HomeMy WebLinkAbout4.14 - 2709 Agreements for On-Call Engineering Services
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STAFF REPORT
CITY COUNCIL
DATE: June 18, 2019
TO: Honorable Mayor and City Councilmembers
FROM:
Christopher L. Foss, City Manager
SUBJECT:
On-Call Civil Engineering and Surveying Services
Prepared by: Nancy Nelson, Management Analyst II
EXECUTIVE SUMMARY:
The City Council will consider approving consulting services agreements for on -call civil
engineering and surveying services with BKF, CSW ST2, Harris & Associates, Mark
Thomas, Quincy Engineering, and Wood Rodgers. The term of these agreements begin
July 1, 2019 and go through June 30, 2022.
STAFF RECOMMENDATION:
Adopt the Resolution Approving Consulting Services Agreements for On -Call Civil
Engineering and Surveying Services.
FINANCIAL IMPACT:
All charges will be in accordance with assigned project and on-call work and will be
charged to the Public Works Department in accordance with the adopted budget.
DESCRIPTION:
The Public Works Department utilizes consultants on CIP projects, private development
projects, and for on-call, as needed services. Services provided assist Staff in specific
areas of technical and professional expertise. Consultants are solicited through an
open and competitive Request for Qualifications (RFQ) process. The RFQ process is
used to identify consulting firms with the necessary background and experience to
provide services as well as making certain that the cost for services is competitive. The
RFQ specified that selection would be based on quality and completeness of
submissions as well as a firm's experience with engagements of similar scope and
complexity. The RFQ was sent to firms previously under contract with the City and to
firms that had expressed interest in receiving RFQs. The RFQ was also posted to the
City's website.
Fourteen submissions were received, and after reviewing all qualifications, Staff
determined that 12 submissions were qualified to provide services to the City. Though
12 firms are qualified, Staff is recommending six firms, based on anticipated consultant
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need, to provide on-call services for a three-year term. Each of the six selected firms
have provided similar services to various municipalities around the Bay Area. Short
descriptions of the firms are as follows:
o BKF, located in Pleasanton, has completed similar work for the cities of
Walnut Creek, Pleasanton, Oakland, Alameda County, and Alameda CTC.
o CSW ST2, located in Pleasanton, has completed similar work for the cities of
El Cerrito, Hercules, Mill Valley, Richmond, and Alameda County.
o Harris & Associates, located in Concord, has completed similar work for the
cities of Dixon, Orinda, San Carlos, and the Count y of Marin.
o Mark Thomas, located in Walnut Creek, has completed similar projects for the
cities of Davis, Oakley, Concord, and the Town of Atherton.
o Quincy Engineering, located in Walnut Creek, has completed similar projects
for the cities of Walnut Creek, Pleasanton, Pleasant Hill, Newark, and the
County of Contra Costa.
o Wood Rodgers, located in Pleasanton, has completed similar work for the
cities of Oakland, Lincoln, San Ramon, AC Transit and Caltrans.
Because six other firms that responded to the RFQ were determined to be qualified,
they will remain on the City’s Managed Qualified Bid List. The City reserves the right to
enter, at a future date, into an agreement with any of these firms, which are: Bellecci,
CSG, HEI, NCE, TRC, and T.Y. Lin.
STRATEGIC PLAN INITIATIVE:
N/A
NOTICING REQUIREMENTS/PUBLIC OUTREACH:
N/A
ATTACHMENTS:
1. Resolution Approving Consulting Services Agreements for On-Call Civil Engineering
and Surveying Services
2. Exhibit A to Resolution - Consulting Services Agreements
RESOLUTION NO. XX- 19
A RESOLUTION OF THE CITY COUNCIL
OF THE CITY OF DUBLIN
*********
APPROVING CONSULTING SERVICES AGREEMENTS FOR ON-CALL CIVIL
ENGINEERING AND SURVEYING SERVICES
WHEREAS, Staff prepared and initiated a Request for Qualifications (RFQ) for
On-Call Civil Engineering and Surveying Services; and
WHEREAS, Staff reviewed and selected the six most qualified firms to provide
services; and
WHERAS, the City wishes to enter into agreements with BKF, CSW ST2, Harris
& Associates, Mark Thomas, Quincy Engineering, and Wood Rodgers for a term
through June 30, 2022; and
WHEREAS, the City also wishes to enter into contracts at a later date, for any of
the following approved firms which were also reviewed as part of the solicitation process
and who were deemed qualified: Bellecci, CSG, HEI, NCE, TRC, and T.Y. Lin; and
NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of
Dublin does hereby approve the On-Call Consulting Services Agreements with BKF,
CSW ST2, Harris & Associates, Mark Thomas, Quincy Engineering, and Wood Rodgers
as attached hereto as Exhibit “A” to this Resolution.
BE IT FURTHER RESOLVED that the City Manager 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.
PASSED, APPROVED AND ADOPTED this 18th day of June, 2019, by the
following vote:
AYES:
NOES:
ABSENT:
ABSTAIN:
________________________________
Mayor
ATTEST:
_______________________________________
City Clerk
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CONSULTING SERVICES AGREEMENT BETWEEN
THE CITY OF DUBLIN AND
BKF ENGINEERS
FOR
ON-CALL CIVIL ENGINEERING AND SURVEYING SERVICES
THIS AGREEMENT for consulting services is made by and between the City of Dublin (“City”) and
BKF Engineers (“Consultant”) (together sometimes referred to as the “Parties”) as of July 1, 2019 (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, 2022, the date of completion specified in Exhibit A, and Consultant shall
complete the work described in Exhibit A on or before that date, unless the term of the
Agreement is otherwise terminated or extended, as provided for in Section 8. The time
provided to Consultant to complete the services required by this Agreement shall not affect
the City’s right to terminate the Agreement, as referenced in Section 8. Notwithstanding
the foregoing this Agreement may be extended on a month to month basis for up to 6
months upon the written consent of the Consultant and the City Manager, provided that: a)
sufficient funds have been appropriated for such purchase, b) the price charged by the
Consultant for the provision of the serves described in Exhibit A does not increase. None
of the foregoing shall affect the City’s right to terminate the Agreement as provided for in
Section 8.
