2011/07/26 City Council Resolution 2011-62RESOLUTION NO. 2011-62
A RESOLUTION OF THE COUNCIL OF THE
CITY OF ROHNERT PARK
AUTHORIZING AND APPROVING MASTER
DESIGN PROFESSIONAL AGREEMENT FOR
CIVIL ENGINEERING SERVICES
WITH BAECHTEL HUDIS, INC.
WHEREAS, the City desires general civil engineering services, general city
planning services, development review services, design services and construction
management services related to capital projects and studies; and
WHEREAS, Baechtel Hudis, Inc., is qualified to provide such services.
NOW, THEREFORE, be it resolved by the City Council of the City of Rohnert
Park that it does hereby authorize and approve an agreement by and between Baechtel
Hudis, Inc., a California Corporation, and the City of Rohnert Park, a municipal
corporation, for general civil engineering design.
BE IT FURTHER RESOLVED that the City Manager is hereby authorized and
directed to execute this agreement in substantially similar form to the agreement, attached
hereto and incorporated in as Exhibit A, for and on behalf of the City of Rohnert Park,
subject to the approvbal of the City Attorney.
DULY AND REGULARLY ADOPTED this 26th day of July, 2011.
ATTEST:
City
A . P9
CITY OF ROHNERT PARK
ALIFORTW'
AHANOTU: AYE CALLINAN: AYE MAC NZIE: AYE STAFFORD: AYE BELFORTE: AYE
AYES: (5) NOES: (0) ABSENT: (0) ABSTAIN: (0)
City of Rohnert Park
130 Avram Ave.
Rohnert Park, CA 94928
MASTER AGREEMENT WITH BAECHTEL HUDIS, INC.,
FOR DESIGN PROFESSIONAL SERVICES
THIS AGREEMENT is entered into as of the day of , 2011, by and
between the CITY OF ROHNERT PARK ( "City "), a California municipal corporation, and
BAECHTEL HUDIS, INC., ( "Design Professional "), a California corporation ".
Recitals
WHEREAS, City desires to obtain design professional services on an as- needed basis;
WHEREAS, Design Professional hereby represents to City that Design Professional is
skilled and able to provide such services described in Section l of this Agreement; and
WHEREAS, City desires to retain Design Professional pursuant to this Agreement to
provide the services described in Section 1 of this Agreement.
Agreement
NOW, THEREFORE, IN CONSIDERATION OF THEIR MUTUAL COVENANTS,
THE PARTIES HERETO AGREE AS FOLLOWS:
1. Scope of Services. Subject to such policy direction and approvals as City may
determine from time to time, Design Professional shall perform the services set out in the "Scope
of Services" ( "Services ") attached hereto as Exhibit A. Additional work for specific projects
may be authorized by separate "Task Order" in accordance with the terms of this Agreement.
Design Professional's place of work is at 2360 Professional Drive, Santa Rosa, CA 95403- 3021.
2. Time of Performance. The term of this Agreement shall be from the date of its
execution until December 31, 2015, unless earlier terminated in accordance with Section 18, and
may be extended for successive one -year term(s) upon mutual, written approval by the City
Manager and /or his /her designee and Design Professional.
A. Work authorized by a separate Task Order as contemplated by this
Agreement shall be subject to the Schedule of Performance set forth in the Task Order..
B. The services of Design Professional are to commence upon receipt of a
written notice to proceed from City, but in no event prior to receiving a fully executed
Agreement /Task Order from City and obtaining and delivering the required insurance coverage,
and satisfactory evidence thereof, to City. Any changes to the dates in this Section or in the Task
Order must be approved in writing by City.
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3. Compensation and Method of Payment.
A. Compensation. The compensation to be paid to Design Professional,
including both payment for professional services and reimbursable expenses, shall be at the rate
and schedules attached hereto as Exhibit B. However, in no event shall the total amount City
pays Design Professional exceed Forty -five Thousand Dollars ($45,000). Work authorized by a
separate Task Order as contemplated by this Agreement shall be subject to the Compensation set
forth in the Task Order. Payment by City under this Agreement shall not be deemed a waiver of
unsatisfactory work, even if such defects were known to City at the time of payment.
B. Timing of Payment.
(1) Design Professional shall submit itemized monthly invoices for
work performed. City shall make payment, in full, within thirty
(30) days after approval of the invoice by City.
(2) Payments due and payable to Design Professional for current
services must be 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
Design Professional 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.
C. Changes in Compensation. Design Professional will not undertake any
work that will incur costs in excess of the amount set forth in Section 3(A) without prior written
amendment to this Agreement.
