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MASTER CONSORTIA AGREEMENT FOR A REGIONAL LABOR COMPLIANCE SERVICE PROGRAM This Master Consortia Agreement for a Regional Labor Compliance Service Program ("Agreement") is formed by participating school and community college districts ("Consortia Members"), is administered by the San Diego County Superintendent of Schools ("SDCSS") and entered into by both parties this ____ day of _________, 200_. RECITALS This Agreement is entered into in consideration of the following matters: WHEREAS, under California Labor Code sections 1720-1860, all workers employed on a public works contract must be paid the prevailing rate of per diem wages; WHEREAS, the Department of Industrial Relations ("DIR") has established regulations governing the payment of prevailing wages on public works contracts; WHEREAS, under Assembly Bill No. 1506 ("AB 1506"), any school or community college district using funds derived from the Kindergarten-University Public Facilities Bond Acts of 2002 ("Proposition 47") or 2004 is required to prepare, implement, and enforce a Labor Compliance Program ("LCP") to ensure the payment of prevailing wages for any project using such funds; WHEREAS, the Consortia Members have determined a regional approach to labor compliance services will significantly reduce costs that would otherwise be incurred if the Consortia Members acted to comply individually; WHEREAS, to that end, SDCSS prepared a LCP ("SDCSS LCP") which was approved by the DIR on March 6, 2003; WHEREAS, the Consortia Members have each determined that it is to the mutual benefit of all parties herein subscribed and in the best interest of the public to adopt the SDCSS LCP; WHEREAS, SDCSS and the Consortia Members are in need of professional services to implement and enforce the SDCSS LCP for the construction and modernization of various school and community college facilities ("Projects") throughout the County of San Diego; WHEREAS, SDCSS has entered into professional services agreements with consultants and has negotiated time and material rates with consultants for the provision of regional labor compliance program services to Consortia Members ("Professional Services Agreements"); WHEREAS, each consultant has the necessary qualifications to provide such services for the Projects; F:Office Support/Web Page/2005-06/Labor Compliance/ Master Consortia Agreement (1-4-06) -1- WHEREAS, the Professional Services Agreements include time and material rates negotiated by SDCSS which are at least ten percent (10%) below the consultants' rates on any other contract for the provision of similar services, excluding contracts with similar volume of Work; WHEREAS, these significant cost savings are based upon economies of scale and are conditional upon the Consortia Members, collectively, generating a significant volume of Work throughout the term of this Agreement; WHEREAS, time is of the essence for execution of this Agreement to ensure the requisite volume of Work necessary to obtain significant cost savings; and WHEREAS, every school and community college district wishing to participate in this Agreement acknowledges the need to promptly execute this Agreement, even though the Services provided hereunder may not be requested until a later time; WHEREAS, the parties desire by this Agreement to establish the terms and conditions to participate in a regional labor compliance services program, as described herein, and to set forth the duties and responsibilities of the Administering Agency and Consortia Members. NOW, THEREFORE, SDCSS and the Consortia Members, agree as follows: PART I – DEFINITIONS AB 1506 shall mean Assembly Bill No. 1506, passed September 2002, which requires school districts, community college districts, and universities to implement and enforce a LCP for any project using funds derived from the Bond Acts, as defined below. Administering Agency shall mean the San Diego County Superintendent of Schools, San Diego County Office of Education, or SDCSS. Agreement shall mean this Master Consortia Agreement as the same now exists, or as it may, from time to time be amended by any supplemental agreement entered into by the parties pursuant to the provisions hereof. Bond Acts shall mean the Kindergarten-University Public Facilities Bond Acts of 2002 or 2004. Consortia Member shall mean SDCSS and any school or community college district within the County of San Diego that has or will adopt the SDCSS LCP and are signatories to and have executed this Agreement by the Effective Date and as listed in Exhibit "A," as it may be amended from time to time. Consultant shall mean the designated consultant for the Consortia Member as set forth on Exhibit "E." F:Office Support/Web Page/2005-06/Labor Compliance/ Master Consortia Agreement (1-4-06) -2- Compensation shall mean the costs of Services as established in the Compensation Schedule attached hereto as Exhibit "E." Department of Industrial Relations or DIR shall mean the California Department of Industrial Relations. Effective Date shall mean July 1, 2003. Initial Scoping Meeting shall mean the initial meeting between the Consultant and Consortia Member to discuss the Services to be provided under the Work Authorization Form, attached hereto as Exhibit "B" and as defined below. Menu of Services shall mean the range of Services provided by the Consultant as selected by a Consortia Member on the Work Authorization Form, attached hereto as Exhibit "B," and as described in Exhibit "C," attached hereto. New Member(s) shall mean any school or community college district that adopts the SDCSS LCP and executes the Agreement subsequent to the Effective Date. Professional Services Agreement(s) shall mean the professional services agreements entered into for the provision of labor compliance consulting service between SDCSS and Parsons Brinckerhoff Construction Services, Inc. and between SDCSS and School Construction Compliance, LLC. Project(s) shall mean any new construction or modernization projects