1.2 Task Order. Prior to execution of a Task Order, the City shall request a Task Order Scope
Proposal and Project Budget from the Consultant. Consultant shall provide the City with a
Task Order Scope Proposal and Project Budget, and if satisfactory, the City and
Consultant shall execute a Task Order. Upon an executed Task Order, Consultant shall
perform the services listed in the Task Order and in a manner consistent with this
Agreement.
1.3 Standard of Performance. Consultant shall perform all 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.
1.4 Assignment of Personnel. Consultant shall assign only competent personnel to perform
services pursuant to this Agreement. In the event that City, in its sole discretion, at any
time during the term of this Agreement, desires the reassignment of any such persons,
Consultant shall, immediately upon receiving notice from City of such desire of City,
reassign such person or persons.
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1.5 Time. Consultant shall devote such time to the performance of services pursuant to this
Agreement as may be reasonably necessary to meet the standard of performance
provided in Subsection 1.2 above and to satisfy Consultant’s obligations hereunder.
1.6 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 work s
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, to the extent set forth in Exhibit D.
1.7 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
between this Agreement and Consultant’s proposal, attached as Exhibit A, regarding the amount of
compensation, the Agreement shall prevail. City shall pay Consultant for services rendered pursuant to this
Agreement at the time and in the manner set forth herein. The payments specified below shall be the only
payments from City to Consultant for services rendered pursuant to this Agreement. Consultant shall
submit all invoices to City in the manner specified herein. Except as specifically authorized by City in
writing, Consultant shall not bill City for duplicate services performed by more than one person.
Consultant and City acknowledge and agree that compensation paid by City to Consultant under this
Agreement is based upon Consultant’s estimated costs of providing the services required hereunder,
including salaries and benefits of employees and subcontractors of Consultant. Consequently, the Parties
further agree that compensation hereunder is intended to include the costs of contributions to any pensions
and/or annuities to which Consultant and its employees, agents, and subcontractors may be eligible. City
therefore has no responsibility for such contributions beyond compensation required under this Agreement.
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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 submit ted 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 b etween
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 f inal
invoice, if all services required have been satisfactorily performed.
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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 whatsoev er
incurred by Consultant in rendering services pursuant to this Agreement, unless the
Agreement is modified prior to the services rendered, pursuant to Section 8.3 . City shall
make no payment for any extra, further, or additional service pursuant to t his Agreement
unless the Agreement is modified prior to the services rendered, pursuant to Section 8.3 .
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, pursuant to Section 8.3.
2.5 Hourly Fees. Fees for work performed by Consultant on an hourly basis shall not exceed
the amounts shown on the compensation schedule attached hereto as Exhibit B.
2.6 Reimbursable Expenses. Reimbursable expenses are specified in Exhibit B. Expenses
not listed in Exhibit B are not chargeable to City. Reimbursable expenses are included in
the total amount of compensation provided under this Agreement that shall not be
exceeded.
2.7 Payment of Taxes. Consultant is solely responsible for the payment of employment taxes
incurred under this Agreement and any similar federal or state taxes.
2.8 Payment upon Termination. In the event that the City or Consultant terminates this
Agreement pursuant to Section 8, the City shall compensate the Consultant for all
outstanding costs and reimbursable expenses incurred for work satisfactorily completed as
of the date of written notice of termination. Consultant shall maintain adequate logs and
timesheets to verify costs incurred to that date.
2.9 Authorization to Perform Services. The Consultant is not authorized to perform any
services or incur any costs whatsoever under the terms of this Agreement until receipt of
authorization from the Contract Administrator.
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.
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Section 4. INSURANCE REQUIREMENTS. Before fully executing this Agreement, Consultant, at its
own cost and expense, unless otherwise specified below, shall procure the types and amounts of insurance
listed below against claims for injuries to persons or damages to property that may arise from or in
connection with the performance of the work hereunder by the Consultant and its agents , representatives,
employees, and subcontractors. Consistent with the following provisions, Consultant shall provide proof
satisfactory to City of such insurance that meets the requirements of this section and under forms of
insurance satisfactory in all respects, and that such insurance is in effect prior to beginning work.
Consultant shall maintain the insurance policies required by this section throughout the term of this
Agreement. The cost of such insurance shall be included in the Consultant's bid or proposal. Consultant
shall not allow any subcontractor to commence work on any subcontract until Consultant has obtained all
insurance required herein for the subcontractor(s) and provided evidence to City that such insurance is in
effect. VERIFICATION OF THE REQUIRED INSURANCE SHALL BE SUBMITTED AND MADE PART OF
THIS AGREEMENT PRIOR TO EXECUTION. Consultant shall maintain all required insurance listed
herein for the duration of this Agreement.
4.1 Workers’ Compensation.
4.1.1 General Requirements. Consultant shall, at its sole cost and expense, maintain
Statutory Workers’ Compensation Insurance and Employer’s Liability Insurance for
any and all persons employed directly or indirectly by Consultant. The Statutory
Workers’ Compensation Insurance and Employer’s Liability Insurance shall be
provided with limits of not less than $1,000,000 per accident. In the alternative,
Consultant may rely on a self-insurance program to meet these requirements, but
only if the program of self-insurance complies fully with the provisions of the
California Labor Code. Determination of whether a self-insurance program meets
the standards of the California Labor Code shall be solely in the discretion of the
Contract Administrator.
The Workers’ Compensation policy shall be endorsed with a waiver of subrogation
in favor of the entity for all work performed by the Consultant, its employees,
agents, and subcontractors.
