2009/08/25 City Council Resolution 2009-86RESOLUTION NO. 2009 -86
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ROHNERT PARK
AUTHORIZING AND APPROVING AN AGREEMENT WITH
THE REED GROUP, INC. FOR
WATER AND WASTEWATER SERVICE CHARGE ANALYSIS
WHEREAS, the City of Rohnert Park provides water and wastewater service to its
customers in exchange for payment for the cost of providing those services;
WHEREAS, to ensure that the City recovers the cost of the services, the rates need to be
evaluated periodically;
WHEREAS, an update of the City's existing financial models for water and wastewater
enterprise funds is needed; and
WHEREAS, The Reed Group, Inc. is qualified and able to perform this service.
NOW, THEREFORE BE IT RESOLVED that the City Council of the City of Rohnert
Park authorizes and approves. a professional services agreement with The Reed Group, Inc. for
water and wastewater service charge analysis, for a not -to- exceed cost of $44,680.
BE IT FURTHER RESOLVED that the City Manager is authorized to execute the
necessary documentation in substantially similar form to the attached agreement, and is also
authorized to execute amendments up to 10% of the original contract amount.
DULY AND REGULARLY ADOPTED this 25h day of August, 2009.
CITY OF ROHNERT PARK
Mayor
BELFORTE: AYE CALLINAN: ABSENT MACKENZIE: AYE STAFFORD: AYE BREEZE: AYE
AYES: (4) NOES: (0) ABSENT: (1) ABSTAIN: (0)
JH- S:05 -d
AGREEMENT FOR PROFESSIONAL SERVICES
This Agreement is made and entered into on this day of , 2009,
by and between the City of Rohnert Park, hereinafter referred to as the "City," and The Reed Group,
Inc., hereinafter referred to as the "Consultant."
WHEREAS, the City requires Professional Services to prepare a Water and Wastewater
Financial Plan and Rate Study; and
WHEREAS, the Consultant is qualified and experienced.to provide such services.
NOW, THEREFORE, said City and said Consultant for the considerations hereinafter set
forth, mutually agree as follows:
L SCOPE OF WORK. Consultant shall.perform:those services described as Tasks. in
the Scope of Work, Schedule of Performance, and Cost of Services attached as Exhibit "A within
the time frames stated therein.
2. COORDINATION. Consultant shall assign Darrin Jenkins to personally participate
in said project and to coordinate the activities of the Consultant.
3. COMPENSATION.
A. City, shall pay Consultant . as compensation in full for. such services. and
expenses at the rates set forth in Exhibit "A," the. total ruin not to exceed $44,680. Progress
payments .,will be tied to . completion of tasks . so all payments . are proportional to the work
completed. Payment by City under this Agreement shall not be deemed a waiver of defects, even if
such defects were known to the City at the time of payment.
B. Consultant shall submit an itemized . statement for work performed.
C. Payments due and payable to Consultant for current services are within the
current budget and within an available, unexhausted and unencumbered appropriation of the City. In
the event the City has not appropriated sufficient funds. for payment of Consultant services beyond
the current fiscal year, this Agreement shall cover only those costs incurred up to the. conclusion of
the current fiscal year; payment for additional work is conditional upon future City appropriation..
4. ERM. The term of this Agreement shall be from the date of its execution until the
completion of the work contemplated by this Agreement and its final acceptance by City unless
terminated earlier as provided herein.
5. NOTICES. All notices, bills, and payments shall be made in writing and may be
given by .personal delivery or by mail. Notices, bilks and payments sent by mail. should be addressed
as follows:
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TO CITY: ENGINEERING DEPARTMENT
CITY. OF ROHNERT PARK
130 AVRAM AVENUE, SECOND FLOOR
ROHNERT PARK, CA 94928
TO CONSULTANT: THE REED GROUP
ATTN: ROBERT REED
3053 FREEPORT BOULEVARD, #158
SACRAMENTO, CALIFORNIA 95818 -4346
and when so addressed, shall be deemed given upon deposit in the United States mail, postage
prepaid. In all other instances, notices, bills and payments shall be deemed given at the time of
actual delivery. Changes may be made in the names and addresses of the person to whom notices,
bills and payments are to be given by giving notice pursuant to this Paragraph.
