Consulting Services Agreement between
City of Union City and The KPA Group, City Project No. 23-40
CONSULTING SERVICES AGREEMENT BETWEEN
THE CITY OF UNION CITY
AND
THE KPA GROUP
FOR CITY HALL WORKSTATION MODERNIZATION, PHASE II,
CITY PROJECT NO. 23-40
This Agreement for consulting services is made by and between the City of Union City, a municipal corporation, (“City”) and The KPA Group, a corporation, with offices located at 1840 Fourth Street, Suite 200, Livermore, CA 94550, (“Consultant”), (together referred to as the “Parties”) as of August 12, 2025 (the “Effective Date”).
Section 1. Services. Subject to the terms and conditions set forth in this Agreement, Consultant shall provide to City the services described in the Scope of Work attached as Exhibit A and incorporated herein, 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 September 30, 2026, 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.
1.2 Standard of Performance. Consultant shall perform all services required pursuant to this Agreement 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 is of the Essence. Time is of the essence. Consultant shall devote such time to the performance of services pursuant to this Agreement as may be reasonably necessary to timely finish the Scope of Work, to meet the standard of performance provided in Section 1.1 above and to satisfy Consultant’s obligations hereunder.
1.5 Public Works Requirements. Because the services described in Exhibit A include “work performed during the design and preconstruction phases of construction including, but not limited to, inspection and land surveying work,” the services constitute a public works within the definition of Section 1720(a)(1) of the California Labor Code. As a result, Consultant is required to comply with the provisions of the Labor Code applicable to public works, to the extent set forth in Exhibit C. Consultant shall waive, indemnify, hold harmless, and defend City concerning any liability arising out of Labor Code Section 1720 et seq.
Section 2. COMPENSATION. City hereby agrees to pay Consultant a sum not to exceed One Hundred Fourteen Thousand Five Hundred Dollars ($114,500), 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 B, regarding the amount of compensation, the Agreement shall prevail. City shall pay Consultant for services Consulting Services Agreement between
City of Union City and The KPA Group, City Project No. 23-40
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.
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. Invoices shall contain the following information:
• Serial identifications of progress bills; i.e., Progress Bill No. 1 for the first invoice, etc.; • Project name & number if applicable;
• Per Item 1.1, Terms of Service expiration date;
• Purchase Order number to expedite payment;
• The beginning and ending dates of the billing period; • A task summary containing the original contract amount, the amount of prior billings, the total due this period, the balance available under the Agreement, and the percentage of completion; • At City’s option, for each work item in each task, a copy of the applicable time entries or time sheets shall be submitted showing the name of the person doing the work, the hours spent by each person, a brief description of the work, and each reimbursable expense; • The total number of hours of work performed under the Agreement by Consultant and each employee, agent, and subcontractor of Consultant performing services hereunder; • The Consultant’s signature;
2.2 Monthly Payment. City shall make monthly payments, based on invoices received, for services satisfactorily performed, and for authorized reimbursable costs incurred. City shall have 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.
Consulting Services Agreement between
City of Union City and The KPA Group, City Project No. 23-40
In no event shall Consultant submit any invoice for an amount in excess of the maximum amount of compensation provided above either for a task or for the entire Agreement, unless the Agreement is modified prior to the submission of such an invoice by a properly executed change order or amendment.
2.5 Hourly Rate/Fees. Unless the services provided are for a lump sum or flat fee, fees for work performed by Consultant on an hourly basis shall not exceed the amounts shown on the compensation cost proposal attached hereto as Exhibit B. In the event of a conflict in or inconsistency between the terms of this Agreement and Exhibit B, the Agreement shall prevail.
2.6 Reimbursable Expenses. Reimbursable expenses are specified in Exhibit B, attached hereto and incorporated herein. Reimbursable expenses not listed in Exhibit B are not chargeable to City. Reimbursable expenses shall not include a mark-up and are billed as a direct costs. In no event shall expenses be advanced by the City to the Consultant. 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.
2.10. Business License. The Consultant is not authorized to perform services or incur costs whatsoever under the terms of this Agreement until Consultant applies for and has been issued a business license from the City pursuant to Title 5 of the Union City Municipal Code.
