant and City, if applicable.
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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.
2.9 Authorization to Perform Services. The Consultant is not authorized to
perform any services or incur any costs whatsoever under the terms of
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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
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.
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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
Services Office Automobile Liability form CA 0001, Code 1 (any
auto). No endorsement shall be attached limiting the coverage.
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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.
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
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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 A:VII.
4.4.2 Verification of Coverage. Prior to beginning any work under this
Agreement, Consultant shall furnish City with complete copies of all
Certificates of Liability Insurance delivered to Consultant by the
insurer, including complete copies of all endorsements attached to
the policies. All copies of Certificates of Liability Insurance and
certified endorsements shall show the signature of a person
authorized by that insurer to bind coverage on its behalf. If the City
does not receive the required insurance documents prior to the
Consultant beginning work, it shall not waive the Consultant’s
obligation to provide them. The City reserves the right to require
complete copies of all required insurance policies at any time.
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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
Terminate this Agreement.
Section 5. INDEMNIFICATION AND CONSULTANT’S RESPONSIBILITIES.
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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.
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
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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.
7.1 Governing Law. The laws of the State of California shall govern this
Agreement.
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7.2 Compliance with Applicable Laws. Consultant and any subcontractors
shall comply with all laws and regulations applicable to the performance of
the work hereunder, including but not limited to, the California Building
Code, the Americans with Disabilities Act, and any copyright, patent or
trademark law. Consultant’s failure to comply with any law(s) or
regulation(s) applicable to the performance of the work hereunder shall
constitute a breach of contract.
7.3 Other Governmental Regulations. To the extent that this Agreement
may be funded by fiscal assistance from another governmental entity,
Consultant and any subcontractors shall comply with all applicable rules
and regulations to which City is bound by the terms of such fiscal
assistance program.
7.4 Licenses and Permits. Consultant represents and warrants to City that
Consultant and its employees, agents, and any subcontractors have all
licenses, permits, qualifications, and approvals of whatsoever nature that
are legally required to practice their respective professions. Consultant
represents and warrants to City that Consultant and its employees,
agents, any subcontractors shall, at their sole cost and expense, keep in
effect at all times during the term of this Agreement any licenses, permits,
and approvals that are legally required to practice their respective
professions. In addition to the foregoing, Consultant and any
subcontractors shall obtain and maintain during the term of this
Agreement valid Business Licenses from City.
7.5 Nondiscrimination and Equal Opportunity. Consultant shall not
discriminate, on the basis of a person’s race, sex, gender, religion
(including religious dress and grooming practices), national origin,
ancestry, physical or mental disability, medical condition (including cancer
and genetic characteristics), marital status, age, sexual orientation, color,
creed, pregnancy, genetic information, gender identity or expression,
political affiliation or belief, military/veteran status, or any other
classification protected by applicable local, state, or federal laws (each a
“Protected Characteristic”), against any employee, applicant for
employment, subcontractor, bidder for a subcontract, or participant in,
recipient of, or applicant for any services or programs provided by
Consultant under this Agreement.
Consultant shall include the provisions of this Subsection in any
subcontract approved by the Contract Administrator or this Agreement.
Section 8. TERMINATION AND MODIFICATION.
8.1 Termination. City may cancel this Agreement at any time and without
cause upon written notification to Consultant.
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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.
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;
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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
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.
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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.
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.
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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:
Jeffrey S. Gee
260 Townsend Street
San Francisco, CA 94107
Any written notice to City shall be sent to:
City of Dublin
Att: City Engineer
100 Civic Plaza
Dublin, CA 94568
10.11 Integration. This Agreement, including the scope of work attached hereto
and incorporated herein as Exhibits A represents the entire and integrated
agreement between City and Consultant and supersedes all prior
negotiations, representations, or agreements, either written or oral.
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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
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.
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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:
i. 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.
ii. 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
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
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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
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.
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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 SWINERTON MANAGEMENT &
CONSULTING
Colleen Tribby, City Manager Jeffrey Gee, Vice President
Attest:
Consultant’s DIR Registration Number
(if applicable)
Marsha Moore, City Clerk
Approved as to Form:
City Attorney
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EXHIBIT A
SCOPE OF SERVICES
The Scope of Services is intended as a guide to illustrate the minimum project
requirements. The Construction Management Team will provide professional and
technical services to manage the construction and inspection for the assigned project
under the supervision of the City of Dublin. The Consultant selected shall provide all
other necessary equipment, vehicle(s), cell phone, tools of the trade, etc. necessary for
the project team to successfully complete the project.