6. AMENDMENT OF SCOPE OF WORK. City shall have the right to amend ilie
Scope of Work within the Agreement by written notification to the Consultant. In such event, the
compensation . and time of performance shall be subject to renegotiation upon written demand of
either party to the Agreement. Failure of the Consultant to secure City's written authorization for
extra or changed work shall constitute a waiver of any and all right to adjustment in the contract'
price or time due, whether by way of compensation, restitution, quantum meruit, etc. for work done
without the appropriate City' authorization.
7. CITY'S RIGHT TO TERMINATE /SUSPEND CONTRACT. At any time and for
any or no reason, City shall have the right to terminate this Agreement, take possession of the
Consultant's work, e.g., studies, preliminary drawings, computations, specifications, etc., insofar as
they are complete and acceptable to the City, and pay the :Consultant such equitable proportion of
the total remuneration `as the work satisfactorily, done by the Consultant at the time of such
discontinuance bears to the whole ofthe work required to be done by the Consultant under the terms
of this Agreement.
8. CORRECTION OF WORK. The performance of services or acceptance of
information furnished by Consultant shall not relieve the Consultant from obligation to correct any
defective, inaccurate or incomplete work subsequently discovered and all such work shall be
remedied by the"Consultant on demand without cost to the City.
9. DELAYS`AND EXTENSIONS: The Consultant will be granted time extensions for
delays beyond the Consultant's control. Time extensions will be equal to the ' length of the delayor
as otherwise agreed upon between the Consultant and the City.` hi such event; compensation'as set
forth in the Scope of Work shall be subject to renegotiation upon written demand of either party to
the Agreement:
10. RECORDS OF PERFORMANCE. Consultant shall maintain any 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 City for a minimum period of
three (3) years, or for any longer period required '•by law make these records available for inspection,
audit, and copying by the City. All data, documents, discussions, or other information developed or
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received by or for Consultant in performance of this Agreement are confidential and not be
disclosed to any person except as authorized by City or as required by law.
11. SUBCONTRACTING. None of the services covered by this contract shall be
subcontracted without the prior written consent of the City. In accordance with Government Code
Section 7550, Consultant agrees to state: in a separate section of any filed report the numbers and
dollars amounts of all contracts and subcontracts relating to preparation of the report.
12. ASSIGNMENT.. The Agreement shall not be assigned by the Consultant in whole
or in part, without the written consent of the City.
13. INDEMNIFICATION. To the full extent permitted by law, Consultant shall
indemnify, hold harmless, release and defend City, its officers, elected officials, employees, agents,
and volunteers from. and against any and all actions, claims; demands, damages, disability; losses,
expenses including attorney's fees and other defense costs: and liabilities of any nature that may be
asserted by any person or, entity including Consultant, in whole or in part, arising : out of
Consultant's: activities hereunder, including the activities: of other persons employed or utilized by
Consultant in the performance of this Agreement (including design defects and regardless of City's
approval, use or acceptance of the work or work product hereunder) excepting liabilities due to the
sole negligence or willful misconduct of City.. This indemnification obligation is not limited in any
way by any limitation on the . amount or type of damages or compensation payable by or for
Consultant under Worker's Compensation, disability or other employee benefit acts or the terms,
applicability or limitations of any insurance held or provided by Consultant and: shall continue to
bind the parties after termination/completion of this Agreement.
14. INSURANCE. Without limiting consultant's indemnification: provided herein,
Consultant shall comply with the requirements set forth in Exhibit C to this Agreement. ,
15. STANDARDtOF CARE. City;relies upon the professional ability of Consultant as a
material inducement to entering into this Agreement. Consultant agrees to use reasonable care and
diligence in its profession in rendering services : under this Agreement. Consultant agrees that the
acceptance of his work by City shall not operate as .a waiver or :release of said obligation of
Consultant. The absence, omission, or failure to include in this Agreement, items which are
normally considered to be a part of generally accepted professional procedure or which involve. .
professional judgment shall not be used as a basis for submission of inadequate work or incomplete
performance.
16. LITIGATION SUPPORT. Consultant agrees to.testify at City's request if litigation
is brought against City in connection with Consultant's report. Unless the action is brought by
Consultant or is based upon Consultant's negligence, City will compensate Consultant for the
preparation and testimony at Consultant's: standard hourly rates, if requested by City and not part of
the litigation brought by City. against Consultant. .
