2009/08/25 City Council Resolution 2009-90RESOLUTION NO. 2009-90
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ROHNERT PARK
AUTHORIZING A REQUEST FOR PROPOSALS FOR EXECUTIVE RECRUITMENT
SERVICES — RECRUITMENT OF CITY MANAGER
WHEREAS, on August 11, 2009, the City Council approved a Resignation and Release
Agreement ( "Agreement ") with City Manager Stephen Donley, said resignation to be effective
December 31, 2009;
WHEREAS, under the terms of Agreement, the City Council may begin a City Manager
search and/or recruitment process upon execution of the Agreement;
WHEREAS, the City Council wishes to conduct an executive recruitment for the
position of City Manager; and
WHEREAS, the City Council believes a highly- qualified executive recruiter would best
suit the needs of the City Council.
NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Rohnert
Park that it does hereby authorize a Request for Proposals for qualified consultants to provide
executive recruitment services for recruitment of a City Manager.
BE IT FURTHER RESOLVED that the Mayor is hereby authorized and directed to
execute documents pertaining to same for and on behalf of the City of Rohnert Park.
DULY AND REGULARLY ADOPTED by the City Council of the City of Roluiert
Park this 25t` day of August, 2009.
CITY OF ROHNERT PARK
UNA�
Mayor
ATTEST: 106
tPORNOt
BELFORTE: AYE CALLINAN: ABSENT MACKENZIE: AYE STAFFORD: AYE BREEZE: AYE
AYES: (4) NOES: (0) ABSENT: (1) ABSTAIN: (0)
CITY OF ROHNERT PARK
REQUEST FOR PROPOSALS
EXECUTIVE RECRUITMENT SERVICES -
RECRUITMENT OF CITY MANAGER
City of Rohnert Park
City Hall - Administration
130 Avram Avenue
Rohnert Park, CA 94928
Distribution /Advertisement: August 28, 2009
Deadline for Submittal of Qualifications: September 16, 2009
CITY OF ROHNERT PARK
EXECUTIVE RECRUITMENT SERVICES —
RECRUITMENT OF CITY MANAGER
1. INTRODUCTION
The City of Rohnert Park California (herein referred as "City ") is releasing this Request
for Proposal ( "RFP ") to interested consultant firms (hereinafter referred to as
"Consultant ") to accomplish the purpose of this RFP, namely to conduct an executive
recruitment for the position of City Manager. The recruitment shall be prepared in close
consultation with the City Council of the City of Rohnert Park.
Your firm is invited to submit a proposal to provide the required consulting services to
the City of Rohnert Park.
Prepare a proposal that addresses all tasks as outlined below and approach to
accomplishing the same. Develop a timeline that describes the process and key
milestones for completing the project on time and within budget.
2. BACKGROUND
The City of Rohnert Park is in need of the services of a new City Manager after the
August 2009 resignation of Stephen Donley. Mr. Donley was called to active duty in the
United States Coast Guard on October 1, 2008 and recently informed the City Council of
his desire to resign as City Manager and remain with the Coast Guard. Mr. Donley's
resignation is effective December 31, 2009. The City has had four managers since its
incorporation in 1962.
Rohnert Park is a California General Law City employing a Council- Manager form of
government. The City is governed by a five- member, at -large Council. The Mayor is
appointed annually by vote of the Council. Rohnert Park is a full- service city
distinguished in California as one of only two cities to employ a combined public safety
model; Public Safety Officers provide both police and fire protection services. The City
has approximately 150 full -time employees.
Rohnert Park was founded as a master - planned community on the former site of the
2700 -acre Rohnert Seed Farm. It is located within the southern portion of Sonoma
County, immediately south of the City of Santa Rosa and north of the City of Cotati. The
City is situated on State Highway 101 and is bisected by the Northwestern Pacific
Railroad right -of -way.
The City's original incorporation of 1,325 acres (2.1 square miles) occurred in 1962,
when the City's population was 2,775 persons. The current population is 43,062 persons
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(California Department of Finance estimate for January 1, 2008) and the present City
limits encompass approximately 4,400 acres (6.9 square miles).