being constructed by any Consortia Member using funds derived from the Bond Acts and any other project as designated at the sole discretion of the Consortia Member. SDCSS LCP shall mean the San Diego County Superintendent of Schools Labor Compliance Program approved by the DIR on March 6, 2003 and as adopted by each Consortia Member. Services or Work shall mean the labor compliance consulting services provided under this Agreement and as set forth in the Menu of Services attached hereto as Exhibit "C." Site shall mean any real property owned or leased by a Consortia Member for which funds derived from the Bond Acts may be used to improve the property and are subject to the requirements of AB 1506 and any other property at the Consortia Member's sole discretion. Staffing Plan shall mean the written estimate of the requisite personnel, number of hours, and total dollar amount to implement and enforce the Services selected in the Work Authorization Form, attached hereto as Exhibit "B." Work Authorization Form shall mean the form attached hereto as Exhibit "B" which shall serve as the legal binding agreement between the Consortia Member and the Consultant to F:Office Support/Web Page/2005-06/Labor Compliance/ Master Consortia Agreement (1-4-06) -3- provide the Services selected by the Consortia Member on the Menu of Services, attached hereto as Exhibit "C." PART II – CONSORTIA: TERMS & CONDITIONS Section 1 – Purpose of Part II The purpose of Part II of this Agreement is: a. To establish, revise, participate in, direct and implement a consortia to provide regional labor compliance consulting services to Consortia Members in order to fulfill the requirements of AB 1506 on any Projects in a fashion that will significantly reduce costs that would otherwise be incurred if the Consortia Members acted to comply individually. b. To facilitate the provision of Services for the Consortia Members. c. To set forth the relationship between the Administering Agency and Consortia Members and establish the duties and responsibilities of each party hereunder. Section 2 – Administering Agency's Duties and Responsibilities SDCSS is hereby designated as the Administering Agency to administer and execute this Agreement. It shall have the following responsibilities: a. The Administering Agency shall be responsible for the following administrative activities and any such activity that may be necessary to ensure the success of the purpose this Agreement: Formulate the Menu of Services to be provided under this Agreement. Designate a Consultant for each Consortia Member. Participate in the Initial Scoping Meeting between the Consultant and the Consortia Member and review and comment on the Staffing Plan. Monitor the relationship between the Consortia Members and the Consultant and the performance of the Consultant. Conduct outreach activities on a regional basis to educate Contractors and community members. Coordinate efforts with DIR to provide a cooperative approach to labor compliance for the Consortia Members. Advocate on behalf of Consortia Members to the State Allocation Board, Office of Public School Construction, DIR and the California Legislature. Provide regional based support for training and educating staff of Consortia Members. Coordinate and collaborate with appropriate organizations that have common or similar interests in meeting the requirements of AB 1506. F:Office Support/Web Page/2005-06/Labor Compliance/ Master Consortia Agreement (1-4-06) -4- Section 3 – Power of Administering Agency SDCSS shall, in administering this Agreement, have the power in its own name, to make and enter into contracts, to employ agents and employees, and to incur debts, liabilities or obligations necessary for the accomplishment of the purpose of this Agreement. Section 4 – Duties and Responsibilities of Consortia Members Each Consortia Member shall have the following responsibilities: a. Adopt the SDCSS LCP for use throughout the Consortia Member's district for any Projects, use this Agreement for the provision of the labor compliance consulting services for the term of this Agreement, and use the designated Consultant for implementing the LCP. b. Request Services in the following manner: i. Menu of Services. The Menu of Services available to each Consortia Member is found on Exhibit "C." ii. Scoping Meeting. a. Initial Scoping Meeting: The Consortia Member shall contact its designated Consultant as set forth in Exhibit “D” to conduct an Initial Scoping Meeting to discuss the labor compliance consulting needs of the Consortia Member for all Projects within the Consortia Member's district. The Initial Scoping Meeting shall occur at any time after execution of this Agreement but no less than sixty (60) days prior to bid advertisement of a Project. Projects for which bids have been advertised prior to the execution of this Agreement shall not be subject to the sixty (60) day time limit. b. Additional Meetings: The Consortia Member may conduct additional scoping meetings by request. iii. Work Authorization Form. During or after the Initial Scoping Meeting or at any later time when Services are required, the Consortia Member shall complete a Work Authorization Form, attached hereto as Exhibit "B," to select Services to be provided by the Consultant. The Consortia Member may select one or more tasks to be provided by the Consultant from the Menu of Services provided in the Work Authorization Form. iv. Staffing Plan. Within ten (10) days after receipt of the Work Authorization Form, the Consultant will return a proposed Staffing Plan, including a written estimate of the number of hours per staff person, any anticipated reimbursable expenses and total dollar amount for Services F:Office Support/Web Page/2005-06/Labor Compliance/ Master Consortia Agreement (1-4-06) -5- selected by the Consortia Member, excluding Services provided for Enforcement, as described in the Menu of Services attached hereto as Exhibit "C." A copy of the Staffing Plan shall be submitted by the Consultant