17.: COVENANT AGAINST CONTINGENT FEES: The Consultant warrants .that he
has not employed or retained any company or person, other than a. bona fide employee working. for
the Consultant; to solicitor secure this Agreement, and that he has not paid or agreed to pay any
company. or person, other than a bona fide employee, any fee, commission, percentage, brokerage
fee, gift,: or any. other consideration, contingent upon or resultingg from the award or making this
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Agreement. .For . breach. or violation of this warranty, the City shall have the right to annul this
Agreement without liability, or, in its discretion to deduct from the Agreement price or
consideration, or otherwise recover, the full amount of such fee, commission, percentage, brokerage
fee, gift, -or contingent fee.
18. CONFLICT OF INTEREST. Consultant (including principals, associates, and
professional employees) covenants and represents that it does not now have any investment or
interest in real property and shall not acquire any interest, direct or indirect, in the area covered by
this contract or any other source of income, interest in real property or investment which would be
affected in any manner or degree by the performance of . Consultant's services hereunder.
Consultant further covenants and represents that in the performance of its duties hereunder no
person having any such interest shall perform any services under this Agreement.
1.9. STATEMENT OF ECONOMIC INTEREST.. If City determines Consultant comes
within the definition of Consultant under the Political Reform Act (Government Code §87100),
Consultant shall complete and file and shall require any other person doing work under this
Agreement to complete and file a "Statement of Economic Interest" with the Clerk of the City of
Rohnert Park. disclosing. Consultant and/or such other person's financial interests.
20.. MERGER This Agreement shall :constitute the 'entire Agreement between the
parties and shall: supersede any previous agreements, .whetherverbal or written, concerning the same
subject matter. No modification of this Agreement shall: be effective unless and until evidence by a
writing is signed by both parties.
21. DEFAULT. If Consultant should fail to perform any of his obligations hereunder,
within the time and in the.manner herein provided or otherwise violate any of the terms of this
Agreement, City may terminate this Agreement. by giving Consultant written notice - of such
termination, stating the reason for such termination. In such event, Consultant shall be entitled to
receive as full payment for: all services 'satisfactorily rendered and expenses incurred hereunder, an
amount which bears the same ratio to. the total: fees specified in the agreement as the. services
satisfactorily rendered hereunder by Consultant bear to the total services otherwise required to be
performed for such total .fee; provided,: however, that the City shall 'deduct from such amount the
amount of damage, if . any, sustained by City by virtue of the breach of the Agreement by '
Consultant. ;
22. NO WAIVER OF BREACH, TIME. The waiver by City of any breach of any term
or promise contained in this Agreement shall not be deemed to be a waiver of such term or
provision or:.any subsequent breach of the same or any other term or promise contained in this
Agreement. Time is of the essence in carrying out the duties hereunder.
23: THIRD PARTY BENEFICIARIES. Nothing contained in this Agreement shall be
construed to create and the parties do not intend to create any rights in third parties.
24: . ;ATTORNEY FEES APPLICABLE LAW AND FORUM. In the event either party
brings an action or proceeding. for damages arising out of the other's performance under- this
Agreement. or, to establish the right or remedy of either party, the prevailing party shall be entitled to -
recover reasonable attorney fees and costs as part of such action or proceeding, whether or not such
action or proceeding is prosecuted to judgment. This Agreement shall be construed and interpreted
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according to California law, and any action to enforce the terms of this Agreement or for the breach
thereof shall be brought and tried in the County of Sonoma.
25. INDEPENDENT .CONTRACTOR. The parties intend that . Consultant, in
performing the services - specified herein,. shall act as an independent contractor and shall have
control of the work and the:manner in which it is performed. Consultant. is not to be considered an
agent or employee of the City and is not entitled to participate in any pension plan, insurance, bonus
or similar benefits City provides its employees. In the event City exercises its right to terminate this
Agreement, Consultant expressly agrees that he /she shall have no recourse nor right of appeal under
rules, regulations, ordinances or laws applicable to employees.
26. TAXES. Consultant agrees to file tax returns and pay all applicable taxes on
amounts paid pursuant to this Agreement and shall be solely liable and responsible to pay such taxes
and other obligations, including, but not limited to, state and federal income and FICA taxes.
Consultant agrees to indemnify and hold the City harmless from any liability which it may incur to
the United States for to the State of California as a consequence of Consultant`s failure tolpay, .when
due, all such taxes and obligations.
27. EMPLOYMENT PRACTICES. Consultant shall not discriminate in its
performance under the Agreement either directly or indirectly on the grounds of race, color,
religion, sex, age, national origin, or other prohibited grounds in its employment practices, and shall
take affirmative steps to ensure that applicants are employed and 'employees are treated during
employment without regard to race, color, religion, sex, age, national origin, or other prohibited grounds.