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 beginning any work under this Agreement, Consultant, at its own cost and expense, unless otherwise specified below, shall procure the types and amounts of insurance listed below against claims for injuries to persons or damages to property 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 Consulting Services Agreement between
City of Union City and The KPA Group, City Project No. 23-40
satisfactory in all respects, and that such insurance is in effect prior to beginning work for the City. Consultant shall maintain the insurance policies required by this section throughout the term of this Agreement. The cost of such insurance shall be included in the Consultant's bid. Consultant shall not allow any subcontractor to commence work on any subcontract until Consultant has obtained all insurance required herein for the subcontractor(s) and provided evidence to the City that such insurance is in effect. Verification of the required insurance shall be submitted and made part of this Agreement prior to execution.
4.1 Required Coverage. Consultant shall maintain all required insurance listed herein for the duration of this Agreement.
COVERAGE TYPE OF INSURANCE MINIMUM LIMITS
A Commercial General Liability
Premises Liability; Products and
Completed Operations;
Contractual Liability; Personal
Injury and Advertising Liability
$1,000,000 per occurrence;
Bodily Injury and Property
Damage
$2,000,00 in the aggregate;
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.
B Commercial or Business
Automobile Liability
All owned vehicles, hired or
leased vehicles, non-owned,
borrowed and permissive uses.
Personal Automobile Liability is
acceptable for individual
contractors with no
transportation or hauling related
activities
$1,000,000 per occurrence;
Any Auto; Bodily Injury and
Property Damage. Automobile
coverage shall be at least as
broad as Insurance Services
Office Automobile Liability
form CA 0001 (most recent
edition), Code 1 (any auto). No
endorsement shall be attached
limiting the coverage.
C Workers’ Compensation
(WC) and Employers Liability
(EL)
Required for all contractors with
employees
WC: Statutory Limits
EL: $100,000 per accident for
bodily injury or disease.
Consultant may rely on a selfinsurance program to meet those requirements, but only if the
program of self-insurance
complies fully with the
provisions of the California
Labor Code. The insurer shall
waive all rights of subrogation
against the City and its officers,
officials, employees, and
Consulting Services Agreement between
City of Union City and The KPA Group, City Project No. 23-40
volunteers for loss arising from
work performed under this
Agreement.
D Professional Liability/Errors
& Omissions
Includes endorsements of
contractual liability
$1,000,000 per occurrence
$2,000,000 policy aggregate;
Any deductible or self-insured
retention shall not exceed
$150,000 per claim.
4.2 Additional requirements. Each of the following shall be included in the insurance coverage or added as a certified endorsement to the policy:
a. All required insurance shall be maintained during the entire term of the Agreement with the following exception: Insurance policies and coverage(s) written on a claims-made basis shall be maintained during the entire term of the Agreement and until three (3) years following termination and acceptance of all work provided under the Agreement, with the retroactive date of said insurance (as may be applicable) concurrent with the commencement of activities pursuant to this Agreement b. All insurance required above with the exception of Professional Liability, Personal Automobile Liability, Workers’ Compensation and Employers Liability, shall be endorsed to name as additional insured: City of Union City, its City Council, and all City officers, agents, employees, volunteers and representatives. c. 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. d. Each insurance policy required by this clause 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. e. Certificates of Insurance: Before commencing operations under this Agreement, Consultant shall provide Certificate(s) of Insurance and applicable insurance endorsements, in form and satisfactory to City, evidencing that all required insurance coverage is in effect. The City reserves the rights to require the Consultant to provide complete, certified copies of all required insurance policies. f. Subcontractors: Consultant shall include all subcontractors as an insured (covered party) under its policies or shall furnish separate certificates and endorsements for each subcontractor. All coverages for subcontractors shall be subject to all of the requirements stated herein. g. Claims-made limitations. The following provisions shall apply if the professional liability coverage is written on a claims-made form:
i. The retroactive date of the policy must be shown and must be before the date of the Agreement.
ii. Insurance must be maintained and evidence of insurance must be provided for at least five years after completion of the Agreement or the work, so long as commercially available at reasonable rates.
Consulting Services Agreement between
City of Union City and The KPA Group, City Project No. 23-40
iii. 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 must purchase an extended period coverage for a minimum of three (3) years after completion of work under this Agreement. iv. 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 All Policies Requirements.
a. 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. Insurance shall be maintained through an insurer with a minimum A.M. Best Rating of A- or better, with deductible amounts acceptable to the City. Acceptance of Consultant’s insurance by City shall not relieve or decrease the liability of Consultant hereunder. Any deductible or self-insured retention amount or other similar obligation under the policies shall be the sole responsibility of the Consultant.
b. 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. c. 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). d. Waiver of Subrogation. 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 affect this waiver of subrogation. 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.