to the Consortia Member and the Administering Agency for review. Each cost estimate shall be the product of a good faith effort. v. Execution of the Work Authorization Form. The Consortia Member and Consultant shall negotiate a final Staffing Plan and Work Authorization Form shall be signed by both the Consultant and Consortia Member. Execution of the Work Authorization Form by a Consortia Member and the designated Consultant shall create a binding, enforceable, contractual relationship between the two parties for the Services to be rendered and the fees to be paid. c. Compensation to Consultant i. Consultants Rates. The Consortia Member shall compensate the Consultant in accordance with the schedule set forth in Exhibit "E." ii. Direct Costs. In addition, the Consultant shall be paid for actual direct costs, other than administrative overhead and salary costs, that are identified in the Staffing Plan. Reimbursable direct costs shall consist of costs for copying at $.15 per sheet, sending facsimiles at $.10 per sheet, extraordinary telephone calls and courier services, parking, and transportation mileage costs at $.35 per mile, provided however that the Consultant does not charge an hourly rate for travel time. iii. Billing Process. The Consortia Member shall directly receive, process and pay invoices provided by the Consultant in a reasonable and timely manner within thirty (30) days of invoice receipt. d. Exclusively use its designated Consultant for all labor compliance consulting services identified in this Agreement for the term of this Agreement which are not assigned to an employee or authorized agent of a Consortia Member for any Projects. e. Take any and all actions necessary to bind itself to carry out the terms and conditions of this Agreement and any executed Work Authorization Form. f. Communicate progress of the process and labor compliance consulting program to the Administering Agency. g. Respond in a reasonable and timely manner to information requests by the Administering Agency. F:Office Support/Web Page/2005-06/Labor Compliance/ Master Consortia Agreement (1-4-06) -6- Section 5 – Power of Consortia Members The Consortia Members shall request Services and establish a direct billing process with the Consultant. The Administering Agency shall not be responsible for facilitating the request of Services, selection of Services or payment of the Consultant. Section 6 – Participation by Consortia Members Any school district, county office of education or community college district, located within the County of San Diego having adopted the SDCSS LCP and requiring labor compliance consulting services may become a Consortia Member and party to this Agreement by execution of a copy of this Agreement by its proper and duly authorized officer(s). The Consortia Member shall submit an executed copy of the Agreement to the Administering Agency that is either notarized or accompanied by an authorizing resolution adopted by its governing board. The executed Agreement and a copy of the Board Resolution shall be submitted within fifteen (15) days of notarization or adoption of the Board Resolution. Section 7 – Term and Withdrawal In acknowledgement of the economies of scale provided to the Consortia Members, each Consortia Member shall participate in this Agreement for all Projects for which construction contracts are awarded within two (2) years from the Effective Date. Section 8 – Fee a. The Consortia Members shall pay a consortia fee for services provided under this Agreement by the Administering Agency. The fee shall be in the amount of six thousand dollars ($6000) to be paid in two equal installments. The first installment shall be paid no later than September 30, 2003. The second payment shall be paid no later than September 30, 2004. New Members shall pay the full amount of the fee. The New Member's first installment shall be paid within thirty (30) days of their execution of this Agreement; the second installment shall be paid no later than September 30, 2004. b. The fee shall cover all expenses incurred by the Administering Agency, as described below, for the term of this Agreement. The Administering Agency shall use fees solely for the benefit of the Consortia Members, as it deems appropriate. The fee shall reimburse the Administering Agency for providing services, including but not limited to the following: Legal Services required in preparation of this Agreement and the Professional Services Agreements and as needed from time to time. Outreach Activities, as described in Part II, Section 2(a) hereof. Advocacy Efforts, as described in Part II, Section 2(a) hereof. Training of Consortia Member staff. F:Office Support/Web Page/2005-06/Labor Compliance/ Master Consortia Agreement (1-4-06) -7- Any activity required to carry out the duties of the Administering Agency as established under Part II, Section 2(a) hereof. Section 9 – Penalties and Fines a. Any penalties or fines levied by a regulatory agency which are the result of noncompliance with the requirements of the SDCSS LCP or AB 1506 by a Consortia Member shall be the sole responsibility of the Consortia Member. b. Except as otherwise provided by law or by the terms of this Agreement, neither the Administering Agency nor a Consortia Member, its agents, officers and employees shall be held liable for any claims, penalties, fines or for damage to any goods, properties or effects of any person, nor for personal injuries to, or death of any person, caused by or resulting form any negligent act or omission of any other Consortia Member, its agents officers or employees. PART III– MISCELLANEOUS PROVISIONS Section 1 – Integration This Agreement represents the entire understanding of SDCSS and the Consortia Members as to those matters contained herein, and supersedes and cancels any prior oral or written understanding, promises or representations with respect to those matters covered hereunder. To the extent that any provision or clause contained in an attachment to this Agreement conflicts