28. COMPLIANCE WITH LAW. Consultant shall comply with all applicable federal,
state and local laws, rules and regulations affecting the Consultant and his/her work hereunder.
Consultant represents and warrants to City that Consultant has all licenses, permits, qualifications
and approvals of whatsoever nature which are legally required for Consultant to practice
Consultant's profession and to do the work hereunder. Consultant represents and warrants to City
that Consultant shall, at its sole cost and expense, keep in effect at all times during the term of this
Agreement any licenses, permits, and approvals which are legally required for Consultant to
practice his/her profession and do the work contemplated by this Agreement.
29. TITLE TO DOCUMENTS. Title to all plans, specifications, maps, estimates,
reports, manuscripts, drawings, descriptions and other final work products compiled by the
Consultant under the Agreement shall be vested in the City, none of which shall be used in any
manner whatsoever, by any person, firm, corporation, or agency without the expressed written
consent of the City. Basic survey notes and sketches, charts, computations, and other data prepared
or obtained under the .Agreement shall be made available, upon request, to the City without
restriction or limitations on their use. Consultant may retain copies of the above - described
information but agrees not to disclose or discuss any information gathered, discussed or generated in
any way through this Agreement without the written permission of City during the term of this
Agreement or until ninety (90) days after receipt of final payment from City.
30. INTERPRETATION. Notwithstanding the fact that one or more provisions of this
Agreement may have been drafted by one of the parties to this Agreement, such provisions shall be
interpreted as though they were a product of a joint drafting effort and no provisions shall be
interpreted against a party on the ground that said party was solely or primarily responsible for
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drafting the .language to be interpreted.
31. EXECUTION. This Agreement may be executed in several counterparts, each of
which shall constitute one and the same instrument and shall become binding upon the parties when
at least one copy hereof shall have been signed by both parties hereto. In approving this Agreement,
it shall not be necessary to produce. or account for more than one such counterpart.
32. AUTHORITY. Each individual executing this Agreement on behalf of one of the -
parties represents that he. or she is duly authorized to sign and deliver the Agreement on behalf of
such party and that this Agreement is binding on such party in accordance with its terms..
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be.
executed the day and year first above written.
CITY OF ROMERT PARK: CONSULTANT:
Name: Dan Schwarz (Date) NAe:Ro Reed (Date) , ,
Title: Interim City Manager Title: President
Per Resolution No. 2000-- adopted by the Rohnert
Park City Council at its meeting of August 25,2009. t
Nam j?� j ( �`� (Date)
Title: t..
ATTEST:
City Clerk
APPROVED AS TO FORM:
City Attorney
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EXHIBIT "A"
SCOPE OF WORK, SCHEDULE OF PERFORMANCE, AND COST OF SERVICES
Exhibit A Page 1 of 4
THE REED GROUP, INC. "
August 6, 2009
Darrin Jenkins
City of Rohnert Park
130 Avram Avenue
Rohnert Park, CA 954928
Subject: Proposal to Prepare Water and Wastewater Rate Study
Dear Mr. Jenkins,
In response to your request, The Reed Group, Inc. is pleased to offer assistance to the City of
Rohnert Park in preparing a water and wastewater rate study. This proposal letter includes a
scope of services, schedule, and cost estimate for the study based on the telephone conversation
we had earlier this week.
The study described herein includes the technical and financial analysis for preparing multi-
year financial plans for both the water and wastewater utilities, as well as examining rate
structure issues and developing rate structure recommendations consistent with the City's
objectives. The study also includes a workshop with the City Council early in the study
process, as well as a presentation of recommendations prior to beginning the public hearing
notification process and a presentation during a public hearing to consider proposed rates. The
study does not include a more extensive public outreach process. However, as we discussed
the study scope and schedule could be modified to accommodate the needs and desires of the
City. I would be pleased to help strategize on such an approach at any time.