Services During Pre-Construction:
The Construction Manager will assist City Staff in the following:
1. Perform a review (constructability and biddability) of the construction documents
issued to the City for review and provide recommendations regarding feasibility of
construction methods, current availability of materials and labor and time
requirements for procurement. Identify materials or services which may have a
long lead time and could impact the project. Provide written comments to the City
for incorporation into the bid documents by addendum if necessary.
2. Work with the City to develop strategies to generate market interest in the Project.
3. Take the lead in managing the bid process including receiving bidder’s questions,
distributing information to the City and design consultant, issuing bid addendums,
analyzing bids and ultimately make a recommendation of award to the City Project
Manager. Provide documentation and substantiation to allow Staff to gain City
Council approval of award.
4. Maintain an electronic project management filing system and potentially on the
City’s network using the Microsoft Office Suite.
5. Work with and provide project specific construction recommendations to the design
team. Review and provide comments on the construction logistics plans produced
by the design team.
Services During Construction:
The Construction Manager will represent the City during construction of the project. The
Construction Manager will perform the following specific services:
1. Coordinate the efforts of the engineer, contractor, local agencies, and City to
ensure proper communication and progress of the project. Act as liaison to the
City through the City’s Project Manager.
2. Schedule, direct, and supervise the Project Inspector.
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3. Coordinate all required testing services and review testing reports and materials
testing personnel.
4. Provide on-site coordination to assure that the project meets the Plans and
Specifications and stays on budget and schedule.
5. Review, evaluate, and furnish recommendations to the City regarding contractor’s
performance, construction schedule, and any other matters related to compliance
with the contract, including the Community Workforce Agreement.
6. Provide a daily log of events and activities, so as to secure the City’s interests and
monitor work accomplished in accordance with the contract.
7. Review, track, and assist in the preparation of responses to Contractor RFIs.
8. Review, track, and assist in the review of Contractor submittals, including obtaining
Building Permits as necessary.
9. Review and track certificates of compliance and product submittals for
conformance to the project Special Provisions and/or Caltrans Standard
Specifications and Plans.
10.Provide a monthly update outlining project status, schedule, submittals, RFIs, and
change order issues. Include pertinent photos or supporting documents. The
report should include an analysis of any potential delays and their actual relevance.
The report should be suitably formatted to share with the City Manager’s Office.
11.Issue Weekly Statement of Days Charged.
12.Review and furnish contract correspondence, minutes of meetings, and directives
to be issued to secure the interests of the City.
13.Review and make recommendations regarding payments to contractor including
Change Orders, when applicable, and recommendations regarding any proposed
changes. Prepare and provide cost analysis where necessary to verify change
order costs generated by the Contractor are reasonable and correct in scope.
14.Attend all construction-related site meetings with the City’s representatives,
contractors, and other meetings between related parties as required. Maintain
separate notes on such meetings.
15.Verify that the Contractor complies with the requirement of the project’s water
pollution control and staff the project with the required personal and submit
necessary documentation to the SMART system.
16.Assist the Design Consultant’s Team to ensure compliance with the project’s
various environmental requirements and permits.
17.Assist with providing any information to the City Departments as required, including
any requested tours of the construction site.
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18.Monitor contractor’s construction activities to ensure the General Contractor
provides proper planning and coordination of work crews and of subcontractors for
the execution of the project work.
19.Identify potential claims and make recommendations to resolve them.
20.Upon completion of the project work, provide a punch list review, and
recommendation of Project Acceptance.
21.Upon completion of the project work, review all of the Contractor’s final submittals
to ensure their compliance with final project close-out requirements.
22.The construction Contractor shall be responsible for job site safety. Should a
safety or hazardous condition be discovered by the Construction Management
Team, it shall be brought to the attention of the Contractor and inform the City.
The Project Inspector will represent the City during construction and report to the
Construction Manager or Inspector of Record or City Representative:
1. Provide on-site inspection to assure that the project is constructed in compliance
with the Plans and Specifications.
2. Perform the duties designated by the City’s Building Department Inspector or
Inspector of Record for the project, as necessary.