with a provision or clause in the Agreement, the provision or clause in this Agreement shall control. This Agreement may not be modified or altered except in writing signed by both parties hereto. This is an integrated Agreement. Section 2 – Liability a. The designation or assumption of duties as the Administering Agency by SDCSS shall not obligate the Consortia Members to this Agreement to liability for any debts, liabilities or obligations of the Administering Agency, except as otherwise provided by this Agreement. b. The designation or assumption of duties as the Administering Agency by SDCSS shall not obligate SDCSS to liability for debts, liabilities, or obligations of the Consortia Members, except as otherwise provided by this Agreement. Section 3 – Indemnification Each Consortia Member agrees to defend, indemnify and hold harmless each other from any liability, claim or judgment for injury or damages caused by any negligent or wrongful act or omission of an agent, officer and/or employee of the indemnifying Consortia Member which occurs or arises out of the performance of this Agreement. F:Office Support/Web Page/2005-06/Labor Compliance/ Master Consortia Agreement (1-4-06) -8- Section 3 – Laws, Venue, and Attorneys' Fees This Agreement shall be interpreted in accordance with the laws of the State of California. If any action is brought to interpret or enforce any term of this Agreement, the action shall be brought in a state or federal court situated in the County of San Diego, State of California. In the event of any such litigation between the parties, the prevailing party shall be entitled to recover all reasonable costs incurred, including reasonable attorney's fees, as determined by the court. Section 4 – Notice Any notice or instrument required to be given or delivered by this Agreement may be given or delivered by depositing the same in any United States Post Office, certified mail, return receipt requested, postage prepaid, addressed to the parties below and shall be effective upon receipt thereof. If the notice or instrument concerns only a select Consortia Member, such notice or instrument shall only be delivered to that Consortia Member. ADMINISTERING AGENCY: San Diego County Superintendent of Schools 6401 Linda Vista Road San Diego, CA 92111-7399 Phone: (858) 292-3500 Fax: (858) 694-0197 Attention: School Facilities Planning Coordinator CONSORTIA MEMBERS: Contact Information as listed in Exhibit "A," as it may be amended from time to time by the Administering Agency. Section 5 – Third Party Rights Nothing in this Agreement shall be construed to give any rights or benefits to anyone other than the Administering Agency and the Consortia Members. Section 6 – Severability The unenforceability, invalidity or illegality of any provision(s) or portion thereof of this Agreement shall not render the other provisions unenforceable, invalid or illegal. Waiver by any party of any portion of this Agreement shall not constitute a waiver of any other portion thereof. Section 7 – Time of Essence Time is of the essence for each and every provision of this Agreement. F:Office Support/Web Page/2005-06/Labor Compliance/ Master Consortia Agreement (1-4-06) -9- Section 8 – Administrative Agency's Right to Employ Other Consultants The Administrative Agency reserves the right to employ additional consultants to provide the labor compliance consulting services described herein should the Administrative Agency, in it sole discretion, find it necessary to retain such additional consultants. If the addition of a Consultant shall have a significant financial impact on the provision of Services to the Consortia Members, the Administering Agency shall not retain the new consultant without prior consultation with the Consortia Members. Section 9 – Successors and Assigns This Agreement shall be binding on the successors of the parties, and shall not be assigned by the Consortia Member. Section 10 – Amendments This Agreement shall not be amended, modified or changed in any way without the prior written consent of the Administering Agency and two-thirds (2/3rds) of the participating Consortia Members provided that a two-thirds (2/3rds) vote is not required for the Exhibits A, B, C, and D, which are live and dynamic and subject to change with the addition of New Members and other conditions. Section 11 – Interpretation The agreements contained herein shall not be construed in favor of or against any party but shall be construed as if all parties prepared this Agreement. Section 12 – Counterparts This Agreement may be executed in counterparts, all of which, when taken together, shall constitute a fully executed original. Section 13 – Exhibits and Recitals All Exhibits and Recitals contained herein are hereby incorporated into this Agreement. [REMAINDER OF PAGE LEFT INTENTIONALLY BLANK] F:Office Support/Web Page/2005-06/Labor Compliance/ Master Consortia Agreement (1-4-06) -10- IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above. DATE: ADMINISTERING AGENCY: SAN DIEGO COUNTY SUPERINTENDENT OF SCHOOLS BY: (signature) NAME: TITLE: DATE: CONSORTIA MEMBER: DISTRICT BY: (signature) NAME: TITLE: F:Office Support/Web Page/2005-06/Labor Compliance/ Master Consortia Agreement (1-4-06) -11- EXHIBIT "A" CONSORTIA MEMBERS [TO BE UPDATED BY THE ADMINISTERING AGENCY AS CONSORTIA MEMBERS EXECUTE THIS AGREEMENT] SDPUB/MSS/278931 A-1 EXHIBIT "B" WORK AUTHORIZATION FORM DATE: CONSULTANT: CONSORTIA MEMBER: PROJECT TITLE: I. WORK AUTHORIZATION FORM DESCRIPTION Following the Initial Scoping Meeting, the Consortia Member shall complete this Work Authorization Form. The Consultant shall perform professional labor compliance consulting services selected by the Consortia Member from the Menu of Services below for the above listed project ("Project"). II. MENU OF SERVICES All services, standards and requirements shall be in accordance with the Master Consortia Agreement, executed by and between the Consortia Member and San Diego County Superintendent of Schools ("SDCSS") dated