4.1.2 Submittal Requirements. To comply with Subsection 4.1, Consultant shall
submit the following:
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
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single limit coverage for risks associated with the work contemplated by this
Agreement. If a Commercial General Liability Insurance or an Automobile Liability
form or other form with a general aggregate limit is used, either the general
aggregate limit shall apply separately to the work to be performed under this
Agreement or the general aggregate limit shall be at least twice the required
occurrence limit. Such coverage shall include but shall not be limited to, protection
against claims arising from bodily and personal injury, including death resulting
therefrom, and damage to property resulting from activities contemplated under
this Agreement, including the use of owned and non-owned automobiles.
4.2.2 Minimum Scope of Coverage. Commercial general coverage shall be at least as
broad as Insurance Services Office Commercial General Liability occurrence form
CG 0001 (most recent edition) covering comprehensive General Liability on an
“occurrence” basis. Automobile coverage shall be at least as broad as Insurance
Services Office Automobile Liability form CA 0001, Code 1 (any auto). No
endorsement shall be attached limiting the coverage.
4.2.3 Additional Requirements. Each of the following shall be included in the
insurance coverage or added as a certified endorsement to the policy:
a. The Insurance shall cover on an occurrence or an accident basis, and not
on a claims-made basis.
b. City, its officers, officials, employees, and volunteers are to be covered as
additional insureds as respects: liability arising out of work or operations
performed by or on behalf of the Consultant; or automobiles owned,
leased, hired, or borrowed by the Consultant.
c. Consultant hereby agrees to waive subrogation which any insurer or
contractor may require from vendor by virtue of the payment of any loss.
Consultant agrees to obtain any endorsements that may be necessary to
effect this waiver of subrogation.
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;
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c. Waiver of Subrogation Endorsement as required by the section; and
d. Primary Insurance Endorsement as required by the section.
4.3 Professional Liability Insurance.
4.3.1 General Requirements. Consultant, at its own cost and expense, shall maintain
for the period covered by this Agreement professional liability insurance for
licensed professionals performing work pursuant to this Agreement in an amount
not less than $2,000,000 covering the licensed professionals’ errors and
omissions. Any deductible or self-insured retention shall not exceed $150,000 per
claim.
4.3.2 Claims-Made Limitations. The following provisions shall apply if the professional
liability coverage is written on a claims-made form:
a. The retroactive date of the policy must be shown and must be before the
date of the Agreement.
b. Insurance must be maintained and evidence of insurance must be
provided for at least 5 years after completion of the Agreement or the
work, so long as commercially available at reasonable rates.
c. If coverage is canceled or not renewed and it is not replaced with another
claims-made policy form with a retroactive date that precedes the date of
this Agreement, Consultant shall purchase an extended period coverage
for a minimum of 5 years after completion of work under this Agreement.
d. A copy of the claim reporting requirements must be submitted to the City
for review prior to the commencement of any work under this Agreement.
4.3.3 Additional Requirements. A certified endorsement to include contractual liability
shall be included in the policy.
4.3.4 Submittal Requirements. To comply with Subsection 4.3, Consultant shall
submit the Certificate of Liability Insurance in the amounts specified in the section.
4.4 All Policies Requirements.
4.4.1 Acceptability of Insurers. All insurance required by this section is to be placed
with insurers with a Bests' rating of no less than A:VII.
4.4.2 Verification of Coverage. Prior to beginning any work under this Agreement,
Consultant shall furnish City with complete copies of all Certificates of Liability
Insurance delivered to Consultant by the insurer, including complete copies of all
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endorsements attached to the policies. All copies of Certificates of Liability
Insurance and certified endorsements shall show the signature of a person
authorized by that insurer to bind coverage on its behalf. If the City does not
receive the required insurance documents prior to the Consultant beginning work,
it shall not waive the Consultant’s obligation to provide them. The City reserves
the right to require complete copies of all required insurance policies at any time.
4.4.3 Deductibles and Self-Insured Retentions. Consultant shall disclose to and
obtain the written approval of City for the self-insured retentions and deductibles
before beginning any of the services or work called for by any term of this
Agreement. At the option of the City, either: the insurer shall reduce or eliminate
such deductibles or self-insured retentions as respects the City, its officers,
employees, and volunteers; or the Consultant shall provide a financial guarantee
satisfactory to the City guaranteeing payment of losses and related investigations,
claim administration and defense expenses.
4.4.4 Wasting Policies. No policy required by this Section 4 shall include a “wasting”
policy limit (i.e. limit that is eroded by the cost of defense).
4.4.5 Endorsement Requirements. Each insurance policy required by Section 4 shall
be endorsed to state that coverage shall not be canceled by either party, except
after 30 days’ prior written notice has been provided to the City.
4.4.6 Subcontractors. Consultant shall include all subcontractors as insureds under its
policies or shall furnish separate certificates and certified endorsements for each
subcontractor. All coverages for subcontractors shall be subject to all of the
requirements stated herein.
4.5 Remedies. In addition to any other remedies City may have if Consultant fails to provide
or maintain any insurance policies or policy endorsements to the extent and within the time
herein required, City may, at its sole option exercise any of the following remedies, which
are alternatives to other remedies City may have and are not the exclusive remedy for
Consultant’s breach:
▪ Obtain such insurance and deduct and retain the amount of the premiums for such
insurance from any sums due under the Agreement;
▪ Order Consultant to stop work under this Agreement or withhold any payment that
becomes due to Consultant hereunder, or both stop work and withhold any payment,
until Consultant demonstrates compliance with the requirements hereof; and/or
▪ Terminate this Agreement.
Section 5. INDEMNIFICATION AND CONSULTANT’S RESPONSIBILITIES. Refer to the attached
Exhibit C, which is incorporated herein and made a part of this Agreement .
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Section 6. STATUS OF CONSULTANT.
6.1 Independent Contractor. At all times during the term of this Agreement, Consultant shall
be an independent contractor and shall not be an employee of City. City shall have the
right to control Consultant only insofar as the results of Consultant's 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. 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, 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.
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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 ma terials 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 upo n 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
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approval of the Contract Administrator. Consultant shall not subcontract any portion of the
performance contemplated and provided for herein, other than to the sub contractors 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 specifica lly 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 pa rties 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.
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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 paymen t 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 w hich
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 Contra ct
Administrator or his or her designee.