3. Provide inspector’s daily report of events, labor, equipment, and activities so as to
secure the City’s interests and monitor work accomplished in accordance with the
contract. Daily progress pictures shall be incorporated into the report.
4. Take digital photographs and digital video tape recordings of the construction
progress on a regular basis, including pre-construction conditions within the project
limits.
5. Collect material tags and verify materials on site meet project specifications and
project submittals.
6. Maintain a redline set of as-built plans and specifications.
7. Track and field-verify quantities of actual improvements installed by the Contractor
and maintain a quantity bid sheet for each bid item of work.
8. Assists the Construction Manager or City Representative in review and
recommendation of progress payments.
9. Track and document Time and Materials work issued to the Contractor.
10.Work with the Construction Manager and other agencies and permit holders to
issue a project punch-list.
Post-Construction Services:
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1. Provide marked up construction record drawings (as-built drawings) for designer
completion.
2. Coordinate and prepare final progress payment.
3. Provide final inspection services and project closeout activities including
preparation of final construction project report and other documents required by
City of Dublin, City Building Department or Authority having Jurisdiction and
resolve all contractor claims if any.
4. Resolution of all contract issues, warranties, bonds, etc.
5. Turn all construction documents over to the City of Dublin in electronic format
and/or hard copy, as requested.
6. Provide any necessary documentation to meet the requirements of grant funding.
7. As necessary, assist the City with any warranty items or a warranty inspection in
order to release the warranty bond.
Special Inspection and Materials Testing
The Special Inspection firm shall be on the City of Dublin’s Building and Safety Division’s
“Recognized Special Inspection & Testing Agency” (see “Special Inspection and Testing
Agreement” form, which is available on the City of Dublin’s Building and Safety Division
website at: https://ca-dublin2.civicplus.com/DocumentCenter/View/60/Special-
Inspection-and-Testing-Agreement?bidId= listed in all categories or be able to be
added to the list prior to execution of the Agreement.
Laboratory shall be certified by the State of California to provide material testing
for Federal Aid Projects.
Field and Laboratory Compaction Testing using Caltrans and ASTM methods.
Plant inspection.
Special Inspection (Concrete Placement, ACI or ICC, Electrical, Mechanical,
Welding, Rebar, Conduit, Cables, etc.).
Public Works Inspection, as needed.
Firms will be required to sign and comply with the requirements of the City of Dublin
Building and Safety Division’s “Special Inspection and Testing Agreement” for
projects or project components issued a Building Permit.
Project Description:
Below is a list of potential projects from the City of Dublin’s Adopted Five-Year Capital
Improvement Program 2024-2029 Update that the City anticipates proceeding with
construction during the duration of the agreement.
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Resiliency and Disaster Preparedness/Storm Damage Repair Projects, including
slide repairs, creek bank reconstruction, trash rack repair, creek channel debris
removal, etc.
Iron Horse Nature Park and Open Space, future phases
Green Stormwater Infrastructure, including Trash Capture Devices Installation
Village Parkway Reconstruction and Complete Streets
Citywide Energy Improvements, including Civic Center solar PV canopies, battery
energy storage system, generator replacement, etc.
Electric Vehicle Charging Stations
Facilities Parking Lot Resurfacing
Annual Street Resurfacing, including slurry seals, cape seals, overlays, etc.
Citywide Bicycle and Pedestrian Improvements, including Safe Routes to School
Kolb Park Renovation
Restrooms Replacement
Sports Courts Resurfacing
Citywide Signal Communications Upgrade
Street Light Pole Painting
Other projects listed in the 2024-2029 CIP Update and subsequently adopted Five-
Year CIPs through the duration of the agreement.
Additionally, the selected firm will be available on an on-call basis for the following
services:
Biddability and constructability reviews for various capital improvements projects
As-needed inspection services for various Public Works permits, such as
encroachment permits, grading permits, and development inspection
Performance Measures:
Deliverables
1. Construction documentation review
Provide recommendations to Public Works Director, City Engineer, or
designee within ten (10) business days of receipt of requested construction
documentation review.
2. Monthly Summary Report
As requested by the Public Works Department on specific projects, reports
shall be submitted to the Public Works Department with invoices each month
and must include:
o Contract value, working days, project budget data, and estimated
percentage complete of major construction tasks.
o Updates outlining project status, schedule, submittals, and RFIs
o Change order recommendations, meeting minutes, agendas, and
Inspector daily reports
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o Pertinent photos, supporting documents, and an analysis of any
potential delays and their actual relevance
o Summary of completed activities, on-going activities, and
open/unresolved items
The report should be suitably formatted to share with the City Manager’s
Office.