3. SCOPE OF WORK
The City anticipates the search will involve five phases:
Phase 1: Development of Candidate Profile and Recruitment Strategy
Phase 2: Outreach and Advertising Campaign
Phase 3: Candidate screening and interviews
Phase 4: Candidate selection, background, and offer
Phase 5: Appointment
Core Services Required:
• Primary contact with Council, guiding and advising them through this recruitment
and selection process.
• Advise Council on all phases of the recruitment including who should be involved
and to what extent. This will include input regarding participation from
community stakeholders, department heads, and other staff.
• Recommend and employ methods to gain a broad perspective on desired
characteristics, experience, and background for City Manager candidates.
• Develop recruitment materials.
• Conduct an outreach and advertising campaign aimed at producing the highest
quality City Manager candidates.
• Review and screen candidates. Personally meet with top candidates prior to
presenting to Council.
• Recommend final selection process and facilitate process with Council to review
final candidates.
• Conduct background on final candidates.
• Negotiate compensation package with final candidate (if requested).
4. PROPOSAL CONTENTS
4.1 To demonstrate its qualifications, its ability to perform the services described in
this RFP, and its proposed method for. performing these services, the Consultant
shall submit one original and five copies of a proposal containing the following
information in the format indicated below. Incomplete proposals and proposals
not organized according to this format may be rejected. A faxed proposal will be
rejected.
4.2 PROPOSAL FORMAT
4.2.1 A Transmittal letter shall precede the body of the proposal. It shall
include the following information:
a. It shall be signed by an officer of the Consultant designated as the
Prime Consultant who is authorized to bind the firm contractually.
In case of a joint venture, an officer of each joint venture partner
shall sign. In case of sub - consultants an officer of each sub -
consultant shall sign.
b. The Consultant shall confirm the receipt of the RFP and all
addenda thereto.
C. It shall specify the name, title, address, and telephone number of
the individual to whom correspondence and other contacts should
be directed during the consultant selection process.
d. It shall specify the name, title, address, and telephone number of
the individual who will negotiate with the City and who is
authorized to contractually bind the Consultant.
e. The Consultant shall state its willingness to accept the terms and
conditions in the Agreement for Services attached to this RFP (see
Section 7), or shall list those terms and conditions to which it takes
exception. If exception is taken, proposed alternative language
shall be provided. The City shall not be bound by any proposed
changes and may eliminate the proposal from future consideration
based on the proposed changes.
4.2.2 Provide the following information on the project team:
a. A general description of the project team.
b. The legal name of each firm and the type of organization
(partnership, corporation, etc.) and where incorporated, if
applicable.
C. The address and telephone number of each firm.
d. A list of any of the Prime Consultant's contracts terminated
(partially or completely) by clients for convenience or default
within the past three years. Include contract value, description of
work, sponsoring organization, contract number, and the name and
telephone of the contracting entity.
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4.2.3 Describe the following to exhibit the team's ability to perform the tasks:
a. Most recent similar projects designed by the project team or the
Prime Consultant which will demonstrate the competence of the
team to perform the work. Include a project on which the principal
team members worked together, if possible. At least five (5)
projects should be described, if possible, to demonstrate adequate
experience. Each description shall include:
o The name of the client and a contact name, address, and
telephone number.
o The descriptions must include budget performance, and
schedule performance, and must clearly indicate the scope
of the Consultant's involvement in each project.
o The month and year the projects started and the month and
year they were completed.
o The total value of the services provided.
o The key personnel involved and the subconsultants
employed.
4.2.4 Sub - consultants should identify at least three (3) recent projects of a
similar nature as references. Give the following information on each
project:
a. The name and location of the project.
b. The estimated total value.
C. The year the project was started and completed.
d. The firm's project responsibilities.
e. The name, title, and telephone number of a contact person with the
client who is familiar with the project.
4.2.5 Provide a detailed description of the project team's proposed technical and
management approach to the project. Include the following information:
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a. A description of the project team's organization required to
conduct this project.
b. The team's identification of the critical project elements that may
arise during the term of the contract.