10.10 Notices. Any written notice to Consultant shall be sent to:
Gordon C. Sweet, Vice President
4670 Willow Road, Suite 250
Pleasanton, CA 94588
Any written notice to City shall be sent to:
City of Dublin
City Engineer
Public Works Department
100 Civic Plaza
Dublin, CA 94568
10.11 Integration. This Agreement, including the scope of work attached hereto and
incorporated herein as Exhibits A, B, C, D and E 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
Exhibit B Compensation Schedule & Reimbursable Expenses
Exhibit C Indemnification
Exhibit D California Labor Code Section 1720 Information
Exhibit E Conflict of Interest
10.12 Counterparts. This Agreement may be executed in multiple counterparts, each of which
shall be an original and all of which together shall constitute one agreement.
10.13 Certification per Iran Contracting Act of 2010. In the event that this contract is for
one million dollars ($1,000,000.00) or more, by Consultant’s signature below Consultant
certifies that Consultant, and any parent entities, subsidiaries, successors or subunits of
Consultant are not identified on a list created pursuant to subdivision (b) of Sect ion 2203 of
the California Public Contract Code as a person engaging in investment activities in Iran as
described in subdivision (a) of Section 2202.5, or as a person described in subdivision (b)
of Section 2202.5 of the California Public Contract Code, as applicable.
SIGNATURES ON FOLLOWING PAGE
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EXHIBIT A
SCOPE OF SERVICES
Consulting Services shall include professional design and surveying, as well as staff augmentation.
Design Services
Shall include, but not limited to:
• Prepare all necessary project environmental documents or manage environmental sub -consultants work
and implement the environmental mitigation measures in the design of projects.
• Perform or manage sub-consultants in the preparation of geotechnical services required on projects,
including determination of soil “R” values, pavement structural section, and other required soil
characteristics for design of structures.
• Prepare preliminary design of projects and alternative design studies, as required.
• Perform right-of-way engineering including right-of-way base map, exhibits, plat maps and legal
descriptions.
• As necessary, manage sub-consultants’ work in preparing appraisal reports and right-of-way acquisition.
• Perform project design at the 35%, 65%, 95% and 100% levels including specifications, special
provisions, technical specifications, and cost estimates, as required by the City.
• Prepare Storm Water Quality and Erosion Control plans in compliance with the latest requirements of the
California Regional Water Control Board, San Francisco Bay Area region , including stormwater control
or management plans, exhibits, and completion of necessary checklists in accordance with the Municipal
Regional Permit.
• Prepare final engineering cost estimates and contract bid documents based on the latest bid item unit
costs, Caltrans 2015 Specifications and Standard Plans, and federal requirements on federally -funded
projects.
• Provide design support services during construction and prepare final record drawings based on as -built
drawings provided by the City.
Surveying Services
Shall include, but not limited to:
• Perform topographic surveys.
• Perform utility research and coordination with utility companies.
• Perform base mapping.
• Perform Construction Staking.
• Complete Record of Survey.
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• Prepare plat maps, topographic surveys, right-of-way determination, right-of-way takes/vacations, legal
descriptions.
• Provide Real Property assistance, such as obtaining preliminary title reports, appraisals, and negotiations
with property owners.
• Obtain temporary construction easements.
• Prepare grant deeds, grants of easement, right of entry permits/agreements and temporary construction
easements.
• Perform boundary surveys.
Staff Augmentation Services
Shall include, but not limited to:
• Support of small to medium-sized capital projects including the preparation of staff reports, engineering
studies, project planning and coordination with other agencies and utilities.
• Assist the City in acquiring the necessary approvals from Caltrans Local Assistance Division on federally -
funded projects including preparation of forms and documents to acquire project E-76 approval to
construct, and/or approvals from other funding agencies including the Alameda County Transportation
Commission and Metropolitan Transportation Commission.
• Assist the City in managing consultant work including traffic signing and striping, traffic handling and
stage construction, landscaping and irrigation, utility undergrounding, and roadway lighting.
• Assist the City in managing the construction of small to medium -sized projects including advertisement
of projects, response to request for information, review of bids, award of contract, project accounting,
and closeout.
• Prepare baseline project design schedule using critical path method and update schedule as necessary.
• Prepare applications for and assist the City to obtain the necessary permits and approvals from
appropriate agencies.
Consultant’s staff may be asked to make presentations and/or attend City Council meetings, provide
community outreach, and serve as a subject matter expert, on behalf of the City.
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EXHIBIT B
COMPENSATION SCHEDULE & REIMBURSABLE EXPENSES
STAFF POSITION FY 2019-2020 APPROVED RATES*
ENGINEERING
PRINCIPAL $246
SENIOR ASSOCIATE $220
ASSOCIATE $214
PROJECT MANAGER $210**
ENGINEER IV $189
ENGINEER III $174
ENGINEER II $154
ENGINEER I $134
ENGINEERING ASSISTANT $ 82
JUNIOR ENGINEER $ 70
SURVEYING
SENIOR ASSOCIATE $220
ASSOCIATE $214
PROJECT MANAGER $210**
SURVEYOR IV $189
SURVEYOR III $174
SURVEYOR II $154
SURVEYOR I $134
SURVEY PARTY CHIEF $175
SURVEY CHAINMAN $113
APPRENTICE IV $109
APPRENTICE III $103
APPRENTICE II $ 93
APPRENTICE I $ 70
INSTRUMENTMAN $150
SURVEYING ASSISTANT $ 82
JUNIOR SURVEYOR $ 70
UTILITY LOCATING SUPERINTENDENT $176
UTILITY LOCATOR III $155
UTILITY LOCATOR II $129
UTILITY LOCATOR I $ 91
BIM SPECIALIST III $174
BIM SPECIALIST II $154
BIM SPECIALIST I $134
DESIGN AND DRAFTING
Technician IV $161
Technician III $148
Technician II $136
Technician I $128
Drafter IV $132
Drafter III $118
Drafter II $110
Drafter I $100
SERVICES
PROJECT ASSISTANT $ 82
CLERICAL/ADMINISTRATIVE ASSISTANT $ 70
UTILITY POTHOLING COST PLUS 10%
*Rates are eligible for increase each Fiscal Year.
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**Up to this rate, depending on level of Consultant’s Staff
• Rate increases must be submitted by June 1st of each year, by Contractor, in order to be effective
July 1st. Rate increase requests will not be accepted past August of each year. Rate increases
may not exceed 3%, and shall be based on the April, 12 month change, of the Annual San
Francisco Bay Area Consumer Price Index (CPI).
• Please note, reimbursable expenses are built into rates, identified above.
• Invoices shall be submitted electronically to: pwinvoices@dublin.ca.gov no more than once
monthly and as work is completed. Please be sure to list the Development Code for each project
or the CIP project number, for all charges on each invoice.
• Reporting requirements include a cumulative total of each staff members hours be listed on each
invoice.
• Pertaining to section 2.1, please make certain when submitting a letter to inform of an employee
exceeding 800 hours, to project the total number of hours anticipated for the fiscal year, as well as
the total dollar amount projected.
• Additional positions and corresponding rates may be approved, in writing, by the City Engineer, or
their designee.
• With each proposed Scope of Work and Budget submitted for each Task Order, please submit a
list of all sub-consultants, including DIR numbers, to be used on a project. Please be sure to
update a Project Manager if this should change over the course of a project.
• Overtime work to be charged at 1.5 times rate; Sunday work to be charged at 2 times the rate.
• Subconsultants and equipment rentals, not listed above, charged at 10% above cost.
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EXHIBIT C
INDEMNIFICATION
A. Consultant shall, to the extent permitted by law, including without limitation California Civil Code 2782
and 2782.8, indemnify, hold harmless and assume the defense of, in any actions at law or in equity, the
City, its employees, agents, volunteers, and elective and appointive boards, from all claims, losses, and
damages, including property damage, personal injury, death, and liability arising out of, pertaining to or
related to the negligence, recklessness or willful misconduct of Consultant or any person directly
employed by, or acting as agent for, Consultant, during and after completion of Consultant’s work
under this Agreement.
B. With respect to those claims arising from a professional error or omission, Consultant shall defend,
indemnify and hold harmless the City (including its elected officials, officers, employees, and
volunteers) from all claims, losses, and damages arising from the professionally negligent acts, errors
or omissions of Consultant, however, the cost to defend charged to Consultant shall not exceed
Consultant’s proportionate percentage fault.
C. Consultant's obligation under this section does not extend to that portion of a claim caused in whole or
in part by the sole negligence or willful misconduct of the City.
D. Consultant shall also indemnify, defend and hold harmless the City from all suits or claims for
infringement of any patent rights, copyrights, trade secrets, trade names, trademarks, service marks, or
any other proprietary rights of any person or persons because of the City or any of its officers,
employees, volunteers, or agents use of articles, products things, or services supplied in the
performance of Consultant’s services under this Agreement, however, the cost to defend charged to
Consultant shall not exceed Consultant’s proportionate percentage fault .
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EXHIBIT D
PROVISIONS REQUIRED FOR PUBLIC WORKS CONTRACTS
PURSUANT TO CALIFORNIA LABOR CODE SECTION 1720 ET SEQ.
HOURS OF WORK:
A. 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.
B. 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.
C. 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.
WAGES:
A. 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.
B. 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
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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 des cribed 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:
1. 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.
2. 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.
3. 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.
4. 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.
C. 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 verifie d by a written declaration that it is made
under penalty of perjury, stating both of the following:
1. The information contained in the payroll record is true and correct.
2. 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
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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.
D. 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 Co de Section 1777.5
governing employment and payment of apprentices on public works contracts.
E. 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.
3070368.1
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EXHIBIT E
CONFLICT OF INTEREST
Consultant confirms the ability to meet the City of Dublin’s Conflict of Interest requirements as specified in
the City’s RFP.
Consultant is not aware of any recent, current or anticipated contractual obligations which will pose a potential
conflict of interest with the work on this project. Consultant agrees that, for the term of this agreement, no
member, officer or employee of the City of Dublin, or a public body within Alameda County or member of
delegate to the Congress of the United States, during his/her tenure of for one year thereafter, shall have any
direct interest in the contacts or any direct or material benefit arising therefrom.
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WOOD RODGERS, INC. for CIVIL ENGINEERING AND SURVEYING SERVICES Page 1 of 15
CONSULTING SERVICES AGREEMENT BETWEEN
THE CITY OF DUBLIN AND
WOOD RODGERS, INC.
FOR
ON-CALL CIVIL ENGINEERING AND SURVEYING SERVICES
THIS AGREEMENT for consulting services is made by and between the City of Dublin (“City”) and
Wood Rodgers, Inc. (“Consultant”) (together sometimes referred to as the “Parties”) as of July 1, 2019 (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, 2022, the date of completion specified in Exhibit A, and Consultant shall
complete the work described in Exhibit A on or before that date, unless the term of the
Agreement is otherwise terminated or extended, as provided for in Section 8. The time
provided to Consultant to complete the services required by this Agreement shall not affect
the City’s right to terminate the Agreement, as referenced in Section 8. Notwithstanding
the foregoing this Agreement may be extended on a month to month basis for up to 6
months upon the written consent of the Consultant and the City Manager, provided that: a)
sufficient funds have been appropriated for such purchase, b) the price charged by the
Consultant for the provision of the serves described in Exhibit A does not increase. None
of the foregoing shall affect the City’s right to terminate the Agreement as provided for in
Section 8.
1.2 Standard of Performance. Consultant shall perform all services required pursuant to this
Agreement in the manner and according to the standards observed by a competent
practitioner of the profession in which Consultant is engaged.
1.3 Assignment of Personnel. Consultant shall assign only competent personnel to perform
services pursuant to this Agreement. In the event that City, in its sole discretion, at any
time during the term of this Agreement, desires the reassignment of any such persons,
Consultant shall, immediately upon receiving notice from City of such desire of City,
reassign such person or persons.