3. Construction Record Drawings
Provide marked-up as-built drawings to the Public Works Department with ten
(10) business of receipt of request from Public Works Department.
4. Final Construction Project Report
Reports shall be submitted to the Public Works Department within twenty (20)
business days of completion and must include:
o All construction documents, grant records, and warranty
documentation.
If the Consultant is unable to meet the timelines or requirements set forth in Exhibit A,
the City will provide written comments outlining the deficient deliverables and will, in
good faith, meet and discuss with the Consultant regarding their performance to
understand the circumstances and collaboratively identify a resolution. If performance
issues persist, and the City can reasonably demonstrate that such issues are due to the
Consultant’s actions or omissions, the City may, (i) temporarily withhold payment for the
specific deliverables in question until they are satisfactorily completed and accepted, or
(ii) request that the Consultant re-perform the services at no additional cost. Repeated
and material failure to meet agreed-upon performance measures, after reasonable
opportunity to cure and upon substantiated fault of the Consultant, may constitute
grounds for termination for cause.
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COMPENSATION SCHEDULE & REIMBURSABLE EXPENSES
Position FY25-26
Rates
Administrative Manager $114 - $166
Project Executive $207 - $344
Program Manager $207 - $344
Sr. Project Manager $181 - $303
Project Manager $171 - $256
Asst. Project Manager $148 - $222
Sr. Construction Manager $181 - $303
Construction Manager $171 - $256
Asst. Construction Manager $148 - $222
Sr. Construction Inspector $171 - $256
Construction Inspector $139 - $232
Sr. Project Engineer $126 - $188
Project Engineer $99 - $147
Sr. Financial Controls Manager $165 - $247
Financial Controls Manager $144 - $168
Sr. Project Field Administrator $114 - $168
Project Field Administrator $99 - $147
Corporate Manager of Project
Controls $424
Scheduler/Claims Principal $281
Sr. Scheduling/Claims Associate $238
Scheduling/Claims Associate $188
Scheduling/Cost Analyst $182
Scheduler $145
Intern Scheduler $103
Chief Estimator $232
Sr. Cost Estimator $221
Cost Estimator $191
Intern $93
Swinerton’s Standard Hourly Rates are all-inclusive of overhead, laptop computers, cell
phones, travel within the greater Northern California Area, office supplies, etc.
Expenses that are not included in our hourly rates would be costs of any specialized
software licenses/computer programs required by our Clients. Additional reimbursable
items, if any, would be invoiced at cost to the Client.
With the exception of our administrative support staff, all of our positions are exempt.
This means that there are no overtime or holiday rates. In addition, there are no
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premium costs for managing work during weekends or holidays, and as a consultant,
there are no overtime premiums.
All CPI increases shall be calculated by Contractor and requested for adjustment each May,
effective each July 1st. Rate increases shall not exceed 3% and shall be based on the San
Francisco Bay Area Consumer Price Index CPI for that period of time and this shall be
submitted to the Public Works Management Analyst, or their designee, for approval prior to
taking effect. Remit invoices to: PWInvoices@dublin.ca.gov
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CONSULTING SERVICES AGREEMENT BETWEEN
THE CITY OF DUBLIN AND
UNICO ENGINEERING, INC.
FOR
CONSTRUCTION MANAGEMENT AND INSPECTION SERVICES
THIS AGREEMENT for consulting services is made by and between the City of
Dublin (“City”) and UNICO Engineering, Inc. (“Consultant”) (together sometimes referred
to as the “Parties”) as of October 7, 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
standard of performance provided in Subsection 1.2 above and to satisfy
Consultant’s obligations hereunder.
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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 $2,000,000, 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
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
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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
time necessary to complete work under any other agreement between
Consultant and City, if applicable.
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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.
2.9 Authorization to Perform Services. The Consultant is not authorized to
perform any services or incur any costs whatsoever under the terms of
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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
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.
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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
Services Office Automobile Liability form CA 0001, Code 1 (any
auto). No endorsement shall be attached limiting the coverage.
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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.
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
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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 A:VII.