4.4 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.
Consultant shall indemnify, defend with counsel acceptable to City, and hold harmless City and its officers, officials, employees, agents and volunteers from and against any and all liability, loss, damage, claims, expenses, Consulting Services Agreement between
City of Union City and The KPA Group, City Project No. 23-40
and costs (including without limitation, attorney’s fees and costs and fees of litigation) (collectively, “Liability”) of every nature arising out of or in connection with Consultant’s performance of the Services or its failure to comply with any of its obligations contained in this Agreement, except such Liability caused by the sole negligence or willful misconduct of City.
The Consultant’s obligation to defend and indemnify shall not be excused because of the Consultant’s inability to evaluate Liability or because the Consultant evaluates Liability and determines that the Consultant is not liable to the claimant. The Consultant must respond within 30 days, to the tender of any claim for defense and indemnity by the City, unless this time has been extended by the City. If the Consultant fails to accept or reject a tender of defense and indemnity within 30 days, in addition to any other remedy authorized by law, so much of the money due the Consultant under and by virtue of this Agreement as shall reasonably be considered necessary by the City, may be retained by the City until disposition has been made of the claim or suit for damages, or until the Consultant accepts or rejects the tender of defense, whichever occurs first.
With respect to third party claims against the Consultant, the Consultant waives any and all rights of any type to express or implied indemnity against the Indemnitees.
Notwithstanding the forgoing, to the extent this Agreement is a “construction contract” as defined by California Civil Code Section 2782, as may be amended from time to time, such duties of consultant to indemnify shall not apply when to do so would be prohibited by California Civil Code Section 2782.
In the event that Consultant or any employee, agent, or subcontractor of Consultant providing services under this Agreement is determined by a court of competent jurisdiction or the California Public Employees Retirement System (PERS) to be eligible for enrollment in PERS as an employee of City, Consultant shall indemnify, defend, and hold harmless City for the payment of any employee and/or employer contributions for PERS benefits on behalf of Consultant or its employees, agents, or subcontractors, as well as for the payment of any penalties and interest on such contributions, which would otherwise be the responsibility of City.
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 Subparagraph 1.3; however, otherwise City shall not have the right to control the means by which Consultant accomplishes services rendered pursuant to this Agreement. 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.
Consulting Services Agreement between
City of Union City and The KPA Group, City Project No. 23-40
7.2 Compliance with Applicable Laws. Consultant and any subcontractors shall comply with all laws applicable to the performance of the work hereunder.
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, religion, color, national origin, age, physical or mental handicap or disability, medical condition, marital status, sex, or sexual orientation, against any employee, applicant for employment, subcontractor, bidder for a subcontract, or participant in, recipient of, or applicant for any services or programs provided by Consultant under this Agreement. Consultant shall comply with all applicable federal, state, and local laws, policies, rules, and requirements related to equal opportunity and nondiscrimination in employment, contracting, and the provision of any services that are the subject of this Agreement, including but not limited to the satisfaction of any positive obligations required of Consultant thereby.
Consultant shall include the provisions of this Subsection in any subcontract approved by the Contract Administrator or this Agreement.
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 thirty (30) days’ written notice to City and shall include in such notice the reasons for cancellation.
In the event of termination, Consultant shall be entitled to compensation for services performed to the effective date of termination; City, however, may condition payment of such compensation upon Consultant delivering to City any or all work product, including, but not limited to 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.
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 Consulting Services Agreement between
City of Union City and The KPA Group, City Project No. 23-40
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 not be limited to, the following:
8.6.1 Immediately terminate the Agreement;
8.6.2 Retain the plans, specifications, drawings, reports, design documents, and any other work product prepared by Consultant pursuant to this Agreement;
8.6.3 Retain a different consultant to complete the work described in Exhibit A not finished by Consultant; or
8.6.4 Charge Consultant the difference between the cost to complete the work described in Exhibit A that is unfinished at the time of breach and the amount that City would have paid Consultant pursuant to Section 2 if Consultant had completed the work.
Section 9. KEEPING AND STATUS OF RECORDS.
9.1 Records Created as Part of Consultant’s Performance. All reports, data, maps, models, charts, studies, surveys, photographs, memoranda, plans, studies, specifications, records, files, or any other documents or materials, in electronic or any other form, that Consultant prepares or obtains pursuant to this Agreement and that relate to the matters covered hereunder shall be the property of the City. Consultant hereby agrees to deliver those documents to the City upon termination of the Agreement. It is understood and agreed that the documents and other materials, including but not limited to those described above, prepared pursuant to this Agreement are prepared specifically for the City and are not necessarily suitable for any future or other use.