C. The team's approach to control cost, schedules, and quality.
4.2.6 Provide the following information on the project team's personnel:
a. The name, position, and a detailed resume, and proposed Project
Manager.
b. The name, position, resume, and proposed responsibilities for all
key personnel. Indicate their present assignments and their
availability. Include alternate personnel that would be used if the
persons identified as key personnel are not available at the time a
specific project arises.
C. Provide a team organization chart showing all key personnel.
4.2.7 Describe any special resources the project team may bring to the Project.
Elaborate on why the project team stands above the competition.
4.2.8 Describe proposed compensation and payment schedule.
5. PROPOSAL SUBMITTAL PROCEDURE
5.1 The proposal shall be submitted as one (1) original signed copy plus five (5)
photocopies.
5.2 All questions regarding the RFP shall be directed to:
Michelle Kenyon, City Attorney
McDonough, Holland, and Allen
(510) 273 -8780
mkenyon @mhalaw.com
5.3 The proposal shall be addressed to:
Angie Smith, Purchasing Agent
Finance Department
City of Rohnert Park
130 Avram Avenue
Rohnert Park, California 94928
5.4 Proposals will be accepted until 5:00 p.m. on September 16, 2009 at the City of
Rohnert Park, Administration, 130 Avram Avenue, Rohnert Park, CA 94928.
(No facsimiles will be accepted.)
6. CONSULTANT SELECTION PROCESS
6.1 The City's overall objective is the selection of a highly qualified Consultant to
perform the professional services necessary at a reasonable cost. Within this
overall objective, it is also the City's intent that:
6.1.1 The process be fair and open; and
6.1.2 The selection of the Consultant be based on clearly stated objective
criteria; and
6.1.3 Consultants responding to proposals are evaluated by a qualified
evaluation committee.
6.2 Selection Process and Evaluation Criteria
6.2.1 The Consultant selection process is broad phases:
a. The Request for Proposal (RFP) Phase is initiated when an RFP is
prepared and transmitted to Consultants who may be qualified to
provide the design services required. A copy of the RFP is sent to
each Consultant who may be interested in submitting a proposal.
b. The Selection Phase starts with the receipt of proposals from
interested Consultants. The City Council intends to review the
proposals and rank them based on the following criteria:
• Understanding of the work required by the City.
• Quality, clarity and responsiveness of the proposal.
• Demonstrated competence and professional qualifications
necessary for successfully performing the work required by
the City.
• Recent experience in successfully performing similar
services.
• Proposed approach in completing the work.
• References.
• Background and related experience of the specific
individuals to be assigned to this project.
• Proposed compensation, including travel expenses.
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Based on this review, the Council may invite finalists to make a
presentation at the October 13, 2009 regular Council meeting. All
firms submitting proposals will be notified in writing as to whether
they are or are not selected to make such a presentation.
As reflected above, contract award will not be based solely on price, but on a
combination of factors as determined to be in the best interest of the City. After
evaluating the proposals and discussing them further with the finalists or the
tentatively selected Consultant, the City reserves the right to further negotiate the
proposed work and /or method and amount of compensation.
6.3 The City reserves the right to reject any and all proposals and to terminate the
selection process at any time for any reason without liability to the City. This
RFP is not to be construed as a contract or commitment of any kind.
7. STANDARD AGREEMENT FOR SERVICES
This standard form, Agreement for Services, is an example of the form of contract that
the successful Consultant will be expected to execute (refer to paragraph 4.2. Le of this
RFP). This form is included as Attachment A to this RFP. The Consultant is reminded
that any proposed change to the Agreement for Services will be considered in
determining the firm's suitability for inclusion in the interview process.
ATTACHMENT A
AGREEMENT FOR PROFESSIONAL SERVICES
This Agreement is made and entered into on this day of ,
20 by and between the City of Rohnert Park, hereinafter, referred to as the "City," and
hereinafter referred to as the
"Consultant. "
and
WHEREAS, the City requires
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:
1. SCOPE OF WORK. Consultant shall perform those services described as Tasks
in the Scope of Work and Schedule of Performance attached as Exhibit "A" within the time
frames stated' therein.
2. COORDINATION. Consultant shall assign , 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 the Standard Hourly Rates and Charges attached as Exhibit "B,"
the total sum not to exceed $ . 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, u.nexhausted 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.