D. Standard of Quality. City relies upon the professional ability of Design
Professional as a material inducement to entering into this Agreement. All work performed by
Design Professional under this Agreement shall be in accordance with all applicable legal
requirements and shall meet the standard of quality ordinarily to be expected of competent
professionals in Design Professional's field of expertise.
E. Taxes. Design Professional shall pay all taxes, assessments and premiums
under the federal Social Security Act, any applicable unemployment insurance contributions,
Workers Compensation insurance premiums, sales taxes, use taxes, personal property taxes, or
other taxes or assessments now or hereafter in effect and payable by reason of or in connection
with the services to be performed by Design Professional.
F. No Overtime or Premium Pay. Design Professional shall receive no
premium or enhanced pay for work normally understood as overtime, ,i.e., hours that exceed forty
(40) hours per work week, or work performed during non - standard business.hours, such as in the
evenings or on weekends, unless specifically required by the applicable task order and authorized
by City in writing. Design Professional shall not receive a premium or enhanced pay for work
performed on a recognized holiday. Design Professional shall not receive paid time off for days
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not worked, whether it be in the form of sick leave, administrative leave, or for any other form of
absence.
4. Amendment to Task Order and /or Scope of Services. City shall have the right to
amend the Task Order and /or Scope of Services within the Agreement by written notification to
the Design Professional. 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
Design Professional 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.
5. Duties of City. City shall provide all information requested by Design .
Professional that is reasonably necessary to performing the Scope of Work. City retains all
rights of approval and discretion with respect to the projects and undertakings contemplated by
this Agreement.
6. Ownership of Documents.
A. The plans, specifications, estimates, programs, reports, models, and other
material prepared by or on behalf of Design Professional under this Agreement including all
drafts and working documents, and including electronic and paper forms (collectively the
"Documents "), shall be and remain the property of City, whether the Services are completed or
not. Design Professional shall deliver all Documents to City upon (1) the completion of the
Services, (2) the date of termination of this Agreement for any reason, (3) request by City in
writing, or (4) payment of all monies due to Design Professional.
B. The Documents may be used by City and its officers, elected officials,
employees, agents, and volunteers, and assigns, in whole or in part, or in modified form, for all
purposes City may deem advisable without further employment of or payment of any
compensation to Design Professional. If City desires to modify Documents before using them,
City shall obtain written consent from Design Professional for any such modification, and such
consent shall not unreasonably be withheld.. If City modifies Documents without obtaining
written consent from Design Professional, Design Professional shall not be liable to City for any
damages resulting from use of such modified Documents, provided that the Design Professional
was not a proximate cause of such damages.
C. Design Professional retains the copyright in and to the intellectual
property depicted in the Documents subject to Design Professional's limitations and City's rights
and licenses set forth in this Agreement. City's ownership interest in the Documents includes the
following single, exclusive license from Design Professional: Design Professional, for itself, its
employees, heirs, successors and assigns, hereby grants (and if any subsequent grant is
necessary, agrees to grant) to City an irrevocable, perpetual, royalty -free, fully paid, sole and
,exclusive license and right to use and exercise any and all of the copyrights or other intellectual
property rights that Design Professional may author or create, alone or jointly with others, in or
with respect to the Documents, including without limitation all analysis, reports, designs and
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graphic representations. City's license shall include the right to sublicense, shall be for all
purposes with respect to each right of copyright, and shall be without restriction.
D. Design Professional shall include language that is consistent with this
Section 6 in all subcontracts and agreements that Design Professional negotiates with respect to
the Services.
E. All reports, information, data, and exhibits prepared or assembled by
Design Professional in connection with the performance of its Services pursuant to this
Agreement are confidential until released by City to the public, and the Design Professional shall
not make any of these documents or information available to any individual or organization not
employed by the Design Professional or City without the written consent of City before any such
release. This provision shall not apply to information that (1) is already in the public domain,
(2) was previously known by Design Professional, (3) Design Professional is required to provide
by law, or (4) reasonably required by Design Professional to conduct its defense in a legal or
similar proceeding, so long as Design Professional notifies City in writing before use of such
information.
7. Employment of Other Design Professionals, Specialists or Experts.
A. Design Professional will not employ or otherwise incur an obligation to
pay other consultants, specialists or experts for.services in connection with this Agreement
without the prior written approval of City. Any consultants, specialists or experts approved by
City are listed in Exhibit D.
B. Design Professional represents that it has, or will secure at its own
expense, all personnel required in performing the Services. All of the Services required
hereunder will be performed by the Design Professional or under Design Professional's
supervision, and all personnel engaged in the work shall be qualified to perform such services.