Scope of Services
In 2009, as a result of a ballot initiative process, the City of Rohnert Park rolled back their
wastewater rates to levels that existed in January 2006. This has placed a strain on the financial
condition of the utility, including the City's ability to meet long -term debt obligations. The
utility's expenses exceed available revenues and financial reserves are being depleted. It is in
this environment that the City wishes to prepare a multi-year financial plan to justify a financial
strategy for meeting the wastewater utilities financial obligations including continued operation
and maintenance, debt service obligations, and rehabilitation and upgrade of the wastewater
system. It is anticipated that increases in wastewater rates will be a part of this strategy, with
the tinning and amount of increases to be determined. In addition, the City wishes to consider
alternative wastewater rate structures in order to improve equity among customers and meet
other rate setting objectives. Any proposed wastewater rates will need to meet the legal
requirements for not exceeding the cost of providing service.
3053 Freeport Boulevard #158 • Sacramento, CA 95818 -4346 - (9j[6) 444 -9622 • www.TheReedGroup.org
M
DARRIN JENIUNS
AUGUST 6, 2009
Exhibit "A" PAGE2 of 4
In addition to the wastewater financial plan and rate analysis, the City wishes to also develop a
water system financial plan and rate study. It is cost: effective to perform both studies together,
as much of the 'same information is needed for both. Alternative water rate structures are also
to be considered in this study. The water system financial plan will. consider. current and
estimated future costs of water supply, as well as assumptions regarding future water demands
and supply limitations.
Specific tasks for the study include:
Project Initiation and Management. - Includes kick -off meeting and up to. 3 interim_
meetings with staff, contract administration, and coordination and communication with
the City. In particular, we will use the kick -off meeting to review changes that have
occurred in the past two years that will affect the .financial plan, and discuss new
information and assumptions to utilize.with this update. Prior to a kick -off meeting, we
will . submit an information request listing the documents and information that will be
needed for the study.. During the;, kick -off meeting, we will review the request, the
project scope and schedule, and any special issues to be addressed. We will also begin,
planning for the workshop to be held with the City Council.
Develop Water and Wastewater .Multi -Year Financial Plans Prepare multi -year financial
plans with a planning period .consistent with the City's capital improvement plans. The
financial plans will include consideration of .annual operating and maintenance, costs,
current and .potential .future debt: service obligations, capital improvement needs,
prudent reserves, and revenues to the water and wastewater utilities. The financial
plans will be used to (1) develop a financial strategy for each .utility,. and: (2) identify the
annual water /wastewater. rate revenues requirements. The financial strategy may.
include consideration of debt financing of capital projects and, if necessary, estimation of
the size and timing of debt issuance. We will also consider how reserve policies might
help to reduce the need for future debt. The revenue requirement is the amount needed
to meet financial obligations and goals with consideration of reserves and reserve
policies.
Workshop with City Council - Following development of preliminary financial plans, we
propose to conduct a workshop with the City Council. The workshop will provide an
opportunity for discussion each utility in the context of (1) current financial situation, (2)
financial needs within the planning period, . (3) reserves and reserve policies, (4)
observations related to the current rates and rate structures, (5) potential rate setting
objectives and concepts for.alternative rate structures, and (6) any other issues of interest
to the Council and community. This last item might include discussion possible
methods for community involvement during the rate study. The workshop will provide
an opportunity to inform the 'Council about issues to be addressed and possible
solutions to those issues, and will provide the Council with an opportunity for input and
direction on the study.
Pik.- DARRIN JENKINS
AUGUST 6, 2009
Exhibit "A" PAGE3 of 4
• Water and Wastewater Cost of Service Analysis and Rate Design This task will include cost
of service analyses and design of water and wastewater rates. Rate .setting principles
used in the water /wastewater industry will be used.. In addition to evaluating the
current rate structures,:we will .develop alternative rate structures based 'on rate setting
objectives developed in consultation . with City staff and. /or the City Council.
Encouraging water conservation is an example of an objective that could be used to help
guide the rate design process. Rate analyses will be consistent with meeting the revenue
needs identified through the financial plans. Analyses will also include consideration of
the potential for automatic adjustment of water rates based on changes in water charges
from the Sonoma County Water Agency; as will as the potential for automatic future
adjustments for inflationl.
• Prepare and Present -Draft Rate Study Report'- Draft recommendations on the water and
wastewater financial plans and rates will be documented in a draft report including all
underlying assumptions, proposed financial . strategy, and alternative rate structures:
Draft recommendations will be presented to the City Council during a regular council
meeting or workshop setting.
Finalize Rate Study and Recommendations ^ Based on comments and direction received
from staff and the City Council financial and rate analyses will be refined, as necessary,
and study recommendations finalized; We will then work with City staff in preparing:
required public hearing notices in compliance with Proposition 218.' This notice must be�
mailed to all customers /property owners at least 45 days prior to a public hearing.