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4. TERM. 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, bills and payments sent by mail should be
addressed as follows:
TO CITY:
TO CONSULTANT:
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 the
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 of the 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
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delay or as otherwise agreed upon between the Consultant and the City. In such event,
compensation as set forth in the Scope of Work shall be subject to renegotiation upon written
demand of either parry 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 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. STANDARD OF 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.
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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 solicit or 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 resulting from the award or
making this 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.
19. 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 'fmancial interests.
20. MERGER. This Agreement shall constitute the entire Agreement between the
parties and shall supersede any previous agreements, whether verbal 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.
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4 JH- S:05-g (updated 021908 [EBrev2008- 12 -16])
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 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 to
pay, 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.
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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
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 ROHNERT PARK:
By: /
Name: (Date)
Title:
Per Resolution No. adopted by the Rohnert
Park City Council on
ATTEST:
City Clerk
CONSULTANT:
By:_
Name:
Title:
By:_
Name:
Title:
(Date)
(Date)
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APPROVED AS TO FORM:
City Attorney
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EXHIBIT "A"
SCOPE OF WORK
I.►o
SCHEDULE OF PERFORMANCE
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EXHIBIT "B"
STANDARD HOURLY RATES AND CHARGES
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EXHIBIT "C"
INSURANCE REQUIREMENTS
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EMINT C
INSURANCE REQUIREMENTS for Professional Services Consultant
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 01 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 I (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.
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
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, sub consultants 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
843801A 80078/0012
10 3H- S.05-g (updated 021909 [EBrev2008 42 -161}
in the state of California and with an AM Bests rating of A- or better and a minimum financial size VII.
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 rip for 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.
S. 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.defmition 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) that may'
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
843801v4 80078/0012 11 7H- S:05 -g (updated 021908 [Mrev2008 -12 -161}
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
cancellation imposes no obligation, or that any party 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 of the 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 hereunder 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
843801 v4 80078/0012 12 JH- S:05 -g (updated 021908 [EB=2008 -12 -16])
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 of the expiration of the coverages.
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.
843801v4 80078/0012 13 JH- S:05 -g (updated 021908 [EBrev2008- 12 -16])
CERTIFICATE OF INSURANCE
ISSUEDATEMMIDWY)
CITY OF ROHNERT PARK (the "City")
PRODUCER
THIS CERTIFICATE OF INSURANCE IS NOT AN INSURANCE POLICY AND DOES NOT
AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES
BELOW.
BESTS
COMPANIES RATING
COMPANY
LE TER A
COMPANY
LETTER B
INSURED
COMPANY
LETTER C
COMPANY
LETTER D
COMPANY
LETTER E
THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY
REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY
THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL TERMS, EXCLUSIONS AND OONDITONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVEN BEEN REDUCED BY PAID CLAIMS.
LTR
TYPEOFINSURANCE
POLICY NUMBER
POLICYEFFECTIVE
DATE (MM/DD/YY)
POUCYEXPIRAMN
DATE (MMIDO/Yy)
- ALL LIMITS IN THOUSANDS
GENERAL AGGREGATE
$
GENERAL LIABILITY
❑ COMMERCIAL GENERAL LIABILITY
-
PRODUCTSCOMP/OPS AGGREGATE
$
PERSONAL & ADVERTISING INJURY
$
D CLAIMS MADE 13 OCCUR.
❑ OWNER'S&CONTRACTOR'S PROT.
-
EACH OCCURRENCE
$
O OTHER
FIRE DAMAGE (Any one fire)
$
MEDICAL ExPENSE (Any one person)
II
AUTOMOBILE UABILITY
COMBINED
❑ ANY AUTO
-
SINGLE LIMIT
$
O ALLOWNEDAUTOS
BODILY INJURY
0 SCHEDULEDAUTOS
(Pepe—)
$
0 HIRED AUTOS
0 NON- OWNEDAUTOS
BODILY
BODILY INJURY
❑ GARAGE LIABILITY
y
PROPERTY DAMAGE
$
EXCESS LIABILITY
D UMBRELLA
EACH OCCURRENCE
$
D OTHER THAN UMBRELLA FORM
AGGREGATE
$
0 WORI(ER'S COMPENSATION
STATUTORY
EACH ACCIDENT
$
AND
EMPLOYERS LIABILITY
DISEASE - POLICY LIMIT
$
DISEASE -EACH EMPLOYEE
$
PROPERTY INSURANCE
D COURSE OFCONS7RUCTION AMOUNT OF INSURANCE
$
DESCRIPTION OF OPERATIONSILOCATIONSA/ EHICLESIRESTRICTIONSISPECIAUTEMS
THE FOLLOWING PROVISIONS APPLY:
1. None of the above - described policies will be canceled until after 30 days' written notice has been given to the City at the address indicated below.