C. Design Professional shall make every reasonable effort to maintain
stability and continuity of Design Professional's key personnel assigned to perform the Services.
Key personnel for this contract are listed in Exhibit D.
D. Design Professional shall provide City with a minimum twenty (20) days
prior written notice of any changes in Design Professional's Key Personnel, provided that Design
Professional receives such notice, and shall not replace any Key Personnel with anyone to whom
City has a reasonable objection.
E. Design Professional will not utilize subconsultants other than those listed
in Exhibit D without advance written notice to. City. Design Professional will not utilize a
subconsultant to whom. City has a reasonable.objection. Subconsultants providing professional
services will provide professional liability insurance as required in Exhibit C unless City waives
this requirement, in writing.
8. Conflict of Interest.
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A. Design Professional understands that its professional responsibility is.
solely to City. Design Professional warrants that it presently has no interest, and will not acquire
any direct or indirect interest, that would conflict with its performance of this Agreement.
Design Professional shall not knowingly, and shall take reasonable steps to ensure that it does
not; employ a person having such an interest in the performance of this Agreement. If Design
Professional discovers that it has employed a person with a direct or indirect interest that would
conflict with its performance of this Agreement, Design Professional shall promptly disclose the
relationship to City and take such action as City may direct to remedy the conflict.
B. Design Professional (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 Design Professional's Services hereunder. Design
Professional 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.
C. Design Professional is not a designated employee within the meaning of
the Political Reform Act because Design Professional:
(1) Will conduct research and arrive at conclusions with respect to
his /her rendition of information, advice, recommendation or counsel independent of the control
and direction of City or of any City official other than normal contract monitoring; and
(2) Possesses no authority with respect to any City decision beyond
the rendition of information, advice, recommendation or counsel (FPPC Reg. 18700(a)(2)).
9. Interest of Members and Employees of City. No member of City and no other
officer, elected official, employee, agent or volunteer of City who exercises any functions or
responsibilities in connection with the carrying out of any project to which this Agreement
pertains, shall have any personal interest, direct or indirect, in this Agreement, nor shall any such
person participate in any decision relating to this Agreement which affects its personal interests
or the interest of any corporation, partnership or association in which he /she is directly or
indirectly interested.
10. Liability of Members and Employees of City. No member of City and no other
officer, elected official, employee, agent or volunteer of City shall be personally liable to Design
Professional or otherwise in the event of any default or breach of City, or for any amount which
may become due to Design Professional or any successor in interest, or for any obligations
directly or indirectly incurred under the terms of this Agreement.
11. Indemnitv.
A. To the fullest extent permitted by law (including, without limitation,
California Civil Code Sections 2782 and 2782.8), Design Professional shall defend (with legal
counsel reasonably acceptable to City), indemnify, and hold harmless City and its officers,
elected officials, employees, agents, and volunteers (collectively "Indemnitees ") from and
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against any and all claims, loss, cost, damage, injury (including, without limitation, injury to or
death of an employee of Design Professional or its subconsultants), expense and liability of
every kind, nature and description (including, without limitation, fines, penalties, reasonable
court costs and reasonable attorneys' fees, litigation expenses and fees of expert consultants or
expert witnesses incurred in connection therewith, and costs of investigation), that arise out of,
pertain to, or relate to the negligence, recklessness, or willful misconduct of Design Professional,
any subconsultant, anyone directly or indirectly employed by them, or anyone that they control
(collectively "Liabilities "). Such negligence, recklessness, or willful misconduct includes
without limitation the failure of Design Professional to disclose information known by Design
Professional to be material to performing the Services. Such obligations to defend, hold
harmless and indemnify any Indemnitee shall not apply to the extent that such Liabilities are
caused by the negligence, active negligence, or willful misconduct of such Indemnitee.
Notwithstanding any provision of this Agreement to the contrary, the extent of Design
Professional's obligation to defend, indemnify, and hold harmless shall be governed by the
provisions of California Civil Code Section 2782.8.
B. Neither termination of this Agreement nor completion of the Services shall
release Design Professional from its obligations under this Section 11, as long as the event giving
rise to the claim, loss, cost, damage, injury, expense or liability occurred prior to the effective
date of any such termination or completion_
C. Design Professional agrees to obtain executed indemnity agreements with
provisions identical to those set forth in this section from each and every subconsultant or any
other person or entity involved by, for, with or on behalf of Design Professional in the
performance of this Agreement. If Design Professional fails to obtain such indemnity
obligations from others as required, Design Professional shall be fully responsible for all
obligations under this Section. City's failure to monitor compliance with this requirement
imposes no additional obligations on City and will in no way act as a waiver of any rights
hereunder. The obligation to indemnify and defend City as set forth herein is binding on the
successors, assigns or heirs of Design Professional and shall survive the termination of this
Agreement or this section.