July 1, 2003, as defined therein ("Master Consortia Agreement") and the Professional Services Agreement by and between the Consultant and SDCSS, dated May _____, 2003 ("Professional Services Agreement"). The Menu of Services provides the full extent of the Services to be provided by the Consultant under the Master Consortia Agreement. The tasks listed below are more fully described on Exhibit “C” of the Master Consortia Agreement. The Consortia Member may request the Consultant to provide any or all Services by marking the box in front of the appropriate task(s). Each selection will contain the tasks described in the Menu of Services as provided in Exhibit "C" of the Master Consortia Agreement unless otherwise specified. The following tasks are selected by the Consortia Member: EDUCATION: COMPETITIVE BIDDING JOB START MEETING REVIEW AND MONITORING: REVIEW CERTIFIED PAYROLL RECORDS SITE MONITORING RECEIPT OF CLAIMS/COMPLAINTS BY WORKERS AUDIT AND INVESTIGATION: AUDIT AND INVESTIGATION ENFORCEMENT: ENFORCEMENT1 ANNUAL REPORT: ANNUAL REPORT 1 Due to the difficulty of calculating the costs of enforcement services prior to any violation, this task shall not be included in the total Staffing Plan for a Project. A separate Staffing Plan shall be established no less than ten (10) days prior to the commencement of enforcement services. SDPUB/MSS/278931 B-1 COMMENTS: III. PERIOD OF PERFORMANCE Services provided under this Work Authorization Form shall begin upon execution of the Work Authorization Form and terminate on the completion of the Project. IV. PROGRESS OF PERFORMANCE The Consultant shall regularly report the progress of its performance under this Work Authorization Form to the Labor Compliance Officer of the Consortia Member, or designee thereof, no less than quarterly. The Consultant shall conduct meetings with the Consortia Member's representative concerning the progress of services provided hereunder at the Consortia Member's request. V. COMPENSATION A. The Consultant shall be paid for actual hours worked in accordance to Part III, Section 3 of the Professional Services Agreement and the Master Consortia Agreement and in accordance with the staffing plan of this Work Authorization Form provided by the Consultant ("Staffing Plan") and attached hereto as Attachment "A." B. In addition, the Consultant shall be paid to reimburse appropriate direct costs, other than administrative overhead and salary costs, that are identified in the Staffing Plan. Reimbursable direct costs shall consist of costs for copying at $.15 per sheet, transmission of facsimiles at $.10 per sheet, extraordinary telephone calls and courier services, parking, and transportation mileage costs at $.35 per mile, provided however that the Consultant does not charge an hourly rate for travel time. C. The total amount payable by the Consortia Member under this Work Authorization Form shall not exceed $______________. VI. ADDITIONAL SERVICES The Consultant shall not be compensated for any Services outside of the Services selected on the Menu of Services above, except as provided in this paragraph. If changes in the Services provided seem merited by a Consultant or Consortia Member, and informal consultations with the other party indicate that a change is warranted, a change in Services selected shall be processed by the Consortia Member in the following manner: a letter outlining the changes shall be forwarded to the Consortia Member by the Consultant with a statement of estimated changes in fee or time schedule. The Consortia Member shall review the letter and may approve or reject the Additional Services and costs proposed in the letter. The letter shall be executed by both parties before performance of such Services or a Consortia Member will not be required to pay for the changes in the Menu of Services. Such letter shall not render ineffective or invalidate unaffected portions of this Agreement. SDPUB/MSS/278931 B-2 VII. CONSULTANT SERVICES POINT OF CONTACT The following individual shall be primarily responsible for the performance of Services provided by the Consultant under this Work Authorization Form: (Name of Consultant's Employee) (Address) (Phone) (Fax) The designated individual shall not be changed without the prior written consent of the Consortia Member. VIII. INDEMNIFICATION The Consultant agrees to protect, save, defend and hold harmless the Administering Agency and Consortia Members, their governing boards and each member thereof, their officers, agents and employees from any and all claims, liabilities, expenses or damages of any nature, including attorneys' fees, for injury or death of any person, or damage to property, or interference with use of property, arising out of or in any way connected with the negligent acts, errors or omissions or willful misconduct by the Consultant, Consultant's agents, officers, employees, subconsultants, or independent consultants hired by Consultants under this Agreement. The only exception to the Consultant's responsibility to protect, save, defend and hold harmless the Administering Agency and Consortia Members, is where a claim, liability, expense or damage occurs due to the sole negligence, willful misconduct or active negligence of the Administering Agency or a Consortia Member. This hold harmless Agreement shall apply to all liability regardless of whether any insurance policies are applicable. The policy limits do not act as a limitation upon the amount of indemnification to be provided by the Consultant. IX. SIGNATURES IN WITNESS WHEREOF, this Work Authorization Form has been executed under the provisions of the Master Consortia Agreement between the District and [INSERT CONSULTANT'S NAME] By signature below, the parties hereto agree that all the terms and conditions of this Task Order and the Master Consortia Agreement shall be in full force and effect. Date: [INSERT CONSORTIA MEMBER REPRESENTATIVE'S NAME] [INSERT TITLE] Date: [INSERT CONSULTANT REPRESENTATIVE'S NAME] [INSERT TITLE] SDPUB/MSS/278931 B-3 ATTACHMENT "A" STAFFING PLAN [TO BE PROVIDED BY THE DESIGNATED CONSULTANT] SDPUB/MSS/278931 Attachment A-1 EXHIBIT "C" MENU OF SERVICES I. EDUCATION TASK: INITIAL SCOPING MEETING 1. The Consultant shall conduct an Initial Scoping Meeting with the Consortia Member to ascertain the labor compliance consulting needs of the Consortia Member for all Projects. The Consortia Member may contact the Consultant to request an Initial Scoping Meeting upon the Effective Date of this Agreement but no less than sixty (60) days prior to bid advertisement. Projects for which bids have been advertised prior to the execution of this Agreement shall not be subject to the sixty (60) day time limit. 