City and Consultant agree that, until final approval by City, all data, plans, specifications, reports and other documents are confidential and will not be released to third parties without prior written consent of both parties.
9.2 Consultant’s Books and Records. Consultant shall maintain any and all ledgers, books of account, invoices, vouchers, canceled checks, and other records or documents evidencing or relating to charges for services or expenditures and disbursements charged to the City under this Agreement for a minimum of 3 years, or for any longer period required by law, from the date of final payment to the Consultant to this Agreement.
9.3 Inspection and Audit of Records. Any records or documents that Section 9.2 of this Agreement requires Consultant to maintain shall be made available for inspection, audit, and/or copying at any time during regular business hours, upon oral or written request of the City. Under California Government Code Section 8546.7, if the amount of public funds expended under this Agreement exceeds $10,000.00, the Agreement shall be subject to the examination and audit of the State Auditor, at the request of City or as part of any audit of the City, for a period of 3 years after final payment under the Agreement.
Section 10 MISCELLANEOUS PROVISIONS.
Consulting Services Agreement between
City of Union City and The KPA Group, City Project No. 23-40
10.1 Attorneys’ Fees. If a party to this Agreement brings any action, including an action for declaratory relief, to enforce or interpret the provision of this Agreement, the prevailing party shall be entitled to reasonable attorneys’ fees in addition to any other relief to which that party may be entitled. The court may set such fees in the same action or in a separate action brought for that purpose.
10.2 Venue. In the event that either party brings any action against the other under this Agreement, the parties agree that trial of such action shall be vested exclusively in the state courts of California in the County of Alameda or in the United States District Court for the Northern District of California.
10.3 Severability. If a court of competent jurisdiction finds or rules that any provision of this Agreement is invalid, void, or unenforceable, the provisions of this Agreement not so adjudged shall remain in full force and effect. The invalidity in whole or in part of any provision of this Agreement shall not void or affect the validity of any other provision of this Agreement.
10.4 No Implied Waiver of Breach. The waiver of any breach of a specific provision of this Agreement does not constitute a waiver of any other breach of that term or any other term of this Agreement.
10.5 Successors and Assigns. The provisions of this Agreement shall inure to the benefit of and shall apply to and bind the successors and assigns of the parties.
10.6 Use of Recycled Products. Consultant shall prepare and submit all reports, written studies and other printed paper materials on paper containing a minimum of 30% post-consumer recycled content when they are available in the marketplace at equal or less cost than virgin paper and are equal in performance to virgin paper.
10.7 Conflict of Interest. Consultant may serve other clients, but none whose activities within the corporate limits of City or whose business, regardless of location, would place Consultant in a “conflict of interest,” as that term is defined in the Political Reform Act, codified at California Government Code Section 81000 et seq.
Consultant shall not employ any City official in the work performed pursuant to this Agreement. No officer or employee of City shall have any financial interest in this Agreement that would violate California Government Code Sections 1090 et seq. Consultant hereby warrants that it is not now, nor has it been in the previous 12 months, an employee, agent, appointee, or official of the City. If Consultant was an employee, agent, appointee, or official of the City in the previous twelve months, Consultant warrants that it did not participate in any manner in the forming of this Agreement. Consultant understands that, if this Agreement is made in violation of Government Code § 1090 et seq., the entire Agreement is void and Consultant will not be entitled to any compensation for services performed pursuant to this Agreement, including reimbursement of expenses, and Consultant will be required to reimburse the City for any sums paid to the Consultant. Consultant understands that, in addition to the foregoing, it may be subject to criminal prosecution for a violation of Government Code § 1090 and, if applicable, will be disqualified from holding public office in the State of California.
10.8 Solicitation. Consultant agrees not to solicit business at any meeting, focus 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, or his designee, identified as Jose Gutierrez ("Contract Administrator"). All correspondence, meeting documentation, invoices and project deliverables shall be directed to or through the Contract Administrator.
Jose Gutierrez
Consulting Services Agreement between
City of Union City and The KPA Group, City Project No. 23-40
Work Plan & Project Approach
TASK 1: KICKOFF MEETING & SITE VISIT
The initial site visit and project kickoff meeting establish the foundation for the project by aligning design objectives, schedules and project parameters. This collaborative effort allows KPA and City staff to discuss preliminary plans, identify constraints and review available resources. By documenting existing conditions and gathering critical data, this task ensures that subsequent design phases are both informed and efficient.