D. Design Professional's compliance with the insurance requirements does
not relieve Design Professional from the obligations described in this Section 11, which shall
apply whether or not such insurance policies are applicable to a claim or damages.
12. Independent Contractor. It is understood that Design Professional, in the
performance of the work and services agreed to be performed by Design Professional, shall act
as and be an independent contractor as defined in Labor Code. 3353 and not an agent or
employee of City; and as an independent contractor, Design Professional shall obtain no rights to
retirement benefits or other benefits which accrue to City's employees, and Design Professional
hereby expressly waives any claim it may have to any such rights. Design Professional, its
officers, employees and agents shall not have any power to bind or commit City to any decision.
13. Compliance with Laws.
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A. General. Design Professional shall (and shall cause its agents and
subcontractors), at its sole cost and expense, comply with all applicable federal, state and local
laws, codes, ordinances and regulations now in force or which may hereafter be in force during
the term of this Agreement. Any corrections to Design Professional's reports or other
Documents (as defined in Section 6) that become necessary as a result of Design Professional's
failure to comply with these requirements shall be made at the Design Professional's expense.
B. Updates. Should Design Professional become aware that the requirements
referenced in subparagraph A above change after the date of a report or other Document is
prepared, Design Professional shall be responsible for notifying City of such change in
requirements. Design Professional will bring the Documents into conformance with the newly
issued requirements at the written direction of City. Design Professional's costs for providing
services pursuant to this paragraph shall be submitted to City as Additional Services.
C. Licenses and Permits. Design Professional represents that it has the skills,
expertise, licenses and permits necessary to perform the Services. Design Professional shall
perform all such Services in the manner and according to the standards observed by a competent
practitioner of the same profession in which Design Professional is engaged. All products of
whatsoever nature which Design Professional delivers to City pursuant to this Agreement shall
conform to the standards of quality normally observed by a person practicing in Design
Professional's profession. Permits and /or licenses shall be obtained and maintained by Design
Professional without additional compensation throughout the term of this Agreement. Except as
otherwise allowed by City in its sole discretion, Design Professional and all subconsultants shall
have acquired, at their expense, a business license from City in accordance with Chapter 5.04 of
the Rohnert Park Municipal Code, prior to City's issuance of an authorization to proceed with the
Services. Such license(s) must be kept valid throughout the term of this Agreement.
D. Documents Stamped: Design Professional shall have documents created
as part of the Services to be performed under this Agreement stamped by registered professionals
for the disciplines covered by Design Professional's Documents as required by Section 6735 of
the Business and Professionals Code or any other applicable law or regulation. Design
Professional shall not be required to stamp any documents not prepared under its direct
supervision. The City will not be charged an additional fee to have such documents stamped.
E. Workers' Compensation. Design Professional certifies that it is aware of
the provisions of the California Labor Code which require every employee to be insured against
liability for workers' compensation or to undertake self - insurance in accordance with the
provisions of that Code, and Design Professional certifies that it will comply with such
provisions before commencing performance of this Agreement.
F. Prevailing Wage. Design Professional and Design Professional's sub -
consultants, shall, to the extent required by the California Labor Code, pay not less than the latest
prevailing wage rates to workers and professionals as determined by the Director of Industrial
Relations of the State of California.pursuant to California Labor Code, Part 7, Chapter 1, Article
2. Copies of the applicable wage determination are on file at City Clerk's office. This provision
to comply with prevailing wage laws takes precedence over the provisions of paragraph 3.F.
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G. Injury and Illness Prevention Program. Design Professional certifies that
it is aware of and has complied with the provisions of California Labor Code Section 6401.7,
which requires every employer to adopt a written injury and illness prevention program.
H. City Not Responsible. City is not responsible or liable for Design
Professional's failure to comply with any and all of the requirements set forth in this Agreement.
14. Nonexclusive Agreement. Design Professional understands that this is not an
exclusive Agreement and that City shall have the right to negotiate with and enter into contracts
with others providing the same or similar services as those provided by Design Professional as
City desires.
15. Confidential Information. All data, documents, discussions or other information
developed or received by or for Design Professional in performance of this Agreement are
confidential and not to be disclosed to any person except as authorized by City, as required by
law, or as otherwise allowed by this Agreement.
16. Insurance. Design Professional shall provide insurance in accordance with the
requirements of Exhibit C.