• Presentation. and Rate Hearing _ - The Reed Group, Inc: will. present final study
recommendations to the City Council during a public :hearing to consider the rates for
adoption. -
Cost and Schedule
It is estimated that water and wastewater financial plan and rate study can be performed. for:.
$44,680, including expenses. It is our practice to bill clients monthly for actual time and
expenses, subject. to. the not-to-exceed. limit of the study. Payments are due within 30 days. My
hourly billing rate for this project. will. be $210 (unchanged from 2008). Expenses are estimated
at about $1,000 (primarilyfor travel):. The scope of.services assumes up to 4 meetings with staff;
and up to 3 workshops/ presentations to the City Council.
Beginning. in. 2009, The. Reed Group,.Inc. is instituting additional "green' .practices.. All work
products will be submitted to. clients .in .electronic format (primarily: PDF files). We would, be;
.pleased to :provide . bound copies.of final work. products upon request. In addition to charging
for the cost of producing:. these reports;. The Reed Group, ,Inc. will charge an additional $10 per,
report, and. make a like donation to the.Land. Conservancy:
1 These types of automatic adjustments were authorized by statute in 2008.
R DARRIN JENMNS
AuGusr 6, 2009
Exhibit "A" PAGE of 4
Assuming a start date by mid - September 2009, we should be able to submit a draft report to the
City within 2 to 3 months. This schedule will depend on coordination with the City regarding
receipt of needed information and the scheduling of meetings with staff and the Council
workshop. Allowing for the required Proposition 218 process, new rates could be adopted in
the early months of 2010.
If the City desires to incorporate a more comprehensive community involvement and /or
outreach process, the study schedule could be extended. The City will control the timeline for
finalizing study recommendations and presenting them to the City Council for adoption. We
will work with staff to integrate the study process with other commitments of the City. This
proposal assumes all work will be completed by June 2010.
Please let me know if you have any questions regarding this proposal. We appreciated the
opportunity to be of service to the City of Rohnert Park.
Sincerely,
Robert Reed
The Reed Group, Inc.
EXHIBIT "B"
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EXHIBIT C
INSURANCE REQUIREMENTS
Prior to the beginning of and throughout the duration of the Work, Consultant will maintain insurance in
conformance with the requirements set forth below. Consultant will use existing coverage to comply with
these requirements. If that existing coverage does not meet the requirements set forth here, Consultant
agrees to amend, supplement or endorse the existing coverage to do so. Consultant acknowledges that the
insurance coverage andpolicy limits set forth in this section constitute the minimum amount of coverage
required. Any insurance proceeds available to City in excess of the limits and coverage required in this
agreement and which is applicable to a given loss, will be available to City.
Consultant shall provide the following types and amounts of insurance:
General Liability Insurance using Insurance Services Office "Commercial General Liability" policy form
CG 00 0l or the exact equivalent. Defense costs must be paid in addition to limits. There shall be no cross
liability exclusion for claims or suits by one insured against another. Limits are subject to review but in
no event less than $2,000,000 per occurrence.
Business Auto Coverage on ISO Business Auto Coverage form CA 0001 including symbol 1 (Any Auto)
or the exact equivalent. Limits are subject to review, but in no event to be less that $2,000,000 per
accident. If Consultant owns no vehicles, this requirement may be satisfied by a non -owned auto
endorsement to the general liability policy described above. If Consultant or Consultant's employees will
use personal autos in any way on this project, Consultant shall provide evidence of personal auto liability
coverage for each such person.
Workers Compensation on a state - approved policy form providing statutory benefits as required by law
with employer's liability limits no less than $1,000,000 per accident or disease. PtA- kppj ,�C „� k uS e(r+k
Excess or Umbrella Liability Insurance (Over Primary) if used to meet limit requirements, shall provide
coverage at least as broad as specified for the underlying coverages. Any such coverage provided under
an umbrella liability policy shall include a drop down provision providing primary coverage above a IL
maximum $25,000 self - insured retention for liability not covered by primary but covered by the umbrella.
Coverage shall be provided on a "pay on behalf' basis, with defense costs payable in addition to policy
limits. Policy shall contain a provision obligating insurer at the time insured's liability is determined, not
requiring actual payment by the insured first. There shall be no cross liability exclusion precluding
coverage for claims or suits by one insured against another. Coverage shall be applicable to City for
injury to employees of Consultant, subconsultants or others involved in the Work. The scope of coverage
provided is subject to approval of City following receipt of proof of insurance as required herein. Limits
are subject to review but in no event less than $2,000,000 per occurrence.