4.4.2 Verification of Coverage. Prior to beginning any work under this
Agreement, Consultant shall furnish City with complete copies of all
Certificates of Liability Insurance delivered to Consultant by the
insurer, including complete copies of all endorsements attached to
the policies. All copies of Certificates of Liability Insurance and
certified endorsements shall show the signature of a person
authorized by that insurer to bind coverage on its behalf. If the City
does not receive the required insurance documents prior to the
Consultant beginning work, it shall not waive the Consultant’s
obligation to provide them. The City reserves the right to require
complete copies of all required insurance policies at any time.
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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
Terminate this Agreement.
Section 5. INDEMNIFICATION AND CONSULTANT’S RESPONSIBILITIES.
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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.
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
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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.
7.1 Governing Law. The laws of the State of California shall govern this
Agreement.
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7.2 Compliance with Applicable Laws. Consultant and any subcontractors
shall comply with all laws and regulations applicable to the performance of
the work hereunder, including but not limited to, the California Building
Code, the Americans with Disabilities Act, and any copyright, patent or
trademark law. Consultant’s failure to comply with any law(s) or
regulation(s) applicable to the performance of the work hereunder shall
constitute a breach of contract.
7.3 Other Governmental Regulations. To the extent that this Agreement
may be funded by fiscal assistance from another governmental entity,
Consultant and any subcontractors shall comply with all applicable rules
and regulations to which City is bound by the terms of such fiscal
assistance program.
7.4 Licenses and Permits. Consultant represents and warrants to City that
Consultant and its employees, agents, and any subcontractors have all
licenses, permits, qualifications, and approvals of whatsoever nature that
are legally required to practice their respective professions. Consultant
represents and warrants to City that Consultant and its employees,
agents, any subcontractors shall, at their sole cost and expense, keep in
effect at all times during the term of this Agreement any licenses, permits,
and approvals that are legally required to practice their respective
professions. In addition to the foregoing, Consultant and any
subcontractors shall obtain and maintain during the term of this
Agreement valid Business Licenses from City.
7.5 Nondiscrimination and Equal Opportunity. Consultant shall not
discriminate, on the basis of a person’s race, sex, gender, religion
(including religious dress and grooming practices), national origin,
ancestry, physical or mental disability, medical condition (including cancer
and genetic characteristics), marital status, age, sexual orientation, color,
creed, pregnancy, genetic information, gender identity or expression,
political affiliation or belief, military/veteran status, or any other
classification protected by applicable local, state, or federal laws (each a
“Protected Characteristic”), against any employee, applicant for
employment, subcontractor, bidder for a subcontract, or participant in,
recipient of, or applicant for any services or programs provided by
Consultant under this Agreement.
Consultant shall include the provisions of this Subsection in any
subcontract approved by the Contract Administrator or this Agreement.
Section 8. TERMINATION AND MODIFICATION.
8.1 Termination. City may cancel this Agreement at any time and without
cause upon written notification to Consultant.
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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.
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:
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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
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
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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.
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.
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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:
Cesar Montes de Oca
1485 Civic Court, Suite 1500
Concord, CA 94520
Any written notice to City shall be sent to:
City of Dublin
Att: City Engineer
100 Civic Plaza
Dublin, CA 94568
10.11 Integration. This Agreement, including the scope of work attached hereto
and incorporated herein as Exhibits A represents the entire and integrated
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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
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
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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:
i. 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.
ii. 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
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
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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
written declaration that it is made under penalty of perjury, stating
both of the following:
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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 UNICO ENGINEERING, INC.
Colleen Tribby, City Manager Cesar Montes de Oca, President
Attest:
Consultant’s DIR Registration Number
(if applicable)
Marsha Moore, City Clerk
Approved as to Form:
City Attorney
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EXHIBIT A
SCOPE OF SERVICES
The Scope of Services is intended as a guide to illustrate the minimum project
requirements. The Construction Management Team will provide professional and
technical services to manage the construction and inspection for the assigned project
under the supervision of the City of Dublin. The Consultant selected shall provide all
other necessary equipment, vehicle(s), cell phone, tools of the trade, etc. necessary for
the project team to successfully complete the project.