17. Assignment Prohibited. Design Professional shall not assign any of its rights nor
transfer any of its obligations under this Agreement without the prior written consent of City and
any attempt to so assign or so transfer without such consent shall be void and without legal effect
and shall constitute grounds for termination.
18. Termination.
A. If Design Professional at any time refuses or neglects to prosecute its
Services in a timely fashion or in accordance with the schedule, or is adjudicated a bankrupt, or
commits any act of insolvency, or makes an assignment for the benefit of creditors without City's
consent, or fails to make prompt payment to persons furnishing labor, equipment, materials or
services, or fails in•any respect to properly and diligently prosecute its Services, or otherwise
fails to perform fully any and all of the agreements herein contained, Design .Professional shall
be in default.
B. If Design Professional fails to cure the default within seven (7) days after
written notice thereof, City may, at its sole option, take possession of any Documents or other
materials (in paper and electronic form) prepared or used by Design Professional and (1)
complete any such work, labor, materials or services as may be necessary to overcome the
default and deduct the cost thereof from any money then due or thereafter to become due to
Design Professional under this Agreement; and /or (2) terminate Design Professional's right to
proceed with this Agreement.
C. In the event City elects to terminate, City shall have the right to immediate
possession of all Documents and work in progress prepared by Design Professional, whether
located at Design Professional's place of business, or at the offices of a subconsultant, and may
employ any other person or persons to finish the Services and provide the materials therefor. In
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case of such default termination, Design Professional shall not be entitled to receive any further
payment under this Agreement until the Services are completely finished.
D. In addition to the foregoing right to terminate for default, City reserves the
absolute right to terminate this Agreement without cause, upon 72- hours' written notice to
Design Professional ( "Termination for Convenience "). In the event of a Termination for
Convenience, Design Professional shall be entitled to payment in an amount that shall be
calculated as follows: (1) payment for Services then satisfactorily completed and accepted by
City, plus (2) reimbursable expenses actually incurred by Design Professional, as approved by
City. The amount of any payment made to Design Professional prior to the date of termination
of this Agreement shall be deducted from the amounts described in (1) and (2) above. Design
Professional shall not be entitled to any claim or lien against City for any additional
compensation or damages in the event of such termination and payment. In addition, City's right
to withhold funds under Section B.C. shall be applicable in the event of a termination for
convenience.
E. If this Agreement is terminated by City for default and it is later
determined that the default -termination was wrongful, such termination automatically shall be
converted to and treated as a Termination for Convenience under this Section 18 and Design
Professional shall be entitled to receive only the amounts payable under Section 18.D.
19. Suspension. The City shall have the authority to suspend this Agreement and the
services contemplated herein, wholly or in part, for such period as he /she deems necessary due to
unfavorable conditions or to the failure on the part of the Design Professional to perform any
provision of this Agreement. Design Professional will be paid for satisfactory Services
performed through the date of temporary suspension. In the event that Design Professional's
Services hereunder are delayed for a period in excess of six (6) months due to causes beyond
Design Professional's reasonable control, Design Professional's compensation shall be subject to
renegotiation.
20. Entire Agreement and Amendment. This Agreement constitutes the complete and
exclusive statement of the agreement between City and Design Professional and supersedes any
previous agreements, whether verbal or written, concerning the same subject matter. This
Agreement may only be amended or extended from time to time by written agreement of the
parties hereto.
21. Interpretation. This Agreement shall be interpreted as though it was 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.
22. Litigation Support. Design Professional agrees to testify at City's request if
litigation is brought against City in connection with Design Professional's Services. Unless the
action is brought by Design Professional or is based upon Design Professional's negligence, City
will compensate Design Professional for the preparation and the testimony at Design
Professional's standard hourly rates, if requested by City and not part of the litigation brought by
City against Design Professional.
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23. Litigation Costs. If either party becomes involved in litigation arising out of this
Agreement or the performance thereof, the court in such litigation shall award reasonable costs
and expenses, including attorneys' fees, to the prevailing party. In awarding attorneys' fees, the
court will not be bound by any court fee schedule, but shall, if it is in the interest of justice to do
so, award the full amount of costs, expenses, and attorneys' fees paid or incurred in good faith.
24. Time of the Essence. Time is of the essence of this Agreement.
25. Written Notification. Any notice, demand, request, consent, approval or
communication that either party desires or is required to give to the other party shall be in
writing and either served personally or sent by prepaid, first class mail. Any such notice,
demand, etc. shall be addressed to the other party at the address set forth hereinbelow. Either
party may change its address by notifying the other party of the change of address. Notice shall
be deemed communicated within 48 hours from the time of mailing if mailed as provided in this
section.