The site walkthrough will assess current layouts, modular systems, and equipment, with particular focus on areas that require reconfiguration or improvement. Attention will also be given to understanding of constraints and work efficiencies related to panel heights, acoustics and general workspace flow. KPA proposes an initial site visit to gather information and obtain a better visual understanding of existing conditions directly following the project kickoff meeting.
The Task 1 scope of services is organized into the following elements:
• Conduct kickoff meeting with City staff
• Perform site walkthrough to assess existing conditions • Review existing records and data, including layouts and as-built drawings • Confirm project schedule and deliverables
• Document equipment, furniture and filing cabinets to be retained Conduct Kickoff Meeting with City Staff
KPA will lead an initial meeting with City stakeholders to outline project goals. The kickoff meeting will allow the team to further define and discuss the project scope while confirming individual team member roles. We will obtain an understanding of City department involvement in the project, including individual stakeholders. The meeting will establish an understanding of scope of work efforts and communication protocols. A schedule for design meetings and major project submittals will be discussed and refined for submission to the City. We will discuss any pertinent City review periods related to the project.
We will prepare meeting notes for the kickoff meeting and provide to the City.
City of Tracy Temporary Emergency Housing Planning & Design Consulting Services Agreement between
City of Union City and The KPA Group, City Project No. 23-40
Review Existing Records and Data
KPA will ask the City to provide available existing documentation including existing City Hall drawings and documents prepared during the Phase 1 space planning project. We will work to analyze existing documentation and other relevant data provided by the City for use in space planning and design.
Perform Site Walkthrough to Assess Existing Conditions
We will visit City Hall for a detailed walkthrough of spaces requiring to be improved. During the site visit, we will review existing conditions and provide documentation as appropriate for use in space planning and recommendations. We will compile a list of questions based on our site investigation for discussion with project stakeholders.
The site visit will document existing furniture layouts, workspace dimensions and current equipment placement for use in discussions and designs. We will inventory modular systems, filing cabinets, and equipment to ensure these elements are accounted for. Recommendations for adjustments or replacements will be made as needed. Current observed concerns related to natural light, acoustics, path of travel and other areasthat may be improved will be considered.
Measurements will be obtained for use in the design along with project photos.
Confirm Project Schedule and Deliverables
We will prepare an updated and refined project schedule after the kickoff meeting that incorporates stakeholder discussion and initial site observations. Key milestones will be incorporated along with dates for milestone
submissions and City review periods. The schedule will
continue to be updated throughout the project.
Project deliverables will be confirmed during initial
discussions with the City. Current anticipated deliverables for all tasks include:
• Meeting notes for kickoff meeting and scheduled
project meetings
• Existing furniture and equipment inventory to remain
• Project space program
• Written feasibility and efficiency considerations
• Initial design floor plan layouts (2 layouts)
• Options for modular furniture systems including for
different types of furniture required (cubicles,
collaboration areas, private offices and other desk
components)
• Council Chambers seating furniture arrangement and
selection
• Finishes selections for modular systems and other
furniture
• City staff user survey and responses
• Final design floor plan layout
• Final furniture and equipment arrangements
• Electrical and data design concept – utilizing existing infrastructure as much as possible
Consulting Services Agreement between
City of Union City and The KPA Group, City Project No. 23-40
• Electrical and data design concept – alternate with
infrastructure improvements
• Design considerations including for ventilation
requirements without major building modifications
• Complete project Construction Documents including
floor plan adjustments, furniture layout, power, data
ventilation considerations
• Project specifications
• Engineer’s construction cost estimate
TASK 2: DRAFT SUBMITTAL FOR REVIEW
After kickoff and site investigation, we will continue to analyze project conditions and requirements and begin to develop preliminary design concepts for review. KPA will review the existing space program and layout and provide major adjustments to the City for consideration prior to submission points. This phase will work to validate the space program and initial desired layout and generally assess the feasibility of the project. KPA will create two design options and may include slight variations of options presented for consideration.
We will work to incorporate accessibility standards into designs presented and coordinate design meetings with users for feedback. These concepts will incorporate solutions for filing cabinets, printers, and other spatial requirements while addressing acoustical and functional needs. Data and power considerations will additionally be provided including considerations for completely new infrastructure. We will provide order-of-magnitude construction cost estimates for options presented.