2. The Consultant shall conduct additional scoping meetings at any time upon the request of the Consortia Member. TASK: COMPETITIVE BIDDING 1. Within ten (10) days of award of contract, the Consultant shall, in collaboration with the Consortia Member, establish a date, time and location for the mandatory job start meeting. 2. The Consultant shall prepare and submit to the Consortia Member, at least two (2) weeks prior to the publication of the Notice Inviting Bids, written confirmation to the Consortia Member that the following information is included in the Notice Inviting Bids: language appropriate to Labor Code Sections 1771, 1775, 1777.5, 1813 and 1815; date of approval of Consortia Member's LCP, direction to include the cost of LCP compliance in the bid cost, date, time and location of mandatory job start meeting for all contractors and subcontractors with accepted bids, statement that first advertisement date of project determines the applicable prevailing wage. 3. The Consultant shall prepare and submit to the Consortia Member, at least two (2) weeks prior to publication of the Notice Inviting Bids, written confirmation that the Instructions to Bidders, the Contract, and the General Conditions contain the following information: language appropriate to Labor Code Sections 1771, 1775, 1777.5, 1813 and 1815; date of approval of the Consortia Member's LCP, direction to include the cost of labor compliance in the bid cost, date, time and location of mandatory job start meeting for all contractors and subcontractors with accepted bids, statement that first advertisement date of project determines the applicable prevailing wage. 4. In the event the Consultant determines that the Contract documents (Notice Inviting Bids, Instructions to Bidder, Contract and General Conditions) do not SDPUB/MUM/278946 C-1 contain all LCP information, as required above, the Consultant shall provide written documentation of such delinquency to Consortia Member no less than ten (10) days prior to the publication of the Notice Inviting Bids. It shall be the Consortia Member's responsibility to correct such delinquency in consultation with its Legal Counsel. TASK: JOB START MEETING 1. The Consultant shall provide written mailed notice to all contractors and subcontractors with accepted project bids of the date, time and location of the job start meeting, unless otherwise directed by the Consortia Member. 2. The Consultant shall provide a copy of the Consortia Member's LCP to each contractor and subcontractor and discuss and answer questions about the Consortia Member's LCP requirements and procedures at the job start meeting. 3. The Consultant shall review, in detail, with each project contractor or subcontractor the Labor Law Checklist (See Attachment A of the LCP), including the location for weekly certified payroll submission, at the job start meeting. 4. The Consultant and each project contractor and subcontractor shall sign the Labor Law Checklist at the job start meeting. 5. The Consultant shall maintain each fully executed Labor Law Checklist at a pre- designated location and provide a copy of each fully executed Labor Law Checklist to the Consortia Member's Labor Compliance Officer ("LCO") within three (3) working days of the job start meeting. 6. In the event all project contractors and subcontractors do not attend the mandatory job start meeting, the Consultant shall prepare a letter for the LCO's signature, and addressed to the prime contractor, stating that a required party was not in attendance at the job start meeting, and that the prime contractor is on written notice that he/she must ensure that absent party's compliance with all of the Consortia Member's LCP requirements. II. MONITORING & REVIEW TASK: REVIEW OF CERTIFIED PAYROLL RECORDS 1. The Consultant shall develop and submit for the Consortia Member's review and approval, a document control system for logging certified payrolls that meets the requirements of Labor Code Section 1776 prior to submission of the first weekly certified payroll. 2. The Consultant shall implement the approved document control system for all certified payroll submissions. SDPUB/MUM/278946 C-2 3. The Consultant shall review certified payrolls on a weekly basis for completeness and inclusion of all required information including: Employee's full name, address and social security number. Amount paid per hour (including amounts paid for health plans, pensions, training fund contributions, etc.) Daily regular, overtime, and holiday hours and weekly totals. Gross/net wages paid for project. Contractor's full name and address. Project name and location. Dates of payroll. Certification under penalty of perjury by authorized representatives of contractors or subcontractors. 4. The Consultant shall perform a more detailed review of certified payroll records for possible irregularities on a monthly basis. These reviews shall consist of randomly selected certified payroll records for a cross section of workers for each of the Consortia Member's projects. The Consultant shall determine whether wages and fringe benefits paid correlate with DIR prevailing wage rates, that overtime and holiday hours are correctly calculated and paid and any information obtained through field interviews corresponds to the certified payroll records. The Consultant's review should provide a high level of confidence that submitted certified payrolls are true and correct. 