If to City: City Engineer
City of Rohnert Park -City Hall
130 Avram Avenue, Second Floor
Rohnert Park, CA 94928
If to Design Professional: Baechtel Hudis, Inc.
Attn: Gary Garfield
2360 Professional Drive
Santa Rosa, CA 95403 -3021
26. Design Professional's Books and Records.
A. Design Professional shall maintain any and all ledgers, books of account,
invoices, vouchers, canceled checks, and other records or documents evidencing or relating to
charges for services, or expenditures and disbursements charged to City for a minimum period of
three (3) years, or for any longer period required by law, from the date of final payment to
Design Professional.
B. Design Professional shall maintain all documents and records which
demonstrate performance under this Agreement for a minimum period of three (3) years, or for
any longer period required by law, from the date of termination or completion of this Agreement.
C. Any records or documents required to be maintained pursuant to this
Agreement shall be made available for inspection or audit, at any time during regular business
hours, upon written request by the City Attorney, City Auditor, City Manager, or a designated
representative of any of these officers. Copies of such documents shall be provided to City for
inspection when it is practical to do so. Otherwise, unless an alternative is mutually agreed
upon, the records shall be available at Design Professional's address indicated for receipt of
notices in this Agreement.
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D. City may, by written request by any of the above -named officers, require
that custody of the records be given to City and that the records and documents be maintained in
the City Manager's office. Access to such records and documents shall be granted to any party
authorized by Design Professional, Design Professional's representatives, or Design
Professional's successor -in- interest.
E. Pursuant to California Government Code Section 10527, the parties to this
Agreement shall be subject to the examination and audit of representative of the Auditor General
of the State of California for a period of three (3) years after final payment under the Agreement.
The examination and audit shall be confined to those matters connected with the performance of
this Agreement including, but not limited to, the cost of administering the Agreement.
27. Equal Employment Opportunity. Design Professional is an equal opportunity
employer and agrees to comply with all applicable state and federal regulations governing equal
employment opportunity. Design Professional will not discriminate against any employee or
applicant for employment because of race, age, sex, creed, color, sexual orientation, marital
status or national origin. Design Professional will take affirmative action to ensure that
applicants are treated during such employment without regard to race, age, sex, creed, color,
sexual orientation, marital status or national origin. Such action shall include, but shall not be
limited to, the following: employment, upgrading, demotion or transfer; recruitment or
recruitment advertising; lay -offs or termination; rates of pay or other forms of compensation; and
selection for training, including apprenticeship. Design Professional further agrees to post in
conspicuous places, available to employees and applicants for employment, notices setting forth
the provisions of this nondiscrimination clause.
28. Unauthorized Aliens. Design Professional hereby promises and agrees to comply
with all the provisions of the Federal Immigration and Nationality Act, 8 U.S.C.A. § 1101, et
seq., as amended, and in connection therewith, shall not employ unauthorized aliens as defined
therein. Should Design Professional so employ such unauthorized aliens for performance of
work and /or services covered by this Agreement, and should any liability or sanctions be
imposed against City for such use of unauthorized aliens, Design Professional hereby agrees to
and shall reimburse City for the cost of all such liabilities or sanctions imposed, together with
any and all costs, including attorneys' fees, incurred by City.
29. Section Headings. The headings of the several sections, and any table of contents
appended hereto, shall be solely for convenience of reference and shall not affect the meaning,
construction or effect hereof.
30. City Not Obligated to Third Parties. City shall not be obligated or liable for
payment hereunder to any party other than the Design Professional.
31. Remedies Not Exclusive. No remedy herein conferred upon or reserved to City is
intended to be exclusive of any other remedy or remedies, and each and every such remedy, to
the extent permitted by law, shall be cumulative and in addition to any other remedy given
hereunder or now or hereafter existing at law or in equity or otherwise.
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32. Severability. If any one or more of the provisions contained herein shall for any
reason be held to be invalid, illegal or unenforceable in any respect, then such provision or
provisions shall be deemed severable from the remaining provisions hereof, and such invalidity,
illegality or unenforceability shall not affect any other provision hereof, and this Agreement shall
be construed as if such invalid, illegal or unenforceable provision had not been contained herein.
33. No Waiver Of Default. No delay or omission of City to exercise any right or
power arising upon the occurrence of any event of default shall impair any such right or power or
shall be construed to be a waiver of any such default of an acquiescence therein; and every
power and remedy given by this Agreement to City shall be exercised from time to time and as
often as may be deemed expedient in the sole discretion of City.