The Task 2 scope of services is organized into the following elements:
• Validate existing program and preliminary layout
• Develop two (2) initial design concepts
• Define filing cabinet, printer, and equipment arrangements • Incorporate user feedback and surveys
• Recommend modular furniture systems and finishes
• Develop final design option and alternate data infrastructure plan • Address acoustical concerns and ventilation solutions Consulting Services Agreement between
City of Union City and The KPA Group, City Project No. 23-40
Validate Existing Program and Preliminary Layout
We will assess the existing City Hall layout and overall program for feasibility and general constructability. We will meet with the City to discuss suggestions or modifications that may be required to the project space program. The validation process will involve incorporation of furniture and equipment counts into available space. Recommendations for improvements will be presented and will focus on opportunities to increase work efficiency and workspace functionality.
Develop Two (2) Initial Design Concepts
Two alternative layout concepts will be created for initial consideration by the City. Alternate layouts will incorporate necessary floor plan changes and allow stakeholders to understand location and space changes to individual departments. Concepts presented will additionally incorporate power and data infrastructure changes and utilize existing data infrastructure to the greatest extent feasible.
We will identify pros and cons of concept options presented. Minor variations to concept options forslight rearrangements may be provided for consideration in addition to the main concept options. Order of magnitude cost estimates will be provided to align with concept options.
Space programs will be developed to align with design concepts presented. We will continue to meet with the City for project coordination throughout the Task 2 project phase.
Define Filing Cabinet, Printer and Equipment Arrangements Existing furniture and equipment inventory will be integrated into the concept space arrangements with any recommended new equipment outlined as necessary. Furniture locations will be illustrated on the concept design options presented, and adjustments to the City Manager’s area will be incorporated based on discussions with the City.
Incorporate User Feedback and Surveys
KPA will prepare a space planning survey to be completed by department heads or other stakeholders as determined by the City. The space planning survey will involve basic questions about workspace use and allows users the opportunity to highlight undesired elements of current workspaces including for acoustic, thermal, privacy, size and collaboration considerations. We will review survey responses and utilize this data to refine the overall designs presented.
Recommend Modular Furniture Systems and Finishes
KPA will provide recommendations for modular systems that align with the intended design.
Furniture selection and arrangement is additionally required for the Council Chambers area.
Current fixed seating will be removed and opportunities presented for new seating.
We will coordinate with furniture vendors to define an appropriate company and manufacturer that may provide furniture to meet the intended space design. Costs for furniture systems and other information obtained will be reviewed with the City as appropriate. Upon selection of modular furniture systems and components, we will work to better define specific finishes and color options.
These finishes will align with overall project goals and existing building components as appropriate.
Consulting Services Agreement between
City of Union City and The KPA Group, City Project No. 23-40
Develop Final Design Option and Alternate Data Infrastructure Plan We will develop a final design option based on user feedback, furniture and equipment requirements.
We will additionally incorporate desired finishes into this concept. A final Space Plan will be developed and submitted for review by the building department Chief Building Official. The review process is not anticipated to be a complete building permit review submittal but rather a more expedited review to ensure code compliance with the final plan. Comments will be incorporated into the final design option including for accessibility and egress considerations and other required clearances.
The final design option presented will still utilize existing data infrastructure to the greatest extent possible. There is an opportunity for the City to consider upgrade of overall data infrastructure to better serve the space afterthe remodel and future peace of mind. We will prepare considerations for an overall data infrastructure upgrade for discussion with the City. Additional construction costs for data infrastructure improvements will be defined on an order-of-magnitude basis.
Address Acoustical Concerns and Ventilation Solutions
Strategies for improving acoustics and maintaining air circulation in private offices and conference rooms will be incorporated. Solutions will prioritize functionality without requiring structural or other building changes.