Professional Liability or Errors and Omissions Insurance as appropriate shall be written on a policy form
coverage specifically designed to protect against acts, errors or omissions of the consultant and "Covered
Professional Services” as designated in the policy must specifically include work performed under this
agreement. The policy limit shall be no less than $1,000,000 per claim and in the aggregate. The policy
must "pay on behalf of the insured and must include a provision establishing the insurer's duty to defend.
The policy retroactive date shall be on or before the effective date of this agreement.
Insurance procured pursuant to these requirements shall be written by insurers that are admitted carriers
in the state of California and with an A.M. Bests rating of A- or better and a minimum financial size VII.
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General conditions pertaining to provision of insurance coverage by Consultant. Consultant and City
agree to the following with respect to insurance provided by Consultant
1. Consultant agrees to have its insurer endorse the third party general liability coverage required
herein to include as additional insureds the City, its officers, elected officials, employees,
agents, and volunteers using standard ISO endorsement No. CG 2010 with an edition np 'or to
1992. Consultant.also agrees to require all contractors, and subcontractors to do likewise.
2. No liability insurance coverage provided to comply with this Agreement shall prohibit
Consultant, or Consultant's employees; or agents, from waiving the right of subrogation; prior to
a loss. Consultant agrees to waive subrogation rights against City regardless of the applicability
of any insurance proceeds, and to require all contractors, and subcontractors to do likewise. .
3. The worker's compensation policy is to be endorsed with a waiver of subrogation. The
insurance. company, in its endorsement, agrees to waive all rights of subrogation. against the
City, its officers, elected officials, employees, agents, and volunteers for. losses paid under the
terms of this policy which arise from the work performed by the named insured for the City.
4. All insurance coverage and limits provided by Contractor and available or applicable to this
agreement are intended to apply to the full extent of the policies. Nothing contained in this
Agreement or any other agreement relating to the City or its operations limits the application of
such insurance coverage.
5. .None of the coverages required herein will be in compliance with these requirements if they
include any limiting endorsement of any kind that, has not. been. first submitted to. City and
approved of in writing. .
6. No liability policy shall contain any provision or definition that would serve to eliminate so-
,called "third-party action over" claims, including any exclusion for bodily injury to an
employee of the insured or of any contractor or subcontractor.
7. All coverage types and limits required are subject to approval, modification and additional
requirements by the City, as the need arises. Consultant shall not make any reductions in scope
of coverage (e.g. elimination of contractual liability or reduction of discovery period) thatmay'
affect City's protection without City's prior written consent.
8. Proof of compliance with these insurance requirements, consisting of certificates of insurance
evidencing all of the coverages required and an additional insured endorsement to Consultant's
general liability policy, shall be delivered to. City at or prior to the execution of this Agreement.
In the event such proof of any insurance is not delivered as required, or in the event such
insurance is canceled at any time and no replacement coverage is provided, City has the right,
but not the duty, to obtain any insurance it deems necessary to protect its interests under this or
any other agreement and to-pay-the premium. Any premium so paid by City shall be charged.to
and promptly paid by Consultant or deducted from sums due Consultant, at City option.
9. Certificate(s) are to reflect that the insurer will provide 30 days notice to City of any
,cancellation of coverage. Consultant agrees to.require. its insurer to modify such certificates to
delete any exculpatory wording stating that failure of the insurer to mail written notice of
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cancellation imposes no obligation, or that any parry will "endeavor" (as opposed to being
required) to comply with the requirements of the certificate.
10. It is acknowledged by the parties of this agreement that all insurance coverage required to be
provided by Consultant or any subcontractor, is intended to apply first and on a primary, non-
contributing basis in relation to any other insurance or self insurance available to City.
11. Consultant agrees to ensure that subcontractors, and any other party involved with the project
who is brought onto or involved in the project by Consultant, provide the same minimum
insurance coverage required of Consultant. Consultant agrees to monitor and review all such
coverage :and :assumes all responsibility for ensuring that such coverage is provided in
conformity with the requirements of this section. Consultant: agrees that upon request, all
agreements with subcontractors and others engaged in the project will be submitted to City for
review.