2. The City of Rohnert Park, its officers, elected officials, employees, agents and volunteers are added as insureds on all liability insurance policies listed above.
3. It is agreed that any insurance or self-insurance maintained by the City will apply in excess of and not contribute With, the insurance described above.
4. The City is named a loss payee on the property insurance policies described above, if any.
5. All rights of subrogation under the property insurance policy listed above have been waived against the City.
6. The workers' compensation insurer named above, if any, agrees to waive all rights to subrogation against the City for injuries to employees of the insured resulting
from work for the City or use of the City's premises or facilities_
CERTIFICATE HOLDERIADDITIONAL INSURED
AUTHORIZED REPRESENTATIVE
CITY OF ROHNERT PARK
SIGNATURE
130 AVRAM AVENUE
ROHNERT PARK, CA 94928
TITLE
PHONE NO.
Rev 11/08
INSURER ISO FORM CG 20 10 11 85 (MODIFIED)
POLICY NO: COMMERCIAL GENERAL LIABILITY
ENDORSEMENT NO:
THIS ENDORSEMENT CHANGES THE POLICY, PLEASE READ IT CAREFULLY
ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS
This endorsement modifies insurance provided under the following:
COMMERCIAL GENERAL LIABILITY COVERAGE PART.
SCHEDULE
Name of Organization:
The City of Rohnert Park, its officers, elected officials, employees and volunteers are named as
additional insured.
(If no entry appears above, the information required to complete this endorsement will be shown in the
Declarations as applicable to this endorsement).
WHO IS INSURED (Section II) is amended to include as an insured the person or organization shown in
the Schedule but only with respect to liability arising out of "your work" performed for that insured.
1. The additional insured scheduled above includes the additional insured's elected or appointed officers, officials,)
employees and volunteers.
2. This insurance shall be primary as respects the additional insured shown in the schedule above, or if excess,
shall stand in an unbroken chain of coverage. excess of the Named Additional Insured's scheduled underlying
primary coverage. In either event, any other insurance maintained by the Additional Insured scheduled above
shall be in. excess of this insurance and shall not be called upon to contribute with it.
3. The insurance afforded by this policy shall not be canceled except after thirty (30) days prior written notice by
certified mail, return receipt requested, has been given to the Additional insured Entity.
4. Coverage shall not extend to any indemnity coverage for the active negligence of the additional insured in any
case where an agreement to indemnify the additional insured would be invalid under Subdivision (b) of Section
2782 of the Civil Code.
Signature - Authorized Representative
Address
CG 20 10 11 85 Insurance Services Office, Inc. Form (Modified)
SUBMIT IN DUPLICATE
AUTOMOBILE LIABILITY SPECIAL ENDORSEMENT
ENDORSEMENTNQ
ISSUE OATE(MMID13M)
FOR CITY OF ROHNERT PARK (the "City ")
PRODUCER
POLICY INFORM* ATION:
Insurance Company.
Policy No.:
Policy Period: (from) (to)
_
LOSS ADJUSTMENT EXPENSED Included in Limits
❑ In Addition to Limits
Telephone.
0 Deductible 0 Selffnaured Retention (check which) of $
NAMED INSURED
APPLICABILITY. This insurance pertains to the operation andror tenancy of the named
insured under all written agreements and permits in force with the City unless checked hereto in
which case only the following specific agreements and permits with the City are covered:
CITY AGREEMENTSIPERMITS
TYPE OF INSURANCE
OTHER PROVISIONS
❑ COMMERi;IAL AUTO POLICY
❑ BUSINESS AUTO POLICY
❑ OTHER
LIMIT OF LIABILITY CLAIMS: Underwriter's representative for claims pursuant to this insurance.