34. Successors And Assi ns. All representations, covenants and warranties set forth
in this Agreement, by or on behalf of, or for the benefit of any or all of the parties hereto, shall be
binding upon and inure to the benefit of such party, its successors and assigns.
35. Exhibits. The following exhibits are attached to this Agreement and incorporated
herein by this reference:
A. I Exhibit A: Scope of Services
B. Exhibit B: Compensation — Rates and Schedules
C. Exhibit C: Insurance Requirements
D. Exhibit D: Key Personnel and Other Consultants, Specialists or
Experts Employed by Design Professional
36. 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.
37. News Releases /Interviews. All Design Professional and subconsultant news
releases, media interviews, testimony at hearings and public comment shall be prohibited unless
expressly authorized by City.
38. Venue. In the event that suit shall be brought by either party hereunder, the
parties agree that trial of such action shall be held exclusively in a state court in the County of
Sonoma, California.
39. Authority. All parties to this Agreement warrant and represent that they have the
power and authority to enter into this Agreement in the names, titles, and capacities herein stated
and on behalf of any entities, persons, or firms represented or purported to be represented by
such entity(ies), person(s), or firm(s) and that all formal requirements necessary or required by
any state and /or federal law in order to enter into this Agreement have been fully complied with.
Furthermore, by entering into this Agreement, Design Professional hereby warrants that it shall
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not have breached the terms or conditions of any other contract or agreement to which Design
Professional is obligated, which breach would have a material effect hereon.
IN WITNESS WHEREOF, City and Design Professional have executed this
Agreement as of the date first above written.
CITY OF ROHNERT PARK
By:
Gabriel A. Gonzalez, City Manager
Date:
Per Resolution No. 2011- adopted by the Rohnert
Park City Council at its meeting of July 26, 2011 .
APPROVED AS TO FORM:
By:
City Attorney
ATTEST:
By:
City Clerk
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BAECHTEL HUDIS, INC.
By:
Title:
Date:
BAECHTEL HUDIS, INC.
By:
Title:
Date:
EXHIBIT A
Scope of Services
As specifically authorized by separate Task Order, Design Professional may perform the
following services:
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Exhibit "A"
BAECHTEL HUDIS INC.
CONSULTING CIVIL ENGINEERS
AND PLANNERS
June 20, 2011
Rick Pedroncelli
Senior Engineering Techniction
City of Rohnert Park
Development Services Department
Re: Master Agreement Scope of work
Dear Rick:
The following is our proposed scope of work for the Master Agreement:
Via e -mail
To provide on call Civil Engineering Services related to general civil engineering design work
such as Street and Bike Path design, Street Resurfacing, Underground Utility Design, Traffic
Signals and Pedestrian Crossing Design.
Call if you have any comments or questions.
Sincerely,
BAECHTEL HU_ DIS, INC.
r_7
Gary Garfield (.
GG /hr
WAOffice\LETTEMOHNERT PARK \Scope of Work.wpd
2360 PROFESSIONAL DRIVE, SANTA ROSA, CA 95403 -3021
TEL. (707) 542 -8795 FAX. (707) 542 -6147
EXHIBIT B
Compensation
Rates and Schedules
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Exhibit "B"
BAECHTEL HUDIS INC.
CONSULTING CIVIL ENGINEERS
AND PLANNERS
EXHIBIT "A"
HOURLY RATES AND BILLING POLICY
Effective April 1, 2009, the following rates will be charged for services rendered:
Principal Civil Engineer
$170.00
Civil Engineer
$135.00
Senior Engineering Technician /Project Manager
$115.00
Engineering Technician
$100.00
Office Manager — Clerical
$75.00
REIMBURSABLE EXPENSES: Project related expenses, including but not limited to: at Cost
1. Blueprint, reproducible and reproductions.
2. Cost of filing, checking fees and other outside charges.
3. Delivery, mail and, overnight /FedEx expenses.
4. Outside consultants.
Invoices will be rendered as a final or partial billing and will be payable upon receipt. Late. fees at
the rate of 1-1/2% per month may be applied to accounts not paid within 30 days.
File ID: W:\office \baechtel \charge -out fees 2009.doc
2360 PROFESSIONAL DRIVE, SANTA ROSA, CA 95403 -3021
TEL. (707) 542 -8795 FAX. (707) 542 -6147
EXHIBIT C
Insurance Requirements to Agreement For Design Professional Services
Re: MASTER AGREEMENT WITH BAECHTEL HUDIS, INC.