5. If in performing the random certified payroll review, the Consultant discovers an irregularity, the Consultant shall immediately notify the Consortia Member and contractor by registered mail, unless otherwise directed by the Consortia Member. Such letter shall request clarification of the irregularity. The letter shall allow the contractor to respond within ten (10) days of receipt of the letter. If no clarification is received from the contractor, the Audit and Investigation Tasks, as described below, shall commence. TASK: SITE MONITORING 1. The Consultant shall obtain work schedules for all construction contracts from the Consortia Member prior to the job start meeting. 2. Consultant shall develop site monitoring schedules based on the job size, complexity of the project and other related criteria. Site monitors shall then be designated for each project to conduct site visits. The Consultant shall provide the site monitors with work schedules. 3. The Consultant shall create a site interview form, which shall at minimum contain the information provided in Form 9 of the LCP, and require site monitors to complete the form when conducting interviews. SDPUB/MUM/278946 C-3 4. Site monitors shall be directed to conduct worker interviews on a random basis. The Consultant shall direct site monitors to complete a site interview form for each worker interviewed. 5. The Consultant shall maintain completed site interview forms in a timely manner and make such records readily available to the Consortia Member. 6. The Consultant shall direct site monitors to inspect contractor's trailer, or the like, to ensure that the following items have been posted or maintained: prevailing wage sheets, sign-in log (if required under the contract), daily listing of subcontractors, and notice that the LCP is implemented and enforced on the Project. TASK: RECEIPT OF CLAIMS/COMPLAINTS BY WORKERS 1. The Consultant shall develop and submit for the Consortia Member's review, a standard procedure for receiving and recording any claims or complaints submitted by a worker for the failure to pay prevailing wages or comply with the Consortia Member's LCP. 2. The Consultant shall investigate the claim in accordance with the procedures set forth below in Section III, Audit and Investigation. 3. Once an investigation and audit have been completed, the Consultant shall provide written responses to the Consortia Member and claimant within ten (10) working days. III. AUDIT & INVESTIGATION TASK: INVESTIGATION OF IRREGULARITIES OR CLAIMS If the contractor does not sufficiently clarify irregularities within ten (10) days of receiving the clarification letter or a worker files a claim against the contractor or a subcontractor, the Consultant should investigate the claim within ten (10) days of receiving the claim or fifteen (15) days after sending the clarification letter. The Consultant shall keep all documents and records produced from the investigation in a central location. Investigating the irregularity or claim may include the following, depending on the size of the project and nature of the irregularity: 1. A more detailed review of the certified payroll records, including, but not limited to a line by line review for all workers of the contractor or subcontractor for which the irregularity has occurred. 2. Site visits to interview additional workers of the contractor or subcontractor for which the irregularity has occurred. SDPUB/MUM/278946 C-4 3. Audit in accordance with the procedures set forth below. TASK: AUDIT An audit consists of inquiring into the contractor or subcontractor's compliance with applicable labor law requirements. The Consultant must conduct an audit if a contractor does not clarify an irregularity with the payroll records or a worker files a complaint. The Consultant shall complete the audit within thirty (30) days of receiving a worker's complaint or claim or within forty-five (45) days of sending the clarification letter. The Consultant must maintain all records and documents produced from the audit. The following items should be reviewed in the audit: 1. Contractor's maintenance of workers' compensation insurance. 2. Employment of apprentices, including review of certified payroll records to ensure proper apprenticeship wages are being paid, verification that apprentices hired are certified, verification that the contractor has contributed the proper amount to the apprenticeship training fund, and verification that the proper number of apprentices have been hired. 3. Illegal taking of wages. 4. Detailed review of certified payroll records which may include a line by line review of all weekly certified payroll records to ensure payment prevailing wages. 5. Interview workers and review of work hour records. If upon completion of an audit and investigation, a violation has been found, the Consultant shall notify the District’s Labor Compliance Officer within five (5) days of completion of the audit and investigation. IV. ENFORCEMENT (Note: Due to the difficult nature of calculating the cost of enforcement services prior to any violation, this item shall not be included in the Staffing Plan for a Project. A separate Staffing Plan shall be established no less than ten (10) days prior to commencement of enforcement services.) TASK: WITHHOLDING OF CONTRACT PAYMENTS 1. Within ten (10) days of finding a violation of the Consortia Member's LCP or applicable labor law, the Consultant must calculate the withholding of contract payments. In calculating the withholding, the Consultant must add the amount equal to the underpayment by the contractor with the amount of penalties assessed. The amount equal to underpayment shall be the sum of 1) the difference between the amounts paid to workers and the correct DIR prevailing wage rate determinations; 2) the estimated amounts of illegal taking of wages; and 3) the amount of funds not contributed to the apprenticeship training fund. Penalties assessed shall include up to $50 per day for each calendar day per SDPUB/MUM/278946 C-5 worker that is not paid the correct wage and up to $25 per day for each calendar day a worker is required to work more than 8 hours per day, 40 hours per week and not paid overtime. 