12.: Consultant- agrees not to self-insure or to use any self- insured retentions or deductibles on any
portion:ofthe insurance required herein and further agrees that it will not allow any contractor,
subcontractor, Architect, Engineer or other entity or person in any way 'involved in the
performance of work on the project contemplated by this agreement to self- insure its
obligations to City. If Consultant's existing coverage includes a deductible or self - insured
retention, the deductible or self - insured retention must be declared to the City. At that time the
City shall review'options with the Consultant, which may include reduction or elimination of
the deductible or self - insured retention, substitution of other coverage, or other solutions.
13. The City reserves the right at any time during the term of the contract to change the amounts
and ,types of insurance required by giving the Consultant ninety (90) days advance written
notice of such change. If such change results in substantial additional cost to the Consultant, the
City will negotiate additional compensation proportional to the increased benefit to City.
14. For purposes of applying insurance coverage only, this Agreement will be deemed to have been
executed immediately upon any party hereto taking any steps that can be deemed to be in
furtherance of or towards performance of this Agreement.
15.. Consultant acknowledges and agrees that any actual or alleged failure on the part of City to
inform Consultant of non - compliance with any insurance requirement in no way imposes any
additional obligations on City nor does it waive any rights her eunder in this or any other regard.
16. Consultant will renew the required coverage annually as long as City, or its employees or agents
face an exposure from operations of any type pursuant. to this agreement. This obligation
Applies whether or' not the agreement is canceled or terminated `for any reason:. Termination of
this obligation is not effective until City executes a written statement to that effect.
17. Consultant shall provide proof that policies of insurance required herein expiring during the
term of this Agreement have been renewed or replaced with other policies providing at least the
same coverage. Proof that such coverage has been ordered shall be submitted prior to
expiration. A coverage binder or letter from Consultant's insurance agent to this effect is
acceptable. A certificate of insurance and/or additional ' insured' endorsement as required in
these specifications applicable-. to the renewing or new coverage must be provided to- City
within five days ofthe expiration of the coverages.
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18. The provisions of any workers' compensation or similar act will not limit the obligations of
Consultant under this agreement. Consultant expressly agrees not to use any statutory immunity
defenses under such laws with respect to City, its officers, elected officials, employees, agents,
and volunteers.
19. Requirements of specific coverage features or limits contained in this section are not intended
as limitations on coverage, limits or other requirements nor as a waiver of any coverage
normally provided by any given policy. Specific reference to a given coverage feature is for
purposes of clarification only as it pertains to a given issue, and is not intended by any party or
insured to be limiting or all - inclusive.
20. These insurance requirements are intended to be separate and distinct from any other provision
in this agreement and are intended by the parties. here to be interpreted as such.
21. The requirements in this Section supersede all other sections and provisions of this Agreement
to the extent that any other section or provision conflicts with or impairs the provisions of this
Section.
22. Consultant agrees to be responsible for ensuring that no contract used by any party involved in
any way with the project reserves the right to charge City or Consultant for the cost of
additional insurance coverage required by this agreement. Any such provisions are to be deleted
with reference to City. It is not the intent of City to reimburse any third party for the cost of
complying with these requirements. There shall be no recourse against City for payment of
premiums or other amounts with respect thereto.
23. Consultant agrees to provide immediate notice to City of any claim or loss against Consultant
arising out of the work performed under this agreement. City assumes no obligation or liability
by such notice, but has the right (but not the duty) to monitor the handling of any such claim or
claims if they are likely to involve City.
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CERTIFICATE OF CONSULTANT
I HEREBY CERTIFY that I am the �ry.�}- , and a duly
authorized representative of the firm of T
whose address is ��,�{ o, 6 A '1S] 't$'and that
neither I nor the above firm I here represent has:
a) Employed or retained for a commission, percentage, brokerage, contingent
fee, or other consideration, any firm or person (other than a bona fide
employee working solely for me or the above consultant) to- solicit to secure
this Agreement.
b) Agreed, as an express or implied condition for obtaining�this '
contract, to employ or_ retain the services of any firm or
person in connection with carrying out the Agreement; or
c) Paid, or agreed to pay, to any firm, organization or person (other than a bona
fide employee working solely for me or the above consultant) any fee,
contribution, donation, or consideration of any kind for, or in connection
with, procuring or carrying out the Agreement;
Except as here expressly stated (if any);,
I acknowledge that this certificate is subject to applicable State and Federal laws, both
criminal and civil.
d 41 PL�
Date Signature
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