Name:
$ per accident, for bodilyinjtay and property damage.
Address:
Telephone: f 1
In consideration of the premium charged and notwithstanding an inconsistent statement in the policy to which this endorsement is attached or any endorsement now or
hereafter attached thereto, it is agreed as follows:
1_ INSURED. The City of Rohnert Park, Its officers, elected offtclais, employees, agents and volunteers are included as insureds with regard to damages and defense of
claims arising from: the ownership, operation, maintenance, use, loading or unloading of any auto owned, leased, hired
or borrowed by the Named insured, or for
which the Named Insured is responsible.
2. CONTRIBUTION NOT REQUIRED. As respects work performed by the Named Insured for or on behaff of the City, the insurance afforded by this policy shall: (a) be
insurance
primary as respects the City, its officers, officials, employees or volunteers; or (b) stand in an unbroken chain of coverage excess of the Named Insured's
primary coverage. Any insurance or self - insurance maintained by the City, its
officers, officials, employees and volunteers shall be excess of the Named Insured's
insurance and not contribute with it,
3. CANCELLATION NOTICE. With respect to the interests of the City, this insurance shall not be cancelled, except after thirty 30) days prior written notice by receipted
delivery has been given to the City.
4, SCOPE OF COVERAGE. This policy affords coverage at least as broad as:
(1) If primary, Insurance Services Office form number CA0001 (Ed. 1/87), Code 1 ( "any autd ); or
(2) If excess, affords coverage which is at least as broad as the primary insurance forms referenced in the preceding section (1).
Except as stated above nothing herein shall be held to waive, alter or extend any of the limits, conditions, agreements or exclusions of the policy to which this endorsement
is attached.
ENDORSEMENT HOLDER
CITY
AUTHORIZED tai Broker/Agent to Underwriter v�
REPRESENTATIVE
CITY OF ROHNERT PARK
i (prinUtype name), warrant that I have
authority to bind the above - mentioned insurance company and by my
130 AVRAM AVENUE
signature hereon do so bind this company to this endorsement.
ROHNERT PARK, CA 94928
Signature
(original signature required)
Telephone: ( ) Date signed:
Exhibit 3
SUBMIT IN DUPLICATE
WORKERS' COMPENSATION AND EMPLOYER'S LIABILITY
ENDORSEMENT NO.
ISSUE DATE(MwOW")
SPECIAL ENDORSEMENT
FOR CITY OF ROHNERT PARK (the "City ")
PRODUCER
POLICY INFORMATION:
tnsumrIce company.
Policy No.:
Policy Period: (from) (to)
OTHER PROVISIONS
Telephone
NAMEDINSURED
CLAIMS: underwriters representative for claims pursuant to this Insurance.
EMPLOYERS LIABILITY LIMITS
Name:
$ (Each Accident)
S (Disease - Policy Limit)
S (Disease- Each Employee)
Address:
Telephone:
In consideration of the premium charged and notwithstanding an inconsistent statement in. the policy to which this endorsement is attached or any endorsement now or
hereafter attached thereto, it is agreed as follows:
9. CANCEI.i.ATION NOTICE_ This insurance shall not be cancelled, except afterthirty (30) days prior written notice by receipted delivery has been given to the City.
2. WAIVER OF SUBROGATION. This insurance Company agrees to waive all rights of subrogation against the City, its officers, 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.
Except as stated above nothing herein shag be held to waive, alter or extend any of the limits, conditions, agreements or exdusions of the policy to which this endorsement
Is attached.
ENDORSEMENT HOLDER
CITY
AUTHORIZED ''a Broker /Agent a Underwriter e
REPRESENTATIVE
CITY OF ROHNERT PARK
I (print/type name), warrant that i have
authority to bind the above - mentioned insurance company and by my
430 "RAM AVENUE
signature hereon do so bind this company to this endorsement.
ROHNERT PARK, CA 94928
Signature
(original signature required)
Telephone_ ( ) Date signed: