Agreement - TJKM Transporation Consultants - Contract No. 22PW1280 - 2nd Amend - Extending term of design engineering services for the HAWK for Gateway Sr Apts - Signed 2021-11-12
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AGREEMENT FOR SERVICES
(For design professional contracts over $5,000)
This AGREEMENT made this 12 day of November, 2021 between:
CITY: City of Gilroy, having a principal place of business at
7351 Rosanna Street, Gilroy, California
and CONSULTANT: TJKM, having a principal place of business at 4305 Hacienda Drive,
Suite 550, Pleasanton, CA 94588.
ARTICLE 1. TERM OF AGREEMENT
This Agreement will become effective on 11/17/2021 and will continue in effect through
12/30/2022 unless terminated in accordance with the provisions of Article 7 of this Agreement.
ARTICLE 2. INDEPENDENT CONTRACTOR STATUS
It is the express intention of the parties that CONSULTANT is an independent contractor and not
an employee, agent, joint venturer or partner of CITY. Nothing in this Agreement shall be
interpreted or construed as creating or establishing the relationship of employer and employee
between CITY and CONSULTANT or any employee or agent of CONSULTANT. Both parties
acknowledge that CONSULTANT is not an employee for state or federal tax purposes.
CONSULTANT shall not be entitled to any of the rights or benefits afforded to CITY’S
employees, including, without limitation, disability or unemployment insurance, workers’
compensation, medical insurance, sick leave, retirement benefits or any other employment
benefits. CONSULTANT shall retain the right to perform services for others during the term of
this Agreement.
ARTICLE 3. SERVICES TO BE PERFORMED BY CONSULTANT
A. Specific Services
CONSULTANT agrees to: perform the services as outlined in Exhibit “A” (“Specific
Provisions”) and Exhibit “B” (“Scope of Services”) within the time periods described in and
Exhibit “C” (“Milestone Schedule”).
B. Method of Performing Services
CONSULTANT shall determine the method, details and means of performing the above-
described services. CITY shall have no right to, and shall not, control the manner or determine
the method of accomplishing CONSULTANT’S services.
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C. Employment of Assistants
CONSULTANT may, at the CONSULTANT’S own expense, employ such assistants as
CONSULTANT deems necessary to perform the services required of CONSULTANT by this
Agreement, subject to the prohibition against assignment and subcontracting contained in
Article 5 below. CITY may not control, direct, or supervise CONSULTANT’S assistants in the
performance of those services. CONSULTANT assumes full and sole responsibility for the
payment of all compensation and expenses of these assistants and for all state and federal income
tax, unemployment insurance, Social Security, disability insurance and other applicable
withholding.
D. Place of Work
CONSULTANT shall perform the services required by this Agreement at any place or location
and at such times as CONSULTANT shall determine is necessary to properly and timely perform
CONSULTANT’S services.
ARTICLE 4. COMPENSATION
A. Consideration
In consideration for the services to be performed by CONSULTANT, CITY agrees to pay
CONSULTANT the amounts set forth in Exhibit “D”. In no event however shall the total
compensation paid to CONSULTANT exceed $48,500 (Including Contingency).
B. Invoices
CONSULTANT shall submit invoices for all services rendered.
C. Payment
Payment shall be due according to the payment schedule set forth in Exhibit “D”. No payment
will be made unless CONSULTANT has first provided City with a written receipt of invoice
describing the work performed and any approved direct expenses (as provided for in
Exhibit “A”, Section IV) incurred during the preceding period. If CITY objects to all or any
portion of any invoice, CITY shall notify CONSULTANT of the objection within thirty (30)
days from receipt of the invoice, give reasons for the objection, and pay that portion of the
invoice not in dispute. It shall not constitute a default or breach of this Agreement for CITY not
to pay any invoiced amounts to which it has objected until the objection has been resolved by
mutual agreement of the parties.
D. Expenses
CONSULTANT shall be responsible for all costs and expenses incident to the performance of
services for CITY, including but not limited to, all costs of equipment used or provided by
CONSULTANT, all fees, fines, licenses, bonds or taxes required of or imposed against
CONSULTANT and all other of CONSULTANT’S costs of doing business. CITY shall not be
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responsible for any expenses incurred by CONSULTANT in performing services for CITY,
except for those expenses constituting “direct expenses” referenced on Exhibit “A.”
ARTICLE 5. OBLIGATIONS OF CONSULTANT
A. Tools and Instrumentalities
CONSULTANT shall supply all tools and instrumentalities required to perform the services
under this Agreement at its sole cost and expense. CONSULTANT is not required to purchase
or rent any tools, equipment or services from CITY.
B. Workers’ Compensation
CONSULTANT agrees to provide workers’ compensation insurance for
CONSULTANT’S employees and agents and agrees to hold harmless, defend with counsel
acceptable to CITY and indemnify CITY, its officers, representatives, agents and employees
from and against any and all claims, suits, damages, costs, fees, demands, causes of action,
losses, liabilities and expenses, including without limitation attorneys’ fees, arising out of any
injury, disability, or death of any of CONSULTANT’S employees.
C.Indemnification of Liability, Duty to Defend
1.As to professional liability, to the fullest extent permitted by
law,
CONSULTANT shall defend, through counsel approved by CITY (which approval shall not be
unreasonably withheld), indemnify and hold harmless CITY, its officers, representatives, agents
and employees against any and all suits, damages, costs, fees, claims, demands, causes of action,
losses, liabilities and expenses, including without limitation attorneys’ fees, to the extent arising
or resulting directly or indirectly from any willful or negligent acts, errors or omissions of
CONSULTANT or CONSULTANT’S assistants, employees or agents, including all claims
relating to the injury or death of any person or damage to any property.
2. As to other liability, to the fullest extent permitted by law, CONSULTANT shall
defend, through counsel approved by CITY (which approval shall not be unreasonably withheld),
indemnify and hold harmless CITY, its officers, representatives, agents and employees against
any and all suits, damages, costs, fees, claims, demands, causes of action, losses, liabilities and
expenses, including without limitation attorneys’ fees, arising or resulting directly or indirectly
from any act or omission of CONSULTANT or CONSULTANT’S assistants, employees or
agents, including all claims relating to the injury or death of any person or damage to any
property.
D. Insurance
In addition to any other obligations under this Agreement, CONSULTANT shall, at no cost to
CITY, obtain and maintain throughout the term of this Agreement: (a) Commercial Liability
Insurance on a per occurrence basis, including coverage for owned and non-owned automobiles,
with a minimum combined single limit coverage of $1,000,000 per occurrence for all damages
due to bodily injury, sickness or disease, or death to any person, and damage to property,
including the loss of use thereof; and (b) Professional Liability Insurance (Errors & Omissions)
with a minimum coverage of $1,000,000 per occurrence or claim, and $2,000,000 aggregate;
provided however, Professional Liability Insurance written on a claims made basis must comply
with the requirements set forth below. Professional Liability Insurance written on a claims
made basis (including without limitation the initial policy obtained and all subsequent policies
purchased as renewals or replacements) must show the retroactive date, and the retroactive date
must be before the earlier of the effective date of the contract or the beginning of the contract
work.
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Claims made Professional Liability Insurance must be maintained, and written evidence of
insurance must be provided, for at least five (5) years after the completion of the contract
work. If claims made coverage is canceled or non-renewed, and not replaced with another
claims-made policy form with a retroactive date prior to the earlier of the effective date of the
contract or the beginning of the contract work, CONSULTANT must purchase so
called “extended reporting” or “tail” coverage for a minimum of five (5) years after
completion of work, which must also show a retroactive date that is before the earlier of the
effective date of the contract or the beginning of the contract work. As a condition
precedent to CITY’S obligations under this Agreement, CONSULTANT shall furnish
written evidence of such coverage (naming CITY, its officers and employees as additional
insureds on the Comprehensive Liability insurance policy referred to in (a) immediately above
via a specific endorsement) and requiring thirty (30) days written notice of policy lapse or
cancellation, or of a material change in policy terms.
E. Assignment
Notwithstanding any other provision of this Agreement, neither this Agreement nor any duties or
obligations of CONSULTANT under this Agreement may be assigned or subcontracted by
CONSULTANT without the prior written consent of CITY, which CITY may withhold in
its sole and absolute discretion.
F. State and Federal Taxes
As CONSULTANT is not CITY’S employee, CONSULTANT shall be responsible for paying
all required state and federal taxes. Without limiting the foregoing,
CONSULTANT acknowledges and agrees that:
•CITY will not withhold FICA (Social Security) from CONSULTANT’S
payments;
•CITY will not make state or federal unemployment insurance contributions on
CONSULTANT’S behalf;
•CITY will not withhold state or federal income tax from payment to
CONSULTANT;
•CITY will not make disability insurance contributions on behalf of
CONSULTANT;
•CITY will not obtain workers’ compensation insurance on behalf of
CONSULTANT.
G. PREVAILING WAGE
CONTSULTANT agrees and acknowledges that it is its obligation to determine whether, and to what extent,
any work performed is or any workers employed relative to any construction to be performed under this
Agreement are subject to any Codes, Ordinances, Resolutions, Rules and other Regulations and established
policies of CITY and the laws of the State of California and the United States, including, without limitation,
the California Labor Code and Public Contract Code relating to public contracting and prevailing wage
requirements (“Prevailing Wage Laws”). To the extent Prevailing Wage Laws apply to work performed or
workers employed for the purpose of performing work under this Agreement, CONTSULTANT shall fully
comply with and ensure that all workers and/or subcontractors are informed of and comply with all
Prevailing Wage Laws and specifically any applicable requirement of California Labor Code Sections 1720
et seq. and 1770 et seq. and the regulations thereunder, which require the payment of prevailing wage rates
based on labor classification, as determined by the State of California, and the performance of other
requirements on certain “public works” or “maintenance” projects. It is the duty of CONTRACTOR to post a
copy of applicable prevailing wages at the job site. Prevailing wage information may be obtained at
www.dir.ca.gov.
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ARTICLE 6. OBLIGATIONS OF CITY
A.Cooperation of City
CITY agrees to respond to all reasonable requests of CONSULTANT and provide access, at
reasonable times following receipt by CITY of reasonable notice, to all documents reasonably
necessary to the performance of CONSULTANT’S duties under this Agreement.
B.Assignment
CITY may assign this Agreement or any duties or obligations thereunder to a successor
governmental entity without the consent of CONSULTANT. Such assignment shall not release
CONSULTANT from any of CONSULTANT’S duties or obligations under this Agreement.
ARTICLE 7. TERMINATION OF AGREEMENT
A.Sale of Consultant’s Business/ Death of Consultant.
CONSULTANT shall notify CITY of the proposed sale of CONSULTANT’s business no later
than thirty (30) days prior to any such sale. CITY shall have the option of terminating this
Agreement within thirty (30) days after receiving such notice of sale. Any such CITY
termination pursuant to this Article 7.A shall be in writing and sent to the address for notices to
CONSULTANT set forth in Exhibit A, Subsection V.I., no later than thirty (30) days after
CITY’ receipt of such notice of sale.
If CONSULTANT is an individual, this Agreement shall be deemed automatically terminated
upon death of CONSULTANT.
B.Termination by City for Default of Consultant
Should CONSULTANT default in the performance of this Agreement or materially breach any
of its provisions, CITY, at CITY’S option, may terminate this Agreement by giving written
notification to CONSULTANT. For the purposes of this section, material breach of this
Agreement shall include, but not be limited to the following:
1.CONSULTANT’S failure to professionally and/or timely perform any of the
services contemplated by this Agreement.
2.CONSULTANT’S breach of any of its representations, warranties or covenants
contained in this Agreement.
CONSULTANT shall be entitled to payment only for work satisfactorily completed through the
date of the termination notice, as reasonably determined by CITY, provided that such payment
shall not exceed the amounts set forth in this Agreement for the tasks described on Exhibit C”
which have been fully, competently and timely rendered by CONSULTANT. Notwithstanding
the foregoing, if CITY terminates this Agreement due to CONSULTANT’S default in the
performance of this Agreement or material breach by CONSULTANT of any of its provisions,
then in addition to any other rights and remedies CITY may have, CONSULTANT shall
No CONSULTANT or Subconsultant may be awarded an Agreement containing Public work
elements unless registered with the Department of Industrial Relations (DIR) pursuant to Labor
Code 1725.5. Registration with DIR must be maintained throughout the entire term of this
AGREEMENT, including any subsequent amendments.
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reimburse CITY, within ten (10) days after demand, for any and all costs and expenses incurred
by CITY in order to complete the tasks constituting the scope of work as described in this
Agreement, to the extent such costs and expenses exceed the amounts CITY would have been
obligated to pay CONSULTANT for the performance of that task pursuant to this Agreement.
C. Termination for Failure to Make Agreed-Upon Payments
Should CITY fail to pay CONSULTANT all or any part of the compensation set forth in Article
4 of this Agreement on the date due, then if and only if such nonpayment constitutes a default
under this Agreement, CONSULTANT, at the CONSULTANT’S option, may terminate this
Agreement if such default is not remedied by CITY within thirty (30) days after demand for such
payment is given by CONSULTANT to CITY.
D. Transition after Termination
Upon termination, CONSULTANT shall immediately stop work, unless cessation could
potentially cause any damage or harm to person or property, in which case CONSULTANT shall
cease such work as soon as it is safe to do so. CONSULTANT shall incur no further expenses in
connection with this Agreement. CONSULTANT shall promptly deliver to CITY all work done
toward completion of the services required hereunder, and shall act in such a manner as to
facilitate any the assumption of CONSULTANT’s duties by any new consultant hired by the
CITY to complete such services.
ARTICLE 8. GENERAL PROVISIONS
A. Amendment & Modification
No amendments, modifications, alterations or changes to the terms of this Agreement shall be
effective unless and until made in a writing signed by both parties hereto.
B. Americans with Disabilities Act of 1990
Throughout the term of this Agreement, the CONSULTANT shall use due professional care to
comply fully with all applicable provisions of the Americans with Disabilities Act of 1990 (“the
Act”) in its current form and as it may be amended from time to time. CONSULTANT shall
also require such compliance of all subcontractors performing work under this Agreement,
subject to the prohibition against assignment and subcontracting contained in Article 5 above.
The CONSULTANT shall defend with counsel acceptable to CITY, indemnify and hold
harmless the CITY OF GILROY, its officers, employees, agents and representatives from and
against all suits, claims, demands, damages, costs, causes of action, losses, liabilities, expenses
and fees, including without limitation attorneys’ fees, that may arise out of any violations of the
Act by the CONSULTANT, its subcontractors, or the officers, employees, agents or
representatives of either.
C. Attorneys’ Fees
If any action at law or in equity, including an action for declaratory relief, is brought to enforce
or interpret the provisions of this Agreement, the prevailing party will be entitled to reasonable
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attorneys’ fees, which may be set by the court in the same action or in a separate action brought
for that purpose, in addition to any other relief to which that party may be entitled.
D. Captions
The captions and headings of the various sections, paragraphs and subparagraphs of the
Agreement are for convenience only and shall not be considered nor referred to for resolving
questions of interpretation.
E. Compliance with Laws
The CONSULTANT shall keep itself informed of all State and National laws and all municipal
ordinances and regulations of the CITY which in any manner affect those engaged or employed
in the work, or the materials used in the work, or which in any way affect the conduct of the
work, and of all such orders and decrees of bodies or tribunals having any jurisdiction or
authority over the same. Without limiting the foregoing, CONSULTANT agrees to observe the
provisions of the Municipal Code of the CITY OF GILROY, obligating every contractor or
subcontractor under a contract or subcontract to the CITY OF GILROY for public works or for
goods or services to refrain from discriminatory employment or subcontracting practices on the
basis of the race, color, sex, religious creed, national origin, ancestry of any employee, applicant
for employment, or any potential subcontractor.
F. Conflict of Interest
CONSULTANT certifies that to the best of its knowledge, no CITY employee or office of any
public agency interested in this Agreement has any pecuniary interest in the business of
CONSULTANT and that no person associated with CONSULTANT has any interest that would
constitute a conflict of interest in any manner or degree as to the execution or performance of
this Agreement.
G. Entire Agreement
This Agreement supersedes any and all prior agreements, whether oral or written, between the
parties hereto with respect to the rendering of services by CONSULTANT for CITY and
contains all the covenants and agreements between the parties with respect to the rendering of
such services in any manner whatsoever. Each party to this Agreement acknowledges that no
representations, inducements, promises or agreements, orally or otherwise, have been made by
any party, or anyone acting on behalf of any party, which are not embodied herein, and that no
other agreement, statement or promise not contained in this Agreement shall be valid or binding.
No other agreements or conversation with any officer, agent or employee of CITY prior to
execution of this Agreement shall affect or modify any of the terms or obligations contained in
any documents comprising this Agreement. Such other agreements or conversations shall be
considered as unofficial information and in no way binding upon CITY.
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H.Governing Law and Venue
This Agreement shall be governed by and construed in accordance with the laws of the State
of California without regard to the conflict of laws provisions of any jurisdiction. The
exclusive jurisdiction and venue with respect to any and all disputes arising hereunder shall be
in state and federal courts located in Santa Clara County, California.
I.Notices
Any notice to be given hereunder by either party to the other may be effected either by personal
delivery in writing or by mail, registered or certified, postage prepaid with return receipt
requested. Mailed notices shall be addressed to the parties at the addresses appearing in
Exhibit “A”, Section V.I. but each party may change the address by written notice in
accordance with this paragraph. Notices delivered personally will be deemed delivered as of
actual receipt; mailed notices will be deemed delivered as of three (3) days after mailing.
J.Partial Invalidity
If any provision in this Agreement is held by a court of competent jurisdiction to be invalid, void
or unenforceable, the remaining provisions will nevertheless continue in full force without being
impaired or invalidated in any way.
K.Time of the Essence
All dates and times referred to in this Agreement are of the essence.
L.Waiver
CONSULTANT agrees that waiver by CITY of any one or more of the conditions of
performance under this Agreement shall not be construed as waiver(s) of any other condition of
performance under this Agreement.
Executed at Gilroy, California, on the date and year first above written.
CONSULTANT:CITY:
TJKM CITY OF GILROY
By:
Name: Daryl Jordan
Title: Public Works Director
By:
Name: Nayan Amin
Title: President
Social Security or Taxpayer
Identification Number
4845-6718-3385v1
Approved as to Form ATTEST:
City Attorney Interim City Clerk
94-2239515
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EXHIBIT “A”
SPECIFIC PROVISIONS
I. PROJECT MANAGER
CONSULTANT shall provide the services indicated on the attached Exhibit “B”, Scope of
Services (“Services”). (All exhibits referenced are incorporated herein by reference.) To
accomplish that end, CONSULTANT agrees to assign Sayed Fakhry, who will act in the
capacity of Project Manager, and who will personally direct such Services.
Except as may be specified elsewhere in this Agreement, CONSULTANT shall furnish all
technical and professional services including labor, material, equipment, transportation,
supervision and expertise to perform all operations necessary and required to satisfactorily
complete the Services required herein.
II. NOTICE TO PROCEED/COMPLETION OF SERVICE
A. NOTICE TO PROCEED
CONSULTANT shall commence the Services upon delivery to CONSULTANT of a written
“Notice to Proceed”, which Notice to Proceed shall be in the form of a written communication
from designated City contact person(s). Notice to Proceed may be in the form of e-mail, fax or
letter authorizing commencement of the Services. For purposes of this Agreement, Faranak
Mahdavi shall be the designated City contact person(s). Notice to Proceed shall be deemed to
have been delivered upon actual receipt by CONSULTANT or if otherwise delivered as provided
in the Section V.I. (“Notices”) of this Exhibit “A”.
B. COMPLETION OF SERVICES
When CITY determines that CONSULTANT has satisfactorily completed all of the Services,
CITY shall give CONSULTANT written Notice of Final Acceptance, and CONSULTANT shall
not incur any further costs hereunder. CONSULTANT may request this determination of
completion when, in its opinion, it has satisfactorily completed all of the Services and, if so
requested, CITY shall make this determination within two (2) weeks of such request, or if CITY
determines that CONSULTANT has not satisfactorily completed all of such Services, CITY
shall so inform CONSULTANT within this two (2) week period.
III. PROGRESS SCHEDULE
The schedule for performance and completion of the Services will be as set forth in the attached
Exhibit “C”.
IV. PAYMENT OF FEES AND DIRECT EXPENSES
Payments shall be made to CONSULTANT as provided for in Article 4 of this Agreement.
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Direct expenses are charges and fees not included in Exhibit “B”. CITY shall be obligated to
pay only for those direct expenses which have been previously approved in writing by CITY.
CONSULTANT shall obtain written approval from CITY prior to incurring or billing of direct
expenses.
Copies of pertinent financial records, including invoices, will be included with the submission of
billing(s) for all direct expenses.
V. OTHER PROVISIONS
A. CONSULTANT’S SERVICES TO BE APPROVED BY A REGISTERED
PROFESSIONAL ENGINEER
All civil (including structural and geotechnical) engineering plans, calculations, specifications
and reports shall be prepared by, or under the responsible charge of, a licensed civil engineer and
shall include his or her name and license number. Interim documents shall include a notation as
to the intended purpose of the document, such as “preliminary” or “for review only.” All civil
engineering plans and specifications that are permitted or that are to be released for construction
shall bear the signature and seal of the licensee and the date of signing and sealing or stamping.
All final civil engineering calculations and reports shall bear the signature and seal or stamp of
the licensee, and the date of signing and sealing or stamping.
B. STANDARD OF WORKMANSHIP
CONSULTANT represents and warrants that it has the qualifications, skills and licenses
necessary to perform the Services, and its duties and obligations, expressed and implied,
contained herein, and CITY expressly relies upon CONSULTANT’S representations and
warranties regarding its skills, qualifications and licenses. CONSULTANT shall perform such
Services and duties in conformance to and consistent with the standards generally recognized as
being employed by professionals in the same discipline in the State of California.
Any plans, designs, specifications, estimates, calculations, reports and other documents furnished
under this Agreement shall be of a quality acceptable to CITY. The minimum criteria for
acceptance shall be a product of neat appearance, well-organized, technically and grammatically
correct, checked and having the maker and checker identified. The minimum standard of
appearance, organization and content of the drawings shall be that used by CITY for similar
purposes.
C. RESPONSIBILITY OF CONSULTANT
CONSULTANT shall be responsible for the professional quality, technical accuracy, and the
coordination of the Services furnished by it under this Agreement. The CITY’S review,
acceptance or payment for any of the Services shall not be construed to operate as a waiver of
any rights under this Agreement or of any cause of action arising out of the performance of this
Agreement, and CONSULTANT shall be and remain liable to CITY in accordance with
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applicable law for all damages to CITY caused by CONSULTANT’S negligent performance of
any of the services furnished under this Agreement.
D. RIGHT OF CITY TO INSPECT RECORDS OF CONSULTANT
CITY, through its authorized employees, representatives or agents, shall have the right, at any
and all reasonable times, to audit the books and records (including, but not limited to, invoices,
vouchers, canceled checks, time cards, etc.) of CONSULTANT for the purpose of verifying any
and all charges made by CONSULTANT in connection with this Agreement. CONSULTANT
shall maintain for a minimum period of three (3) years (from the date of final payment to
CONSULTANT), or for any longer period required by law, sufficient books and records in
accordance with standard California accounting practices to establish the correctness of all
charges submitted to CITY by CONSULTANT, all of which shall be made available to CITY at
the CITY’s offices within five (5) business days after CITY’s request.
E. CONFIDENTIALITY OF MATERIAL
All ideas, memoranda, specifications, plans, manufacturing procedures, data (including, but not
limited to, computer data and source code), drawings, descriptions, documents, discussions or
other information developed or received by or for CONSULTANT and all other written and oral
information developed or received by or for CONSULTANT and all other written and oral
information submitted to CONSULTANT in connection with the performance of this Agreement
shall be held confidential by CONSULTANT and shall not, without the prior written consent of
CITY, be used for any purposes other than the performance of the Services, nor be disclosed to
an entity not connected with the performance of the such Services. Nothing furnished to
CONSULTANT which is otherwise known to CONSULTANT or is or becomes generally
known to the related industry (other than that which becomes generally known as the result of
CONSULTANT’S disclosure thereof) shall be deemed confidential. CONSULTANT shall not
use CITY’S name or insignia, or distribute publicity pertaining to the services rendered under
this Agreement in any magazine, trade paper, newspaper or other medium without the express
written consent of CITY.
F. NO PLEDGING OF CITY’S CREDIT.
Under no circumstances shall CONSULTANT have the authority or power to pledge the credit
of CITY or incur any obligation in the name of CITY.
G. OWNERSHIP OF MATERIAL.
All material including, but not limited to, computer information, data and source code, sketches,
tracings, drawings, plans, diagrams, quantities, estimates, specifications, proposals, tests, maps,
calculations, photographs, reports and other material developed, collected, prepared (or caused to
be prepared) under this Agreement shall be the property of CITY, but CONSULTANT may
retain and use copies thereof subject to Section V.E of this Exhibit “A”.
CITY shall not be limited in any way in its use of said material at any time for any work,
whether or not associated with the City project for which the Services are performed.
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H. NO THIRD PARTY BENEFICIARY.
This Agreement shall not be construed or deemed to be an agreement for the benefit of any third
party or parties, and no third party or parties shall have any claim or right of action hereunder for
any cause whatsoever.
I.NOTICES.
Notices are to be sent as follows:
CITY: Faranak Mahdavi
City of Gilroy
7351 Rosana Street
Gilroy, CA 95020
CONSULTANT: Sayed Fakhry
TJKM
4305 Hacienda Drive, Suite 550
Pleasanton, CA 94588
J.FEDERAL FUNDING REQUIREMENTS.
If the box to the left of this sentence is checked, this Agreement involves federal
funding and the requirements of this Section V.J. apply.
If the box to the left of this sentence is checked, this Agreement does not involve
federal funding and the requirements of this Section V.J. do not apply.
1.DBE Program
CONSULTANT shall comply with the requirements of Title 49, Part 26, Code of Federal
Regulations (49 CFR 26) and the City-adopted Disadvantaged Business Enterprise programs.
2. Cost Principles
Federal Acquisition Regulations in Title 48, CFR 31, shall be used to determine the allowable
cost for individual items.
3. Covenant against Contingent Fees
The CONSULTANT warrants that he/she has not employed or retained any company or person,
other than a bona fide employee working for the CONSULTANT, to solicit or secure
this Agreement, and that he/she has not paid or agreed to pay any company or person, other
than a bona fide employee, any fee, commission, percentage, brokerage fee, gift or
any other consideration, contingent upon or resulting from the award or formation of this
Agreement. For breach or violation of this warranty, the Local Agency shall have the
right to annul this Agreement without liability or, at its discretion, to deduct from the
agreement price or consideration, or otherwise recover, the full amount of such fee,
commission, percentage, brokerage fee, gift or contingent fee.
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EXHIBIT “B”
SCOPE OF SERVICES
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Design of High-Intensity Activated Crosswalk (HAWK) & Minor Concrete Improvements | 1
Scope of Work
The scope of work is to design and prepare construction document Plans, Specifications and Estimate (PS&E) for
Design of High-Intensity Activated crosswalk (HAWK) and Minor Concrete Improvement at 6500 Monterrey Road,
Gateway Senior Apartments. The work also includes utility coordination (PG&E and others), identify power source and
design connection to provide power to the system.
Task 1 – Project management & Meetings
Task 1.1 – Kick-Off Meeting
•TJKM will schedule Kick-Off meeting with City of Gilroy Staff to go over project scope, schedule and any
special invoicing requirements
•City of Gilroy to provide existing information and any utility contacts as available
•TJKM will confirm with City on duration for City reviews and prepare updated project schedule based on
meeting
•TJKM will prepare kick-off meeting notes and share them with CityTask 1.2 – Project Management
•This task will also be used for project coordination items between TJKM and City of Gilroy and attendance of
any coordination meetings which may include design comments review and clarification questions
•TJKM will monitor overall project budget, schedule and invoicing under this taskTask 2 – Topographic Survey & Utility Research
Calvada Surveying as part of TJKM team will perform a design level Topographic Survey. The site boundaries will be
shown for reference based upon available record maps.
The items that will include are as follows:
•The vertical control will be based upon NAVD 88 Datum
•The horizontal control will be based on the California State Plane Coordinate System of 1983 (NAD 83)
•Survey observations will be taken on a 50 foot natural ground grid shots and 25 foot curb/sidewalk elevation
grid shots on the streets to create 1' contours intervals.
•Location, elevation, size, and type of existing utilities and improvements, on site and within 25 feet of the
property line
•Spot elevations of grade breaks and flow lines of adjacent streets, curbs, or catch basins that terminate or
commence offsite flow within the Site, along with all existing F.F.
•Flow line invert elevations and sizes of existing sanitary sewer and storm drain manholes adjacent to site,
unless bolted down
•Existing driveways and intersections adjacent to Site
•Location of existing adjacent signing and striping, and traffic control signals within the Site
•Nearest public fire hydrants within the Site. If none are within the Site limits, the nearest two shall be
provided.
•Street lights across the street and within the Site’s lateral limits.
•Location of trees over 6 feet in height, regardless of caliper within the Site.
TJKM will perform the utility research by contacting each utility company in the area. TJKM will map out the utility
lines and show them faded in the design plans Task 3 – 30% Plans & estimate
•TJKM will perform site visit to review existing conditions, take photos and note any existing infrastructure
that may conflict with proposed improvements
•TJKM will use the topographic survey base and Utility mapping performed under task 2 and develop the
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Design of High-Intensity Activated Crosswalk (HAWK) & Minor Concrete Improvements | 2
required design plans
• The design plans will be developed to scale in AutoCAD following the latest City of Gilroy and Caltrans
Standards
• TJKM will develop an engineer’s estimate to accompany the plan set
• TJKM will acquire boilerplate specifications and prepare the table of contents list for the specifications,
detailed specifications will be provided with 65% PS&E and onwards Deliverables
• 30% Plans and Estimate
• Technical Specifications Table of Contents Task 4 – 65% Submittal
• TJKM will receive one set of comments on the 30% submittal
• TJKM will incorporate all comments and provide any comment clarification items via email to ensure next
submittal meets City expectations
• At this point the plans will be detailed further by adding non-standard details to the plans
• Engineers estimate will be updated per latest plan changes
• TJKM will develop the technical specifications of the proposed improvements Deliverables
• 65% PS&E Task 5 – 100% Submittal
• TJKM will receive one set of comments on the 65% submittal
• TJKM will incorporate all comments and provide any comment clarification items via email to ensure next
submittal meets City expectations
• The plans, estimates, and specifications will be updated further and be close to construction ready set Deliverables
• 100% PS&E Task 6 – Bid Package Submittal
• TJKM will receive one set of comments on the 100% submittal
• TJKM will incorporate all comments and provide any comment clarification items via email to ensure next
submittal meets City expectations
• The plans, estimates, and specifications will be updated to ensure all comments are addressed and plans
are construction ready Deliverables
• Bid Package PS&E Task 7 – Potholing
• TJKM will use sub-contractor to perform the exploratory potholing for the new pole installation
• TJKM has assumed four (4) potholes for the project
• TJKM will report the findings of potholing to City and note any conflicts that may have been found
• Design plans will be updated if conflicts are found based on potholing research
Task 8 – Bidding Support
• TJKM will assist the City in responding to bidders request for information (RFI)
• Support the City in coordination efforts to inform plan-holders
• Prepare addenda or revised documents based on RFI’s if required
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Design of High-Intensity Activated Crosswalk (HAWK) & Minor Concrete Improvements | 3
Task 9 – Construction Engineering Support Services
TJKM will perform the following tasks as part of Construction Support services
•Attend and prepare information for an internal handoff meeting from the design team to the construction
management team. TJKM will respond to questions regarding possible construction pitfalls, items for the
construction management team to be aware of (special working hours, shortened timelines for submittal
reviews, etc.)
•Attend periodic construction progress meetings (face-to-face or virtually)
•Participate in the final inspection and development of punch lists on an as needed basis.
•Respond to RFIs, which includes clarifying or providing adjustments or additional detail where necessary on
the plans and specifications
•TJKM to review and respond to all submittals within the period allocated in the contract documents and as
necessary to avoid construction delays and claims.
•TJKM to review proposed substitutions, if any, for conformance to plans and technical specifications.
•TJKM to review and make recommendations on proposed changes to the contract.
•Prepare Record Drawings based upon red-lines provided by the contractor and field reviews. The Record
Drawings shall be prepared digitally, using AutoCAD. Final Record Drawings shall be submitted electronically,
in PDF and CAD format. Deliverables
•Response to RFI and contractor submittal reviews
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I SCOPE OF SERVICES
Topographic Survey
A design level Topographic Survey will be provided for the area as outlined in the aerial picture
shown on Exhibit "A". The site boundaries will be shown for reference based upon available
record maps. We recommend that a complete title report be provided for the subject parcel in
order to identify all of the underlying encumbrances. We will only plot those easement shown
on available mapping and cannot guarantee that all easement/encumbrances will be shown.
The items that will include are as follows:
1.The vertical control will be based upon NAVD 88 Datum.
2.The horizontal control will be based on the California State Plane Coordinate System of 1983
(NAD 83).
3.Survey observations will be taken on a 50 foot natural ground grid shots and 25 foot
curb/sidewalk elevation grid shots on the streets to create 1' contours intervals.
4.Location, elevation, size, and type of existing utilities and improvements, on site and within 25
feet of the property line.
5.Spot elevations of grade breaks and flow lines of adjacent streets, curbs, or catch basins that
terminate or commence offsite flow within the Site, along with all existing F.F. and of adjacent
parking structure.
6.Flow line invert elevations and sizes of existing sanitary sewer and storm drain manholes
adjacent to site, unless bolted down.
7.Existing driveways and intersections adjacent to Site.
8.Location of existing adjacent signing and striping, and traffic control signals within the Site.
9.Nearest public fire hydrants within the Site. If none are within the Site limits, the nearest two
shall be provided.
10.Street lights across the street and within the Site’s lateral limits.
11.Location of trees over 6 feet in height, regardless of caliper within the Site.
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III FEE
Pricing includes all labor (both field and office), materials, equipment, research and deliverables
to client.
Topographic Survey.......................................………………………………..…$5,200.00
IV SCHEDULE
We are available immediately to expedite this project and require 24-hour notice. The delivery
of the topographic survey will be 18 business days from notice to proceed; subject to weather or
other factors beyond our control. Should you require quicker services, CAL VADA will
accommodate any reasonable schedule.
V ADDITIONAL SERVICES AND ASSUMPTIONS
Should changes to the Scope of Services or any additional services be required after
commencement of the project work, an Agreement for changes in pricing, if any, will be reached
for the extra work involved, the assumptions are as follows:
1) Current title reports will be supplied by the Clien t.
2)Deliverables will consist of a portable document format (PDF)/hard copy survey and CAD file.
3) Subject site will be accessible and clear of obstructions at requested time of survey (if
access coordination is needed prior to survey, Client will provide needed information) and surveying
will occur during normal business hours.
4) Lot Tie Agreement and Lot Line Adjustment efforts are excluded at this time as the
specific requirements and lot configurations are unknown at this time.
5) This is a Prevailing Wage Project.
6) Sufficient survey monumentation will be available at the controlling major intersections
and key locations of the underlying record maps. In the event the monumentation is incomplete or
deficient, then additional expanded scope may be required. If this should occur, we will discuss our
findings in detail with the Client, and a fee adjustment to this agreement will be required.
7) Please note that a Record of Survey has not been included in the Scope of Services. We
shall be required to file a Record of Survey if, in performing the boundary survey, material
discrepancies are found between the field conditions and the "record" conditions or if any of the
boundary lines being established are not shown on any previously recorded Subdivision Map, Official
Map, or Record of Survey. A copy of those sections of the Professional Land Surveyor's Act describing
the requirement for a Record of Survey will be provided at Client's request. The preparation and filing of
a Record of Survey shall be billed and paid for as "Additional Services."
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Exhibit "A"
Extent of Survey
1.Areas within the full Public Street Right of Way on streets which front the Site. This item
includes topography up to the back of sidewalk or curb and any utilities within 5’ of the back of
sidewalk or curb.
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APN 841-14-001
(6500 MONTEREY
ROAD, GILROY, CA)
APN 799-46-062
(15 ERVIN COURT,
GILROY, CA)
APN 841-14-063
(6400 MONTEREY
ROAD, GILROY, CA)
APN 799-46-006
(6595 MONTEREY
ROAD, GILROY, CA)
PROJECT
Title Report Locations
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EXHIBIT “C”
MILESTONE SCHEDULE
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IDTask NameDurationStartFinish1Project Management186 daysWed 11/17/21Wed 8/3/222Kickoff Meeting1 dayWed 11/17/21Wed 11/17/213Background Research61 daysThu 11/18/21Thu 2/10/224Field Reconnaissance1 dayThu 11/18/21Thu 11/18/215Topographic Surveying15 daysThu 11/18/21Wed 12/8/216Utility Research/Coordination60 daysFri 11/19/21Thu 2/10/227Plan Submittal80 daysThu 12/9/21Wed 3/30/228Prepare 30% Submittal15 daysThu 12/9/21Wed 12/29/219City Review 30% Submittal10 daysThu 12/30/21Wed 1/12/2210Prepare 65% Submittal15 daysThu 1/13/22Wed 2/2/2211City Review 65% Submittal10 daysThu 2/3/22Wed 2/16/2212Prepare 100% Submittal 10 daysThu 2/17/22Wed 3/2/2213City Review 100% Submittal10 daysThu 3/3/22Wed 3/16/2214Prepare Bid Package10 daysThu 3/17/22Wed 3/30/2215Bidding Support Phase30 daysThu 3/31/22Wed 5/11/2216Bidding Support Phase30 daysThu 3/31/22Wed 5/11/2217Construction Support Phase60 daysThu 5/12/22Wed 8/3/2218Construction Support60 daysThu 5/12/22Wed 8/3/2211/17DecemberJanuaryFebruaryMarchAprilMayJuneJulyAugustSeptemberPROJECT SCHEDULEDesign of High-Intensity Activated crossWalK(HAWK) and Minor Concrete ImprovementsCity of Gilroy - Project No. 22-RFP-PW-466DocuSign Envelope ID: CB3A8FA0-2D1B-435A-AFFB-2B3A3AEF92B2DocuSign Envelope ID: 8DDEE5B4-57DF-4D72-AEF7-7562EA595F11DocuSign Envelope ID: BFC47FEE-FA43-4324-8D62-BE112FDBE8C3
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EXHIBIT “D”
PAYMENT SCHEDULE
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entsRuta JariwalaSayed FakhryRutvij PatelAnna HighsmithManuel MonteroPIC & QA/QCProject ManagerTask LeadBilling Rate$242.87 $216.85 $172.72 $107.03 $96.97Project Management0 12 2 00142,947.60$ 02,947.60$ Kick-Off Meeting2 24779.14$ 779.14$ Project Management & Meetings10102,168.46$ 2,168.46$ Plan Submittal8 24 24 7652 18424,469.61$ 10,300.00$ 34,769.61$ Topographic Surveying & Utility Research0-$ 5,200.00$ 5,200.00$ 30% Submittal2 8 8 2420 628,110.51$ $1008,210.51$ 65% Submittal2 8 8 2010 486,712.65$ 6,712.65$ 100% Submittal2 4 4 2010 405,154.37$ 5,154.37$ Bid Package2 4 4 1212 344,492.08$ 4,492.08$ Potholing0-$ 5,000.00$ 5,000.00$ Bidding Services4 481,558.28$ -$ 1,558.28$ Construction Engineering Support Services4 4 48202,762.19$ -$ 2,762.19$ Total 8 44 34 8060 226 31,737.68$ 10,300.00$ 42,037.68$ Surveying - Title Report0-$ 2,000.00$ 2,000.00$ Total with Optional Services 8 44 34 8060 226 31,737.68$ 12,300.00$ 44,037.68$ TJKM ODCs* TJKM Does not charge mark up fo SubTopographic Surveying - TJKM's vendor to perform the required surveying for the project**30% Submittal - TJKM travel time for site visitsPotholing - TJKM's vendor to perform required potholing on the projectOPTIONAL SERVICESTaskAssistant Transportation EngineersTJKM Total FeeTJKMHours by TaskTJKM ODCs * $100 is for Travel time for Site Visit at 30% **Cost by TaskNote 1: Hourly billing rates shall be in effect throughout the duration of the project. DocuSign Envelope ID: CB3A8FA0-2D1B-435A-AFFB-2B3A3AEF92B2DocuSign Envelope ID: 8DDEE5B4-57DF-4D72-AEF7-7562EA595F11DocuSign Envelope ID: BFC47FEE-FA43-4324-8D62-BE112FDBE8C3
Item Description Unit Unit Price
Field Support
Field Survey Crew & Equipment (Prevailing Wage)*Hour $350.00 Round Trip Travel Time & Costs Hour $140.00
Office Support
Principal Hour $250.00 Director Surveying/Professional Land Surveyor Hour $210.00 Senior Project Manager Hour $175.00 Project Surveyor Hour $160.00 GPS Post Processing Hour $150.00 Survey Technician Hour $145.00 Drafting/AutoCAD Technician Hour $110.00 Accounting / Clerical Hour $80.00 Reimbursable CostsIn-House Reproductions Cost + 15% Printing and Materials Cost + 15% Parking and Tolls Cost + 15% Express Mail, Courier, Next Day Service Cost + 15% Special Sub-Consultant Services (GPR, etc.) Cost + 10% Miscellaneous ServicesPer Diem (when required) Day Per GSA Schedule Consultation in Connection with Litigation Hour $450.00 Transportation (per 2018 IRS Mileage Rate) Mile $0.54 Overtime and Saturday Rates Hour 1.5 times Hourly Rate
A 10% mark-up will be added to any sub-consultants utilized to cover project management and administration costs. Hourly billing rates shall remain in effect for the duration of the project.
*4 or 8 Hour Minimum
Rate Schedule (2020)Rate Schedule (2021)
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Rutvij PatelTO:
TJKMCOMPANY:
(925) 463-0611PHONE:
rpatel@tjkm.comEMAIL:
12/08/2021TEST:
DATE: 11/8/2021
Brent PaulsonFROM:
(408) 449-5178PHONE:
(408) 449-5147FAX:
Gilroy CA, Design Services Potholing at 6500BID/PROJECT:
Monterey Rd.
WO-00196054PROPOSAL#
Contractors License No. 982079
A - General Engineering
C-10 High Voltage Electrical
C-31 - Work Zone Traffic Control
D-31 Pole Installation and Maintenance
DIR# 1000002158
SBE# 1752478
1341 Archer Street, PO Box 924, Alviso, CA 95002-0924
Tel: 408-449-5178 Fax: 408-449-5147
Quote
Our quote is valid for: 30 days, expiring on: 12/08/2021
We are pleased to offer our quotation for the above referenced project as follows:
TJKM OtherSite:
-Mobilize to site -Pothole (4) locations 1' wide by 6' deep for HAWK signal design -Proposal assumes aggregateScope Summary:
base backfill with cold patch asphalt is acceptable -Proposal assumes Design firm to spot preliminary locations for signal standard
foundations prior to potholing
-bonds -licenses -PermitsExclusions:
ESTIMATE
Item Description Estimated
Quantity
Estimate Price
Per Unit
Total Estimated
Price
LABOR Per hour rate for laborer 40 $105.00 $4,200.00
EQUIPMENT Per hour rate for Dump truck and Vacuum
Excavator 8 $50.00 $400.00
MATERIAL Misc material and disposal fees 1 $400.00 $400.00
Subtotal:$5,000.00
Hourly billing rates shall remain in effect for the duration of the project.
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Federal Terms and Conditions
FEDERAL TERMS AND CONDITIONS:
During the performance of the contract, the Contractor must agree to comply with all applicable
Federal laws and regulations including but not limited to the following:
AFFIRMATIVE ACTION:
The work to be performed under this contract is on a project assisted under a program providing
direct federal financial assistance from the United States Department of Housing and Urban
Development (HUD) and subject to 24 CFR 85.36(e). CITY hereby notifies all bidders that it will
affirmatively insure that in any contract entered into pursuant to this advertisement,
disadvantaged, minority and women's business enterprises will be afforded full opportunity to
submit bids in response to this invitation and will not be discriminated against on the grounds of
race, color, religious creed, sex, or national origin in consideration for an award. Minority and
women-owned and operated businesses encouraged to apply.
SECTION 3:
The work to be performed under this contract is on a project assisted under a program providing
direct federal financial assistance from the HUD, Community Development Block Grant
Program, and is subject to the requirements of Section 3 of the Housing and Urban
Development Act of 1968, as amended, 12 USC 1701u. Section 3 requires that to the greatest
extent feasible opportunities for training and employment be given to low and moderate income
persons residing within the project area and that the contracts for work in connection with the
project be awarded to eligible business concerns which are located in, or owned in substantial
part by persons residing in the area of the project. Regulations for implementing the Section 3
clause are contained in 24 CFR 135, as amended, and as specified in the project specifications.
NON-DISCRIMINATION CLAUSE:
During the performance of this Agreement, Contractor and its subcontractors shall not
unlawfully discriminate, harass, or allow harassment against any employee or applicant for
employment because of sex, race, color, ancestry, religious creed, national origin, physical
disability (including HIV and AIDS), mental disability, medical condition (e.g., cancer), age (over
40), marital status, and denial of family care leave. Contractor and subcontractors shall insure
that the evaluation and treatment of their employees and applicants for employment are free
from such discrimination and harassment. Contractor and subcontractors shall comply with the
provisions of the Fair Employment and Housing Act (Gov. Code §12990 (a-f) et seq.) and the
applicable regulations promulgated thereunder (California Code of Regulations, Title 2, Section
7285 et seq.). The applicable regulations of the Fair Employment and Housing Commission
implementing Government Code Section 12990 (a-f), set forth in Chapter 5 of Division 4 of Title
2 of the California Code of Regulations, are incorporated into this Agreement by reference and
made a part hereof as if set forth in full. Contractor and its subcontractors shall give written
notice of their obligations under this clause to labor organizations with which they have a
collective bargaining or other Agreement.
Contractor shall include the nondiscrimination and compliance provisions of this clause in all
subcontracts to perform work under the Agreement.
EQUAL OPPORTUNITY:
During the performance of this Contract, the Contractor agrees as follows:
EXHIBIT D
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1. The Contractor with comply with Executive Order 11246 of September 24, 1965 entitled
Equal Employment Opportunity as amended by Executive Order 11375 of October 1967 as
supplemented in Department of Labor regulations (41 CFR chapter 60).
2. The Contractor will not discriminate against any employee or applicant for employment
because of race, color, religion, sex, or national origin. The Contractor will take affirmative
action to insure that applicants are employed and that employees are treated equally during
employment, without regard to race, color, religion, sex, or national origin. Such action shall
include, but not be limited to, the following: employment upgrading, demotion, transfer,
recruitment, or recruitment advertising; layoff or termination; rates of pay or other forms of
compensation; and selection for training including apprenticeship. The Contractor agrees to
post in conspicuous places, available to employees and applicants for employment, notices
to be provided by the City Setting forth the provisions of this nondiscrimination clause.
3. The Contractor will, in all solicitations or advertisements for employees placed by or on behalf
of the Contractor, state that all qualified applicants will receive consideration for employment
without regard to their race, color, religion, sex, or national origin.
4. The Contractor will send to each labor union or representative of workers with which he has a
collective bargaining agreement or other contract or understanding, a notice, to be provided
by the agency contracting officer, advising the labor union or workers' representative of the
contractor's commitments under Section 202 of Executive Order No. 11246 of September 24,
1965, and shall post copies of the notice in conspicuous places available to employees and
applicants for employment.
5. The Contractor will furnish all information and reports required by Executive Order No. 11246
of September 24, 1965, and by the rules, regulations, and orders of the Secretary of Labor,
or pursuant thereto, and will permit access to his books, records, and accounts by the
contracting agency and the Secretary of Labor for purposes of investigation to ascertain
compliance with such rules, regulations, and orders.
6. In the event of the Contractor's noncompliance with the nondiscrimination clauses of this
contract or with any of such rules, regulations, or orders, this contract may be cancelled,
terminated or suspended in whole or in part and the contractor may be declared ineligible for
further Government contracts in accordance with procedures authorized in Executive Order
No.11246 of Sept. 24, 1965, and such other sanctions may be imposed and remedies
invoked as provided in Executive Order No.11246 of September 24, 1965, or by rule,
regulation, or order of the Secretary of Labor, or as otherwise provided by law.
7. The Contractor will include the provisions of paragraphs (1) through (7) in every subcontract
or purchase order unless exempted by rules, regulations, or orders of the Secretary of Labor
issued pursuant to Section 204 of Executive Order No. 11246 of September 24,1965, so that
such provisions will be binding upon each subcontractor or vendor. The contractor will take
such action with respect to any subcontract or purchase order as may be directed by the
Secretary of Labor as a means of enforcing such provisions including sanctions for
noncompliance: Provided, however, that in the event the contractor becomes involved in, or
is threatened with, litigation with a subcontractor or vendor as a result of such direction, the
contractor may request the United States to enter into such litigation to protect the interests
of the United States.
8. The Contractor shall file, and shall cause each of his subcontractors to file, Compliance
Reports with the contracting agency or the Secretary of Labor as may be directed.
Compliance Reports shall be filed within such times and shall contain such information as to
the practices, policies, programs, and employment policies, programs, and employment
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statistics of the contractor and each subcontractor, and shall be in such form, as the
Secretary of Labor may prescribe.
9. Bidders or prospective contractors or subcontractors may be required to state whether they
have participated in any previous contract subject to the provisions of this Order, or any
preceding similar Executive order, and in that event to submit, on behalf of themselves and
their proposed subcontractors, Compliance Reports prior to or as an initial part of their bid or
negotiation of a contract.
10. Whenever the Contractor or subcontractor has a collective bargaining agreement or other
Contract or understanding with a labor union or an agency referring workers or providing or
supervising apprenticeship or training for such workers, the Compliance Report shall include
such information as to such labor union's or agency's practices and policies affecting
compliance as the Secretary of Labor may prescribe: Provided, That to the extent such
information is within the exclusive possession of a labor union or an agency referring workers
or providing or supervising apprenticeship or training and such labor union or agency shall
refuse to furnish such information to the contractor, the contractor shall so certify to the
Secretary of Labor as part of its Compliance Report and shall set forth what efforts he has
made to obtain such information.
11. The Secretary of Labor may direct that any bidder or prospective contractor or subcontractor
shall submit, as part of his Compliance Report, a statement in writing, signed by an
authorized officer or agent on behalf of any labor union or any agency referring workers or
providing or supervising apprenticeship or other training, with which the bidder or prospective
contractor deals, with supporting information, to the effect that the signer's practices and
policies do not discriminate on the grounds of race, color, religion, sex or national origin, and
that the signer either will affirmatively cooperate in the implementation of the policy and
provisions of this order or that it consents and agrees that recruitment, employment, and the
terms and conditions of employment under the proposed contract shall be in accordance with
the purposes and provisions of the order. In the event that the union or the agency shall
refuse to execute such a statement, the Compliance Report shall so certify and set forth what
efforts have been made to secure such a statement and such additional factual material as
the Secretary of Labor may require.
12. The Contractor will cause the foregoing provisions to be inserted in all subcontracts for work
covered by this Agreement so that such provisions will be binding upon each subcontractor,
provided that the foregoing provisions shall not apply to contracts or subcontracts for
standard commercial supplies or raw materials.
CONFLICT OF INTEREST OF MEMBERS, OFFICERS, OR EMPLOYEES OF
CONTRACTORS, MEMBERS OF LOCAL GOVERNING BODY, OR OTHER PUBLIC
OFFICIALS:
Pursuant to 24 CFR 570.611, no member, officer, or employee of the Grantee, or its designees
or agents, no member of the governing body of the locality in which the program is situated, and
no other public official of such locality or localities who exercise or have exercised any functions
or responsibilities with respect to CDBG activities assisted under this part, or who are in a
position to participate in a decision-making process or gain inside information with regard to
such activities, may obtain a financial interest or benefit from a CDBG-assisted activity, or have
a financial interest in any contract, subcontract or agreement with respect to a CDBG-assisted
activity or its proceeds, either for themselves or those with whom they have business or
immediate family ties, during their tenure or for one (1) year thereafter. The Grantee shall
incorporate, or cause to be incorporated, in all such contracts or subcontracts a provision
prohibiting such interest pursuant to the purposes of this Section.
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INSURANCE: Maintenance, if so required by law, unemployment insurance, disability insurance
and liability insurance, which is reasonable to compensate any person, firm, or corporation, who
may be injured or damaged by the contractor, or any subcontractor in performing the grant
activity(ies) or any part of it.
DISADVANTAGED/MINORITY/WOMEN BUSINESS ENTERPRISE FEDERAL REGULATORY
REQUIREMENTS UNDER 24 CFR 85.36(e): The Contractor will take all necessary affirmative
steps to assure that minority firms, women's business enterprises, and labor surplus area firms
are used when possible.
1. Affirmative steps shall include:
i. Placing qualified small and minority businesses and women's business enterprises
on solicitation lists;
ii. Assuring that small and minority businesses, and women's business enterprises are
solicited whenever they are potential sources;
iii. Dividing total requirements, when economically feasible, into smaller tasks or
quantities to permit maximum participation by small and minority business, and
women's business enterprises;
iv. Establishing delivery schedules, where the requirement permits, which encourage
participation by small and minority business, and women's business enterprises;
v. Using the services/assistance of the Small Business Administration (SBA), and the
Minority Business Development Agency (MBDA) of the Department of Commerce.
COPELAND “ANTI-KICKBACK” ACT (18 U.S.C. 874):
Contractor shall comply with the Copeland "Anti-Kickback" Act (18 U.S.C. 874) as
supplemented in Department of Labor regulations (29 CFR Part 3).
COMPLIANCE WITH ALL FEDERAL LABOR STANDARD PROVISIONS:
Contractor shall comply with all provisions contained in the form HUD-4010, Federal Labor
Standards Provisions.
COMPLIANCE WITH SECTIONS 103 AND 107 OF THE CONTRACT WORK HOURS AND
SAFETY STANDARDS ACT (40 U.S.C. 327-330):
Contractor will comply with Sections 103 and 107 of the Contract Work Hours and Safety
Standards Act (40 U.S.C. 327-330) as supplemented by Department of Labor regulations (29
CFR part 5). Requires the contracting officer to insert the clauses set forth in 29 CFR part 5,
Construction contracts awarded by grantees and subgrantees in excess of $2000, and in
excess of $2500 for other contracts which involve the employment of mechanics or laborers)
REQUIREMENTS AND REGULATIONS PERTAINING TO DATA AND DESIGN:
All data and design and engineering work created under this Agreement shall be owned by the
City and shall not be subject to copyright protection. The rights to any invention which is
developed in the course of this Agreement shall be the property of the City.
REQUIREMENTS AND REGULATIONS PERTAINING TO REPORTING:
The City, State CDBG, HUD and the Comptroller General of the United States or any of their
duly authorized representatives shall be granted access to any books, documents, papers and
records of Contractor which are directly pertinent the contract.
COMPLIANCE WITH CLEAN AIR ACT AND CLEAN WATER ACT:
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Contractor shall comply with all applicable standards, orders and requirements issued under
Section 306 of the Clean Air Act (42 U.S.C. 1857(h).
1. Contractor shall comply with all applicable standards, orders and requirements issued
under Section 508 of the Clean Air Act (33 U.S.C. 1368).
2. Contractor shall comply with Executive Order 11738 and Environmental Protection
Agency regulations (40 CFR Part 15).
COMPLIANCE WITH ENERGY POLICY AND CONSERVATION ACT (Pub. L. 94-163, 89
Stat. 871):
The Contractor shall comply with the mandatory standards and policies relating to energy
efficiency which are contained in the state energy conservation plan issued in compliance with
the Energy Policy and Conservation Act (Pub. L. 94-163,89 Stat. 871).
D/MBE/WBE IMPLEMENTATION GUIDELINES:
The following information, as applicable, shall be retained by Contractor and produced upon
request by General Services if determined by General Services to be necessary to establish the
bidder's "good faith efforts" to meet the Disadvantaged/Minority/Women Business Enterprise
(D/M/WBE) requirements.
1. The names and dates of advertisement of each newspaper, trade paper, and minority-
focus paper in which a request for D/M/WBE participation for this project was placed by
the bidder.
2. The names and dates of notices of all certified D/M/WBEs solicited by direct mail for this
project and the dates and methods used for following up initial solicitations to determine
with certainty whether the D/M/WBEs were interested.
3. The items of work for which the bidder requested subbids or materials to be supplied by
D/M/WBEs, the information furnished interested D/M/WBEs in the way of plans,
specifications and requirements for the work, and any breakdown of items of work into
economically feasible units to facilitate D/M/WBE participation. Where there are
D/M/WBEs available for doing portions of the work normally performed by the bidder
with his own forces, the bidder will be expected to make portions of such work available
for D/M/WBEs to bid on.
4. The names of D/M/WBEs who submitted bids for any of the work indicated in (3) above,
which were not accepted, a summary of the bidder's discussions and/or negotiations
with them, the name of the subcontractor or supplier that was selected for that portion of
work, and the reasons for the bidder's choice. If the reason for rejecting the D/M/WBE
bid was price, give the price bid by the rejected D/M/WBE and the price bid by the
selected subcontractor or supplier.
5. Assistance that the bidder has extended to D/M/WBEs identified in (4) above to remedy
the deficiency in their sub-bids.
6. To find a D/M/WBE certified firm, you may call (916) 445-3520, go on-line to:
http://www.dot.ca.eov/hq/bep, or via mail at: D/M/WBE Listing for County, CalTrans -
Publications Distribution Unit, 1900 Royal Oaks, Sacramento, CA 95815-3800.
AUDIT, RETENTION AND INSPECTION OF RECORDS:
The Contractor agrees that the (City/County), the Department of Housing and Community
Development, the Federal Department of Housing and Urban Development (HUD), or its
designee will have the right to review, obtain, and copy all records pertaining to performance of
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this Agreement. The Contractor agrees to provide any relevant information requested and shall
permit the (City/County), the Department of Housing and Community Development, the Federal
Department of Housing and Urban Development (HUD), or its designee access to its premises,
upon reasonable notice, during normal business hours for the purpose of interviewing
employees and inspecting and copying such books, records, accounts, and other material that
may be relevant to a matter under investigation for the purpose of determining compliance with
California Public Contract Code (PCC) Section 10115 et seq., Government Code (GC) Section
8546.7 and 2 CCR 1896.60 et seq.
The Contractor further agrees to maintain such records for a period of five (5) years after final
payment under this Agreement, and that on or before the end of the five (5) year audit/retention
period, the Consultant shall release and deliver to the (City/County) all original records and
related documentation.
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