Services During Pre-Construction:
The Construction Manager will assist City Staff in the following:
1. Perform a review (constructability and biddability) of the construction documents
issued to the City for review and provide recommendations regarding feasibility of
construction methods, current availability of materials and labor and time
requirements for procurement. Identify materials or services which may have a
long lead time and could impact the project. Provide written comments to the City
for incorporation into the bid documents by addendum if necessary.
2. Work with the City to develop strategies to generate market interest in the Project.
3. Take the lead in managing the bid process including receiving bidder’s questions,
distributing information to the City and design consultant, issuing bid addendums,
analyzing bids and ultimately make a recommendation of award to the City Project
Manager. Provide documentation and substantiation to allow Staff to gain City
Council approval of award.
4. Maintain an electronic project management filing system and potentially on the
City’s network using the Microsoft Office Suite.
5. Work with and provide project specific construction recommendations to the design
team. Review and provide comments on the construction logistics plans produced
by the design team.
Services During Construction:
The Construction Manager will represent the City during construction of the project. The
Construction Manager will perform the following specific services:
1. Coordinate the efforts of the engineer, contractor, local agencies, and City to
ensure proper communication and progress of the project. Act as liaison to the
City through the City’s Project Manager.
2. Schedule, direct, and supervise the Project Inspector.
3. Coordinate all required testing services and review testing reports and materials
testing personnel.
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4. Provide on-site coordination to assure that the project meets the Plans and
Specifications and stays on budget and schedule.
5. Review, evaluate, and furnish recommendations to the City regarding contractor’s
performance, construction schedule, and any other matters related to compliance
with the contract, including the Community Workforce Agreement.
6. Provide a daily log of events and activities, so as to secure the City’s interests and
monitor work accomplished in accordance with the contract.
7. Review, track, and assist in the preparation of responses to Contractor RFIs.
8. Review, track, and assist in the review of Contractor submittals, including obtaining
Building Permits as necessary.
9. Review and track certificates of compliance and product submittals for
conformance to the project Special Provisions and/or Caltrans Standard
Specifications and Plans.
10.Provide a monthly update outlining project status, schedule, submittals, RFIs, and
change order issues. Include pertinent photos or supporting documents. The
report should include an analysis of any potential delays and their actual relevance.
The report should be suitably formatted to share with the City Manager’s Office.
11.Issue Weekly Statement of Days Charged.
12.Review and furnish contract correspondence, minutes of meetings, and directives
to be issued to secure the interests of the City.
13.Review and make recommendations regarding payments to contractor including
Change Orders, when applicable, and recommendations regarding any proposed
changes. Prepare and provide cost analysis where necessary to verify change
order costs generated by the Contractor are reasonable and correct in scope.
14.Attend all construction-related site meetings with the City’s representatives,
contractors, and other meetings between related parties as required. Maintain
separate notes on such meetings.
15.Verify that the Contractor complies with the requirement of the project’s water
pollution control and staff the project with the required personal and submit
necessary documentation to the SMART system.
16.Assist the Design Consultant’s Team to ensure compliance with the project’s
various environmental requirements and permits.
17.Assist with providing any information to the City Departments as required, including
any requested tours of the construction site.
18.Monitor contractor’s construction activities to ensure the General Contractor
provides proper planning and coordination of work crews and of subcontractors for
the execution of the project work.
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19.Identify potential claims and make recommendations to resolve them.
20.Upon completion of the project work, provide a punch list review, and
recommendation of Project Acceptance.
21.Upon completion of the project work, review all of the Contractor’s final submittals
to ensure their compliance with final project close-out requirements.
22.The construction Contractor shall be responsible for job site safety. Should a
safety or hazardous condition be discovered by the Construction Management
Team, it shall be brought to the attention of the Contractor and inform the City.
The Project Inspector will represent the City during construction and report to the
Construction Manager or Inspector of Record or City Representative:
1. Provide on-site inspection to assure that the project is constructed in compliance
with the Plans and Specifications.
2. Perform the duties designated by the City’s Building Department Inspector or
Inspector of Record for the project, as necessary.
3. Provide inspector’s daily report of events, labor, equipment, and activities so as to
secure the City’s interests and monitor work accomplished in accordance with the
contract. Daily progress pictures shall be incorporated into the report.
4. Take digital photographs and digital video tape recordings of the construction
progress on a regular basis, including pre-construction conditions within the project
limits.
5. Collect material tags and verify materials on site meet project specifications and
project submittals.