Consulting Services Agreement between
City of Union City and The KPA Group, City Project No. 23-40
CONT RACTO R AG REES TH AT HE SH ALL ASSU ME SOLE AND C OMPLET E RESPO NSIBILITY FOR JO B SITE CO NDITIONS DU RING TH E C OURS E OF C ONST RUCTION OF THIS P ROJE CT , INCLUDING SAF ETY OF ALL PE RSONS AND PRO PE RTY; TH AT THIS REQUIR EME NT SH ALL APPLY CO NTINUOUSLY AND N OT BE LIMITED TO NO RM AL WO RKING HOU RS;
LOS GATOS CIVIC CENTER
TENANT IMPROVEMENTS
DATE: AUGUST 3, 20 22SCALE: PER D RAWI NG DESIGN: KPA DRAWN: KPA CHECK: KPA 110 E Main St. Los Gatos, CA 9 5 03 0
Morrison LOWER LEVEL REFLECTED CEILING PLANS ENGR: PHARIS ENGI NEE RING Maierle TOWN OF LOS GATOS PARKS AND PUBLIC WO R K S DE PARTME NT PROJECT NO.: 7 44.00 T H E KPA GROUP BUI LD ING PE RMIT A PPLICATI ON NO. [_ -__-__ _ ] ENGR: M ORRISON MAIE RLE
LOS GATOS CIVIC CENTER
TENANT IMPROVEMENTS
110 E Main St. Los Gatos, CA 9 5 03 0
DATE: AUGUST 3, 20 22SCALE: PER D RAWI NG DESIGN: KPA DRAWN: KPA CHECK: KPA ENGINEERING Morrison LOWER LEVEL PLANS ENGR: PHARIS ENGI NEE RING Maierle TOWN OF LOS GATOS PARKS AND PUBLIC WO R K S DE PARTME NT PROJECT NO.: 7 44.00 T H E KPA GROUP BUI LD ING PE RMIT A PPLICATI ON NO. [_ -__-__ _ ] ENGR: M ORRISON MAIE RLE TASK 3: FINAL DESIGN SUBMITTAL (BID SET)
The final design submittal consolidates feedback from earlier phases into a comprehensive and bidready construction package. We will refine the selected layout, complete quality control reviews, incorporate required details and prepare final construction documents and specifications.
The Task 3 scope of services is organized into the following elements:
• Refine selected layout based on feedback
• Prepare final architectural layouts and data/power plans • Develop specifications for modular systems and finishes • Provide phasing recommendations for construction
• Submit bid-ready drawings and digital files
Town of Los Gatos Civic Center- TenantImprovement CDs
Refine Selected Layout Based on Feedback
KPA will incorporate all comments from Task 2 to finalize the chosen layout. Adjustments will allow a final opportunity to review the program for optimal functionality and compliance with project requirements.
Prepare Final Architectural Layouts and Data/Power Plans We will prepare construction documents describing required building changes and data and power connection points for modular systems. The construction documents phase will document required changes at City Hall and advance the final conceptual layouts produced as a complete design package. Documentation of changes for accessibility and other code requirements will be incorporated. This phase will establish final layouts for department spaces, furniture, equipment and data infrastructure based upon the final concept produced during Task 2. We will incorporate desired finishes and advance project cost estimates to incorporate a construction cost estimate level of detail. Draft and final project technical specifications will be prepared. Collaboration with City staff will continue and comments will be incorporated into the design.
The construction documents phase will include comprehensive construction drawings and specifications that are suitable for bidding and permitting. Final design changes will be incorporated during this phase including final adjustments to layouts and materials. Additional coordination will take place with furniture vendors and sub-consulting engineers.
Construction documents tasks include:
Consulting Services Agreement between
City of Union City and The KPA Group, City Project No. 23-40
• Produce design documents based on information developed in Task 1 and Task 2 phases • Meet with City staff to provide updates, receive input and review project parameters • Collaborate with stakeholders to incorporate final adjustments to space layout including minor adjustments to department workspaces
• Complete design for data and power requirements
• Prepare project specifications
• Develop construction documents, including:
o Architectural
o Electrical and Data
• Provide project cost estimates at 90% submittal stage • Prepare 90% construction documents and incorporate City feedback • Review final design documents with City staff and stakeholders • Prepare and deliver 100% construction documents, including final construction drawings, technical specifications and engineer’s estimate Develop Specifications for Modular Systems and Finishes We will prepare appropriate project specifications for required modular furniture components.
Specifications will incorporate final finishes requirements.
Provide Phasing Recommendations for Construction
A phased construction plan will be developed to minimize disruption to operations.
Recommendations will include staging furniture and maintaining public services. The construction phasing plan will be included as part of the complete 100% construction document submittal.
Submit Bid-Ready Drawings and Digital Files
Upon completion of the design, we will deliver native project files to the City along with the complete set of documents in electronic PDF form. Native files include AutoCAD files and Excel files for space programs. The package will be complete and ready for contractor bidding. We will prepare a bid package based upon the final approved set of construction documents.
Consulting Services Agreement between
City of Union City and The KPA Group, City Project No. 23-40
Task 4: Bid and Construction Support (Optional Service) In this phase, KPA will provide support during the bidding and construction phases, including responding to RFIs, reviewing submittals and assisting with the final punch list.