1.4 Time. Consultant shall devote such time to the performance of services pursuant to this
Agreement as may be reasonably necessary to meet the standard of performance
provided in Subsection 1.2 above and to satisfy Consultant’s obligations hereunder.
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 publi c works
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WOOD RODGERS, INC. for CIVIL ENGINEERING AND SURVEYING SERVICES Page 2 of 15
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, to the extent set forth in Exhibit D.
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
between this Agreement and Consultant’s proposal, attached as Exhibit A, regarding the amount of
compensation, the Agreement shall prevail. City shall pay Consultant for services rendered pursuant to this
Agreement at the time and in the manner set forth herein. The payments specified below shall be the only
payments from City to Consultant for services rendered pursuant to this Agreement. Cons ultant shall
submit all invoices to City in the manner specified herein. Except as specifically authorized by City in
writing, Consultant shall not bill City for duplicate services performed by more than one person.
Consultant and City acknowledge and agree that compensation paid by City to Consultant under this
Agreement is based upon Consultant’s estimated costs of providing the services required hereunder,
including salaries and benefits of employees and subcontractors of Consultant. Consequently, the Parties
further agree that compensation hereunder is intended to include the costs of contributions to any pensions
and/or annuities to which Consultant and its employees, agents, and subcontractors may be eligible. City
therefore has no responsibility for such contributions beyond compensation required under this Agreement.
2.1 Invoices. Consultant shall submit invoices, not more often than once a month during the
term of this Agreement, based on the cost for services performed and reimbursable costs
incurred prior to the invoice date. No individual performing work under this Agreement shall
bill more than 2,000 hours in a fiscal year unless approved, in writing, by the City Manager
or his/her designee. Invoices shall contain the following information:
▪ Serial identifications of progress bills; i.e., Progress Bill No. 1 for the first invoice, etc.;
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▪ 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.
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,
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unless the Agreement is modified prior to the submission of such an invoice by a properly
executed change order or amendment.
2.5 Hourly Fees. Fees for work performed by Consultant on an hourly basis shall not exceed
the amounts shown on the compensation schedule attached hereto as Exhibit B.
2.6 Reimbursable Expenses. Reimbursable expenses are specified in Exhibit B. Expenses
not listed in Exhibit B are not chargeable to City. Reimbursable expenses are included in
the total amount of compensation provided under this Agreement that shall not be
exceeded.
2.7 Payment of Taxes. Consultant is solely responsible for the payment of employment taxes
incurred under this Agreement and any similar federal or state taxes.
2.8 Payment upon Termination. In the event that the City or Consultant terminates this
Agreement pursuant to Section 8, the City shall compensate the Consultant for all
outstanding costs and reimbursable expenses incurred for work satisfactorily completed as
of the date of written notice of termination. Consultant shall maintain adequate logs and
timesheets to verify costs incurred to that date.
2.9 Authorization to Perform Services. The Consultant is not authorized to perform any
services or incur any costs whatsoever under the terms of this Agreement until receipt of
authorization from the Contract Administrator.
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
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insurance required herein for the subcontractor(s) and provided evidence to City that such insurance is in
effect. VERIFICATION OF THE REQUIRED INSURANCE SHALL BE SUBMITTED AND MADE PART OF
THIS AGREEMENT PRIOR TO EXECUTION. Consultant shall maintain all required insurance listed
herein for the duration of this Agreement.
4.1 Workers’ Compensation.
4.1.1 General Requirements. Consultant shall, at its sole cost and expense, maintain
Statutory Workers’ Compensation Insurance and Employer’s Liability Insurance for
any and all persons employed directly or indirectly by Consultant. The Statutory
Workers’ Compensation Insurance and Employer’s Liability Insurance shall be
provided with limits of not less than $1,000,000 per accident. In the alternative,
Consultant may rely on a self-insurance program to meet these requirements, but
only if the program of self-insurance complies fully with the provisions of the
California Labor Code. Determination of whether a self-insurance program meets
the standards of the California Labor Code shall be solely in the discretion of the
Contract Administrator.
The Workers’ Compensation policy shall be endorsed with a waiver of subrogation
in favor of the entity for all work performed by the Consultant, its employees,
agents, and subcontractors.
4.1.2 Submittal Requirements. To comply with Subsection 4.1, Consultant shall
submit the following:
a. Certificate of Liability Insurance in the amounts specified in the section;
and
b. Waiver of Subrogation Endorsement as required by the section.
4.2 Commercial General and Automobile Liability Insurance.
4.2.1 General Requirements. Consultant, at its own cost and expense, shall maintain
commercial general liability insurance for the term of this Agreement in an amount
not less than $1,000,000 and automobile liability insurance for the term of this
Agreement in an amount not less than $1,000,000 per occurrence, combined
single limit coverage for risks associated with the work contemplated by this
Agreement. If a Commercial General Liability Insurance or an Automobile Liability
form or other form with a general aggregate limit is used, either the general
aggregate limit shall apply separately to the work to be performed under this
Agreement or the general aggregate limit shall be at least twice the required
occurrence limit. Such coverage shall include but shall not be limited to, protection
against claims arising from bodily and personal injury, including death resulting
therefrom, and damage to property resulting from activities contemplated under
this Agreement, including the use of owned and non-owned automobiles.
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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
Consultant’s insurance coverage shall be primary insurance as respects
the City, its officers, officials, employees, and volunteers. Any insurance
or self-insurance maintained by the City, its officers, officials, employees,
or volunteers shall be excess of the Consultant’s insurance and shall not
contribute with it.
4.2.4 Submittal Requirements. To comply with Subsection 4.2, Consultant shall
submit the following:
a. Certificate of Liability Insurance in the amounts specified in the section;
b. Additional Insured Endorsement as required by the section;
c. Waiver of Subrogation Endorsement as required by the section; and
d. Primary Insurance Endorsement as required by the section.