6. Maintain a redline set of as-built plans and specifications.
7. Track and field-verify quantities of actual improvements installed by the Contractor
and maintain a quantity bid sheet for each bid item of work.
8. Assists the Construction Manager or City Representative in review and
recommendation of progress payments.
9. Track and document Time and Materials work issued to the Contractor.
10.Work with the Construction Manager and other agencies and permit holders to
issue a project punch-list.
Post-Construction Services:
1. Provide marked up construction record drawings (as-built drawings) for designer
completion.
2. Coordinate and prepare final progress payment.
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3. Provide final inspection services and project closeout activities including
preparation of final construction project report and other documents required by
City of Dublin, City Building Department or Authority having Jurisdiction and
resolve all contractor claims if any.
4. Resolution of all contract issues, warranties, bonds, etc.
5. Turn all construction documents over to the City of Dublin in electronic format
and/or hard copy, as requested.
6. Provide any necessary documentation to meet the requirements of grant funding.
7. As necessary, assist the City with any warranty items or a warranty inspection in
order to release the warranty bond.
Special Inspection and Materials Testing
The Special Inspection firm shall be on the City of Dublin’s Building and Safety Division’s
“Recognized Special Inspection & Testing Agency” (see “Special Inspection and Testing
Agreement” form, which is available on the City of Dublin’s Building and Safety Division
website at: https://ca-dublin2.civicplus.com/DocumentCenter/View/60/Special-
Inspection-and-Testing-Agreement?bidId= listed in all categories or be able to be
added to the list prior to execution of the Agreement.
Laboratory shall be certified by the State of California to provide material testing
for Federal Aid Projects.
Field and Laboratory Compaction Testing using Caltrans and ASTM methods.
Plant inspection.
Special Inspection (Concrete Placement, ACI or ICC, Electrical, Mechanical,
Welding, Rebar, Conduit, Cables, etc.).
Public Works Inspection, as needed.
Firms will be required to sign and comply with the requirements of the City of Dublin
Building and Safety Division’s “Special Inspection and Testing Agreement” for
projects or project components issued a Building Permit.
Project Description:
Below is a list of potential projects from the City of Dublin’s Adopted Five-Year Capital
Improvement Program 2024-2029 Update that the City anticipates proceeding with
construction during the duration of the agreement.
Resiliency and Disaster Preparedness/Storm Damage Repair Projects, including
slide repairs, creek bank reconstruction, trash rack repair, creek channel debris
removal, etc.
Iron Horse Nature Park and Open Space, future phases
Green Stormwater Infrastructure, including Trash Capture Devices Installation
Village Parkway Reconstruction and Complete Streets
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Citywide Energy Improvements, including Civic Center solar PV canopies, battery
energy storage system, generator replacement, etc.
Electric Vehicle Charging Stations
Facilities Parking Lot Resurfacing
Annual Street Resurfacing, including slurry seals, cape seals, overlays, etc.
Citywide Bicycle and Pedestrian Improvements, including Safe Routes to School
Kolb Park Renovation
Restrooms Replacement
Sports Courts Resurfacing
Citywide Signal Communications Upgrade
Street Light Pole Painting
Other projects listed in the 2024-2029 CIP Update and subsequently adopted Five-
Year CIPs through the duration of the agreement.
Additionally, the selected firm will be available on an on-call basis for the following
services:
Biddability and constructability reviews for various capital improvements projects
As-needed inspection services for various Public Works permits, such as
encroachment permits, grading permits, and development inspection
Performance Measures:
Deliverables
1. Construction documentation review
Provide recommendations to Public Works Director, City Engineer, or
designee within ten (10) business days of receipt of requested construction
documentation review.
2. Monthly Summary Report
As requested by the Public Works Department on specific projects, reports
shall be submitted to the Public Works Department with invoices each month
and must include:
o Contract value, working days, project budget data, and estimated
percentage complete of major construction tasks.
o Updates outlining project status, schedule, submittals, and RFIs
o Change order recommendations, meeting minutes, agendas, and
Inspector daily reports
o Pertinent photos, supporting documents, and an analysis of any
potential delays and their actual relevance
o Summary of completed activities, on-going activities, and
open/unresolved items
The report should be suitably formatted to share with the City Manager’s
Office.
3. Construction Record Drawings
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Provide marked-up as-built drawings to the Public Works Department with ten
(10) business of receipt of request from Public Works Department.