The Task 4 scope of services is organized into the following elements:
• Respond to RFIs during bidding and issue required addenda • Review submittals and shop drawings during construction • Assist with punch list preparation
• Participate in final inspection
Respond to RFIs During Bidding
KPA will provide timely responses to contractor questions during the bidding process to ensure clarity and alignment with project goals. Drawing addenda that is required based on bidding RFIs will be completed and submitted to the City to relay to potential bidders.
Review Submittals and Shop Drawings
Submittals and shop drawings will be reviewed for compliance with the design documents. KPA will review and respond to RFIs. We will organize project RFIs related to project components and discuss responses with the City as needed. RFIs will be reviewed in a timely manner (5 working days) with attention to overall project infrastructure relationships. During the response process, we will:
• Issue necessary interpretations, clarifications and replies to information requests regarding the Contract Documents
• Assist the City with supplemental instructions as required Services provided for shop drawings and submittals will be related to shop drawing review, product and material substitutions review and the management of such submittals. Additional submittals may be required to be reviewed based on the completeness of individual submittals or components of construction. During this process we will:
• Review and approve furniture submittals, substitution requests and shop drawings for conformance to the requirements of Contract Documents and specifications Assist with Punch List Preparation
We will generate a punch list based on final completion for construction required at City Hall. The punch list process will involve observing work to identify defects, non-conformance to the space design and incomplete work. Punch list findings will be documented and the City will provide to the Contractor for corrections. The punch list process involves:
• Conducting site observations to identify and document construction defects, nonconformance to the design and/or incomplete work • Providing a punch list of items requiring correction or to be completed Consulting Services Agreement between
City of Union City and The KPA Group, City Project No. 23-40
• Assisting the City to confirm all punch list items have been addressed and completed Participate in Final Inspection
KPA will assist the City during the final inspection to ensure all design elements are properly implemented.
0 W
Consulting Services Agreement between
City of Union City and The KPA Group, City Project No. 23-40
EXHIBIT B
COMPENSATION SCHEDULE
Consulting Services Agreement between
City of Union City and The KPA Group, City Project No. 23-40
EXHIBIT C
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 eight hours during any one calendar day, and forty hours during any one calendar week, except in accordance with California Labor Code Section 1815, which provides that work in excess of eight hours during any one calendar day and forty hours during any one calendar week is permitted upon compensation for all hours worked in excess of eight hours during any one calendar day and forty 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 Labor Code Section 1775, the Consultant and any subcontractors engaged in performance of the services described in Exhibit A shall comply Labor Code Section 1775, which establishes a penalty of up to $50 per day for each worker engaged in the performance of the services described in Exhibit A that the Consultant or any subcontractor pays less than the specified prevailing wage. The amount of such penalty shall be determined by the Labor Commissioner and shall be based on consideration of the mistake, inadvertence, or neglect of the Consultant or subcontractor in failing to pay the correct rate of prevailing wages, or the previous record of the Consultant or subcontractor in meeting applicable prevailing wage obligations, or the willful failure by the Consultant or subcontractor to pay the correct rates of prevailing wages. A mistake, inadvertence, or neglect in failing to pay the correct rate of prevailing wages is not excusable if the Consultant or subcontractor had knowledge of their obligations under the California Labor Code. The Consultant or subcontractor shall pay the difference between the prevailing wage rates and the amount paid to each worker for each calendar day or portion thereof for which each worker was paid less than the prevailing wage Consulting Services Agreement between
City of Union City and The KPA Group, City Project No. 23-40
rate. If a subcontractor worker engaged in performance of the services described in Exhibit A is not paid the general prevailing per diem wages by the subcontractor, the Consultant is not liable for any penalties therefore unless the Consultant had knowledge of that failure or unless the Consultant fails to comply with all of the following requirements:
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 verified 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 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 available for inspection by the Owner and its authorized representatives, the Division of Labor Standards Enforcement, the Division of Apprenticeship Standards of the Department of Industrial Relations and shall otherwise be available for inspection in accordance with California Labor Code Section 1776.
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.
Consulting Services Agreement between
City of Union City and The KPA Group, City Project No. 23-40
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 Contractor 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.
DIR REGISTRATION
Consultant shall be currently registered with the Department of Industrial Relations and qualified to perform public work consistent with Labor Code section 1725.5, except in limited circumstances as set forth in Labor Code section 1771.1. 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.