2. The Consultant shall send the Notice of Deadlines of Forfeiture to the contractor and DIR within three (3) days after the withholding amount has been calculated. (See Attachment C of the LCP.) 3. The Consultant shall send a Notice of Withholding of Contract Payments and Notice of Right to Review to the contractor and DIR within ten (10) days of receiving DIR approval of the forfeiture amount. (See Attachment D of the LCP.) 4. The Consultant shall distribute the forfeited sums within fifteen (15) days after the expiration of the time period for seeking review of the Notice of Withholding of Contract Payments or receipt of the DIR final order, whichever occurs first. TASK: HEARING 1. The Consultant shall send a Notice of the Right to Obtain Review to contractor within ten (10) days of discovering a violation. (See Attachment D of the LCP) 2. Within ten (10) days of receiving a request for a formal hearing, the Consultant shall send the contractor or subcontractor a Notice of Opportunity to Review Evidence. (See Attachment F of the LCP) 3. The Consultant shall represent the Consortia Member at any hearing that may occur in connection with the Consortia Member's LCP or applicable labor law requirements. 4. The Consultant shall file the necessary documents with the hearing officer. 5. The Consultant shall consult with the Consortia Member's Legal Counsel in preparing for a hearing. V. REPORTING The Consultant shall prepare an annual report for the Consortia Member's governing board and DIR. At minimum, the annual report shall contain the following items: 1. Number of public works contracts awarded using funds derived from the Bond Acts and total value of funds. 2. Summary of wages due to workers resulting from failure by contractors to pay prevailing wage rates. 3. Total amount of money withheld from contract payments. SDPUB/MUM/278946 C-6 4. Total amount of money recovered by action in court. 5. Summary of penalties and forfeitures imposed and withheld or recovered in court. 6. Number, description and total value of contracts awarded that were exempt under Labor Code section 1771.5(a). The exemption in Labor Code section 1771.5(a) allows a school district to exempt certain projects under $25,000 in value for new construction and $15,000 for modernization. The exemption ONLY applies if a school district uses its LCP for all projects, not just projects funded from the Bond Acts. This item does not need to be included in the report if a district is not using its LCP for all of the school district's projects. SDPUB/MUM/278946 C-7 EXHIBIT "D" DESIGNATION OF CONSORTIA MEMBERS2 Consortia Members assigned to Parsons Brinckerhoff Construction Services Inc. shall be as follows: 1. Vallecitos Unified School District 2. Bonsall Union Elementary School District 3. Fallbrook Union Elementary School District 4. Fallbrook Union High School District 5. Oceanside Unified School District 6. San Marcos Unified School District 7. Carlsbad Unified School District 8. North County Regional Education Center 9. Valley Center-Pauma Unified School District 10. Borrego Springs Unified School District 11. Warner Unified School District 12. Spencer Valley Elementary School District 13. Julian Union Elementary School District 14. Julian Union High School District 15. San Dieguito Union High School District 16. Del Mar Union High School District 17. Solana Beach Unified School District 18. Cardiff Unified School District Contact information for Parsons Brinckerhoff Construction Services, Inc.: Jay Bell, 707 Broadway, Suite 1700, San Diego, CA 92101, (619) 238-9376. Consortia Members assigned to School Construction Compliance, LLC shall be as follows: 1. Escondido Union High School District 2. Escondido Union Elementary School District 3. Ramona Unified School District 4. Cajon Valley Union School District 5. La Mesa-Spring Valley Unified School District 6. Dehesa Elementary School District 7. Alpine Union Elementary School District 8. Jamul-Dulzura Union School District 9. Grossmont Union High School District 10. Mountain Empire Unified School District 11. Coronado Unified School District 12. National Elementary School District 13. Chula Vista Elementary School District 14. San Ysidro Elementary School District 2 The designation of Consortia Members shall be for all districts desiring to participate in this Agreement. This Exhibit is inclusive of all school districts expressing an interest in this Agreement. A school district shall not be a party to this Agreement until it has executed this Agreement, as provided for herein. SDPUB/MSS/278931 D-1 15. Sweetwater Union High School District 16. South County Regional Education Center Contact information for School Construction Compliance, LLC: Benjamin Dolinka, 1301 Dove Street, Suite 600, Newport Beach, CA 92660, (949) 955-1500. SDPUB/MSS/278931 D-2 EXHIBIT "E" COMPENSATION SCHEDULE PARSON BRINCKERHOFF CONSTRUCTION SERVICES INC. POSITION YEAR 1 YEAR 2 YEAR 3 Principal In Charge 180 189 200 Program Manager 156 165 170 Senior Project Manager 125 135 140 Project Manager 105 110 115 Scheduler 105 110 115 Labor Compliance Manager 95 100 105 Labor Compliance Site Monitor I 65 70 75 Labor Compliance Site Monitor II 75 80 85 Labor Compliance Site Monitor III 85 90 95 Certified Payroll Reviewer I 55 60 65 Certified Payroll Reviewer II 60 65 70 Certified Payroll Reviewer III 70 75 80 Administrative Assistant 45 50 55 Intern 35 40 45 SCHOOL CONSTRUCTION COMPLIANCE, LLC POSITION YEAR 1 YEAR 2 YEAR 3 Principal 175 185 195 Labor Compliance Officer 130 140 150 Database Administrator 105 110 115 Senior Field Technician 90 95 100 Field Technician 75 80 85 Data Analyst 50 55 60 Administrative Analyst 35 40 45 SDPUB/MSS/278931 E-1
"MASTER CONSORTIA AGREEMENT FOR LABOR COMPLIANCE"