4. Final Construction Project Report
Reports shall be submitted to the Public Works Department within twenty (20)
business days of completion and must include:
o All construction documents, grant records, and warranty
documentation.
If the Consultant is unable to meet the timelines or requirements set forth in Exhibit A,
the City will provide written comments outlining the deficient deliverables and will, in
good faith, meet and discuss with the Consultant regarding their performance to
understand the circumstances and collaboratively identify a resolution. If performance
issues persist, and the City can reasonably demonstrate that such issues are due to the
Consultant’s actions or omissions, the City may, (i) temporarily withhold payment for the
specific deliverables in question until they are satisfactorily completed and accepted, or
(ii) request that the Consultant re-perform the services at no additional cost. Repeated
and material failure to meet agreed-upon performance measures, after reasonable
opportunity to cure and upon substantiated fault of the Consultant, may constitute
grounds for termination for cause.
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COMPENSATION SCHEDULE & REIMBURSABLE EXPENSES
Classification Direct Labor
Rates
Fully Loaded
Rates FY25-
26
Principal in Charge $95.00 -
$115.00
$261.20 -
$316.19
Senior Resident Engineer $80.00 -
$110.00
$219.96 -
$302.44
Resident Engineer $60.00 -
$95.00
$164.97 -
$261.20
Structures Representative $80.00 -
$100.00
$219.96 -
$274.95
Program Manager $70.00 -
$110.00
$192.46 -
$302.44
Senior Construction Manager $75.00 -
$105.00
$206.21 -
$288.69
Construction Manager $65.00 -
$92.50
$178.71 -
$254.32
Assistant Resident Engineer $40.00 -
$80.00
$109.98 -
$219.96
Assistant Construction Manager $35.00 -
$75.00
$96.23 -
$206.21
Office Engineering/Document Control $30.00 -
$65.00
$82.48 -
$178.71
Construction Inspector (Group 1
Prevailing)
$70.00 -
$95.00
$192.46 -
$261.20
Construction Inspector (Group 1 Non-
Prevailing)
$70.00 -
$95.00
$192.46 -
$261.20
Construction Inspector (Group 2
Prevailing)
$65.00 -
$90.00
$178.71 -
$247.45
Construction Inspector (Group 2 Non-
Prevailing)
$65.00 -
$90.00
$178.71 -
$247.45
Clerical $20.00 -
$50.00
$54.99 -
$137.47
Principal Land Surveyor $90.00 -
$110.00
$247.45 -
$302.44
Survey Manager $80.00 -
$100.00
$219.96 -
$274.95
Senior Land Surveyor $65.00 -
$85.00
$178.71 -
$233.70
Staff Land Surveyor $40.00 -
$70.00
$109.98 -
$192.46
Party Chief (Prevailing Wage)$77.00 -
$97.00
$211.71 -
$266.70
Party Chief (Non-Prevailing Wage)$40.00 -
$60.00
$109.98 -
$164.97
Chainman/Rodman (Prevailing Wage)$70.00 -
$90.00
$192.46 -
$247.45
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Chainman/Rodman (Non-Prevailing
Wage)
$30.00 -
$50.00
$82.48 -
$137.47
Draftsman/Survey Technician $30.00 -
$50.00
$82.48 -
$137.47
Drone Pilot/Technician $55.00 -
$75.00
$151.22 -
$206.21
Reimbursement for per diem and mileage expenses shall be per the current federal
reimbursement rate.
Cost of normal survey stakes and other supplies are included in the above rates.
Special monuments, iron stakes, etc. will be charged at cost.
Outside reproduction, services, and consultants will be charged at cost plus 10%.
Per prevailing wage, a shift di erential of 12.5% applies for any covered work shift
beginning after 2PM.
Yearly prevailing wage anticipates a 3% escalation, however, increases in DIR rate
determinations will be charged accordingly.
Over me rate will be billed at 1.5 times the hourly rate for non-exempt employees.
All CPI increases shall be calculated by Contractor and requested for adjustment each
May, effective each July 1st. Rate increases shall not exceed 3% and shall be based
on the San Francisco Bay Area Consumer Price Index CPI for that period of time and
this shall be submitted to the Public Works Management Analyst, or their designee, for
approval prior to taking effect. Remit invoices to: PWInvoices@dublin.ca.gov
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