4.3 Professional Liability Insurance.
4.3.1 General Requirements. Consultant, at its own cost and expense, shall maintain
for the period covered by this Agreement professional liability insurance for
licensed professionals performing work pursuant to this Agreement in an amount
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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 5 years after completion of the Agreement or the
work, so long as commercially available at reasonable rates.
c. If coverage is canceled or not renewed and it is not replaced with another
claims-made policy form with a retroactive date that precedes the date of
this Agreement, Consultant shall purchase an extended period coverage
for a minimum of 5 years after completion of work under this Agreement.
d. A copy of the claim reporting requirements must be submitted to the City
for review prior to the commencement of any work under this Agreement.
4.3.3 Additional Requirements. A certified endorsement to include contractual liability
shall be included in the policy.
4.3.4 Submittal Requirements. To comply with Subsection 4.3, Consultant shall
submit the Certificate of Liability Insurance in the amounts specified in the section.
4.4 All Policies Requirements.
4.4.1 Acceptability of Insurers. All insurance required by this section is to be placed
with insurers with a Bests' rating of no less than A:VII.
4.4.2 Verification of Coverage. Prior to beginning any work under this Agreement,
Consultant shall furnish City with complete copies of all Certificates of Liability
Insurance delivered to Consultant by the insurer, including complete copies of all
endorsements attached to the policies. All copies of Certificates of Liability
Insurance and certified endorsements shall show the signature of a person
authorized by that insurer to bind coverage on its behalf. If the City does not
receive the required insurance documents prior to the Consultant beginning work,
it shall not waive the Consultant’s obligation to provide them. The City reserves
the right to require complete copies of all required insurance policies at any time.
4.4.3 Deductibles and Self-Insured Retentions. Consultant shall disclose to and
obtain the written approval of City for the self-insured retentions and deductibles
before beginning any of the services or work called for by any term of this
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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. Refer to the attached
Exhibit C, which is incorporated herein and made a part of this Agreement.
Section 6. STATUS OF CONSULTANT.
6.1 Independent Contractor. At all times during the term of this Agreement, Consultant shall
be an independent contractor and shall not be an employee of City. 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. 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
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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, 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 loca l,
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.
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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 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, specifi cations,
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 he reby 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 an y audit
of the City, for a period of 3 years after final payment under the Agreement.
Section 10. MISCELLANEOUS PROVISIONS.
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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 w hich
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 an y
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
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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 Cont ract
Administrator or his or her designee.
10.10 Notices. Any written notice to Consultant shall be sent to:
Brian Krcelic, Project Manager
3301 C Street, Building 100-B
Sacramento, CA 95816
Any written notice to City shall be sent to:
City of Dublin
City Engineer
Public Works Department
100 Civic Plaza
Dublin, CA 94568
10.11 Integration. This Agreement, including the scope of work attached hereto and
incorporated herein as Exhibits A, B, C, D and E represents the entire and integrated
agreement between City and Consultant and supersedes all prior negotiations,
representations, or agreements, either written or oral.
Exhibit A Scope of Services
Exhibit B Compensation Schedule & Reimbursable Expenses
Exhibit C Indemnification
Exhibit D California Labor Code Section 1720 Information
Exhibit E Conflict of Interest
10.12 Counterparts. This Agreement may be executed in multiple counterparts, each of which
shall be an original and all of which together shall constitute one agreement.
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10.13 Certification per Iran Contracting Act of 2010. In the event that this contract is for
one million dollars ($1,000,000.00) or more, by Consultant’s signature below Consultant
certifies that Consultant, and any parent entities, subsidiaries, successors or subunits of
Consultant are not identified on a list created pursuant to subdivision (b) of Section 2203 of
the California Public Contract Code as a person engaging in investment activities in Iran as
described in subdivision (a) of Section 2202.5, or as a person described in subdivision (b)
of Section 2202.5 of the California Public Contract Code, as applicable.
SIGNATURES ON FOLLOWING PAGE
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EXHIBIT A
SCOPE OF SERVICES
Consulting Services shall include professional design and surveying, as well as staff augmentation.
Design Services
Shall include, but not limited to:
• Prepare all necessary project environmental documents or manage environmental sub -consultants work
and implement the environmental mitigation measures in the design of projects.
• Perform or manage sub-consultants in the preparation of geotechnical services required on projects,
including determination of soil “R” values, pavement structural section, and other required soil
characteristics for design of structures.
• Prepare preliminary design of projects and alternative design studies, as required.
• Perform right-of-way engineering including right-of-way base map, exhibits, plat maps and legal
descriptions.
• As necessary, manage sub-consultants’ work in preparing appraisal reports and right-of-way acquisition.
• Perform project design at the 35%, 65%, 95% and 100% levels including specifications, special
provisions, technical specifications, and cost estimates, as required by the City.
• Prepare Storm Water Quality and Erosion Control plans in compliance with the latest requirements of the
California Regional Water Control Board, San Francisco Bay Area region , including stormwater control
or management plans, exhibits, and completion of necessary checklists in accordance with the Municipal
Regional Permit.
• Prepare final engineering cost estimates and contract bid documents based on the latest bid item unit
costs, Caltrans 2015 Specifications and Standard Plans, and federal requirements on federally -funded
projects.
• Provide design support services during construction and prepare final record drawings based on as -built
drawings provided by the City.
Surveying Services
Shall include, but not limited to:
• Perform topographic surveys.
• Perform utility research and coordination with utility companies.
• Perform base mapping.
• Perform Construction Staking.
• Complete Record of Survey.
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• Prepare plat maps, topographic surveys, right-of-way determination, right-of-way takes/vacations, legal
descriptions.
• Provide Real Property assistance, such as obtaining preliminary title reports, appraisals, and negotiations
with property owners.
• Obtain temporary construction easements.
• Prepare grant deeds, grants of easement, right of entry permits/agreements and temporary construction
easements.
• Perform boundary surveys.
Staff Augmentation Services
Shall include, but not limited to:
• Support of small to medium-sized capital projects including the preparation of staff reports, engineering
studies, project planning and coordination with other agencies and utilities.
• Assist the City in acquiring the necessary approvals from Caltrans Local Assistance Division on federally -
funded projects including preparation of forms and documents to acquire project E -76 approval to
construct, and/or approvals from other funding agencies including the Alameda County Transportation
Commission and Metropolitan Transportation Commission.
• Assist the City in managing consultant work including traffic signing and striping, traffic handling and
stage construction, landscaping and irrigation, utility undergrounding, and roadway lighting.
• Assist the City in managing the construction of small to medium -sized projects including advertisement
of projects, response to request for information, review of bids, award of contract, project accounting,
and closeout.
• Prepare baseline project design schedule using critical path method and update schedule as necessary.
• Prepare applications for and assist the City to obtain the necessary permits and approvals from
appropriate agencies.
Consultant’s staff may be asked to make presentations and/or attend City Council meetings, provide
community outreach, and serve as a subject matter expert, on behalf of the City.
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EXHIBIT B
COMPENSATION SCHEDULE & REIMBURSABLE EXPENSES
STAFF POSITION FY 2019-2020 APPROVED RATES*
PRINCIPAL ENGINEER/SURVEYOR II $245
PRINCIPAL ENGINEER/SURVEYOR I $205
ASSOCIATE ENGINEER/SURVEYOR III $200
ASSOCIATE ENGINEER/SURVEYOR II $190
ASSOCIATE ENGINEER/SURVEYOR I $180
ENGINEER/SURVEYOR III $165
ENGINEER/SURVEYOR II $155
ENGINEER/SURVEYOR I $145
ASSISTANT ENGINEER/SURVEYOR III $115
CAD TECHNICIAN III $145
CAD TECHNICIAN II $130
CAD TECHNICIAN I $115
PROJECT COORDINATOR $125
ADMINISTRATIVE ASSISTANT $105
1 PERSON SURVEY CREW $190
2 PERSON SURVEY CREW $275
3 PERSON SURVEY CREW $360
CONSULTANTS, OUTSIDE SERVICES COST PLUS 10%
OVERTIME WORK RATE PLUS 50%
*Rates are eligible for increase each Fiscal Year.
• Rate increases must be submitted by June 1st of each year, by Consultant, in order to be effective
July 1st. Rate increase requests will not be accepted past August of each year. Rate increases
may not exceed 3%, and shall be based on the April, 12 month change, of the Annual San
Francisco Bay Area Consumer Price Index (CPI).
• Please note, reimbursable expenses are built into rates, identified above.
• Invoices shall be submitted electronically to: pwinvoices@dublin.ca.gov no more than once
monthly and as work is completed. Please be sure to list the Development Code for each project
or the CIP project number, for all charges on each invoice.
• Reporting requirements include a cumulative total of each staff members hours be listed on each
invoice.
• Pertaining to section 2.1, please make certain when submitting a letter to inform of an employee
exceeding 800 hours, to project the total number of hours anticipated for the fiscal year, as well as
the total dollar amount projected.
• Additional positions and corresponding rates may be approved, in writing, by the City Engineer, or
their designee.
• With each proposed Scope of Work and Budget submitted for each Task Order, p lease submit a
list of all sub-consultants, including DIR numbers, to be used on a project. Please be sure to
update a Project Manager if this should change over the course of a project.
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EXHIBIT C
INDEMNIFICATION
A. Consultant shall, to the extent permitted by law, including without limitation California Civil Code 2782
and 2782.8, indemnify, hold harmless and assume the defense of, in any actions at law or in equity, the
City, its employees, agents, volunteers, and elective and appointive boards, from all claims, losses, and
damages, including property damage, personal injury, death, and liability of every kind, nature and
description, arising out of, pertaining to or related to the negligence, recklessness or willful misconduct
of Consultant or any person directly or indirectly employed by, or acting as agent for, Consultant, durin g
and after completion of Consultant’s work under this Agreement.
B. With respect to those claims arising from a professional error or omission, Consultant shall defend,
indemnify and hold harmless the City (including its elected officials, officers, employee s, and
volunteers) from all claims, losses, and damages arising from the professionally negligent acts, errors
or omissions of Consultant, however, the cost to defend charged to Consultant shall not exceed
Consultant’s proportionate percentage fault.
C. Consultant's obligation under this section does not extend to that portion of a claim caused in whole or
in part by the sole negligence or willful misconduct of the City.
D. Consultant shall also indemnify, defend and hold harmless the City from all suits or claims for
infringement of any patent rights, copyrights, trade secrets, trade names, trademarks, service marks, or
any other proprietary rights of any person or persons because of the City or any of its officers,
employees, volunteers, or agents use of articles, products things, or services supplied in the
performance of Consultant’s services under this Agreement, however, the cost to defend charged to
Consultant shall not exceed Consultant’s proportionate percentage fault .
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EXHIBIT D
PROVISIONS REQUIRED FOR PUBLIC WORKS CONTRACTS
PURSUANT TO CALIFORNIA LABOR CODE SECTION 1720 ET SEQ.
HOURS OF WORK:
A. 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.
B. 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.
C. 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.
WAGES:
A. 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.
B. 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
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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 des cribed 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:
1. 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.
2. 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.
3. 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.
4. 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.
C. 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 verifie d by a written declaration that it is made
under penalty of perjury, stating both of the following:
1. The information contained in the payroll record is true and correct.
2. 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
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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.
D. 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.
E. 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.
3070368.1
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EXHIBIT E
CONFLICT OF INTEREST
Consultant confirms the ability to meet the City of Dublin’s Conflict of Interest requirements as specified in
the City’s RFP.
Consultant is not aware of any recent, current or anticipated contractual obligations which will pose a potential
conflict of interest with the work on this project. Consultant agrees that, for the term of this agreement, no
member, officer or employee of the City of Dublin, or a public body within Alameda County or member of
delegate to the Congress of the United States, during his/her tenure of for one year thereafter, shall have any
direct interest in the contacts or any direct or material benefit arising therefrom.