Design Professional shall, at all times it is performing services under this Agreement, provide
and maintain insurance in the following types and with limits in conformance with the
requirements set forth below. Design Professional will use existing coverage to comply with
these requirements. If that existing coverage does not meet the requirements set forth here,
Design Professional agrees to amend, supplement or endorse the existing coverage to do so.
Design Professional acknowledges that the insurance coverage and policy limits set forth in this
section constitute the minimum amount of coverage required. Any insurance proceeds available
to Design Professional in excess of the limits and coverage required in this agreement and that is
applicable to a given loss will be available to City.
1. Commercial General Liability Insurance, occurrence form, using Insurance
Services Office ( "ISO ") "Commercial General Liability" policy form CG 00 01 or an approved
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 shall be less than $2,000,000 (Two Million Dollars) each occurrence;,
2. Business Auto Coverage on ISO Business Automobile Coverage form CA 00 01 .
including symbol I (Any Auto) or an approved equivalent. Limits are subject to review, but in
no event shall be less than $2,000,000 (Two Million Dollars) each occurrence. If Design
Professional or its employees will use personal autos in any way in connection with performance
of the Services, Design Professional shall provide evidence of personal auto liability coverage
for each such person.
3. Workers Compensation on a state - approved policy form providing statutory
benefits as required by law with employers liability insurance, with minimum limits of
$1,000,000 (One Million Dollars) per occurrence.
4. 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 self - insured retention for liability not
covered by primary but covered by the umbrella. Coverage shall be provided on a "pay on
behalf of 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 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 Design Professional, subconsultants or others involved in performance of the
Services. 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 (Two Million Dollars) per occurrence.
5. 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
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omissions of the Design Professional and "Covered Professional Services" as designated in the
policy must include the type of work performed under this Agreement. The policy limit shall be
no less than $1,000,000 (One Million Dollars) per claim and in the aggregate.
6. Insurance procured pursuant to these requirements shall be written by.insurers
that are authorized to transact the relevant type of insurance business in the State of California
and with an A.M. Bests rating of A- or better and a minimum financial size VII.
7. General conditions pertaining to provision of insurance coverage by Design
Professional. Design Professional and City agree to the following with respect to insurance
provided by Design Professional:
A. Design Professional agrees to hale 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 prior to 1992, or an equivalent. Design Professional also agrees to require
all contractors, and. subcontractors to do likewise.
B. No liability insurance coverage provided to comply with this Agreement,
except the Business Auto Coverage policy, shall prohibit Design Professional, or Design
Professional's employees, or agents, from waiving the right of subrogation prior to a loss.
Design Professional 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.
C. All insurance coverage and limits provided by Design Professional 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 City or its operations
limits the application of such insurance coverage.
D. 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.
E. 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.
F. All coverage types and limits required are subject to approval,
modification and additional requirements by City, as the need arises, and City shall be
responsible for the cost of any additional insurance required. Design Professional 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.
G. Proof of compliance with these insurance requirements, consisting of
certificates of insurance evidencing all of the coverages required and an additional insured
endorsement to Design Professional'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
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delivered as required, or in the event such insurance is canceled at any time and no replacement
coverage is provided, City may terminate this agreement in accordance with Section 18 of the
Agreement.
H. Certificate(s) are to reflect that the insurer will provide 30 days notice to
City of any cancellation of coverage. Design Professional 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.
I. It is acknowledged by the parties of this agreement that all insurance
coverage required to be provided by Design Professional or any subcontractor, is intended to
apply first and on a primary, noncontributing basis in relation to any other insurance or self
insurance available to City.
J. Design Professional agrees to ensure that subconsultants, and any other
party involved with the Services who is brought onto or involved in the Services by Design
Professional, provide the same minimum insurance coverage required of Design Professional;
provided, however that only subconsultants performing professional services will be required to
provide professional liability insurance. Design Professional 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. Design Professional agrees that upon request,
all agreements with subcontractors and others engaged in the Services will be. submitted to City
for review.
K. Design Professional 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, consultant or other entity or person in any
way involved in the performance of work on the Services contemplated by this agreement to
self - insure its obligations to City. If Design Professional's existing coverage includes a
deductible or self - insured retention, the deductible or self - insured retention must be declared to
City. At that time City shall review options with the Design Professional, which may include
reduction or elimination of the deductible or self - insured retention, substitution of other
coverage, or other solutions.
L. 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 Design Professional ninety
(90) days advance written notice of such change. If such change results in additional cost to the
Design Professional, and City requires Design Professional to obtain the additional coverage,
City will pay Design Professional the additional cost of-the insurance.
M. 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.
N. Design Professional acknowledges and agrees that any actual or alleged
failure on the part of City to inform Design Professional of non - compliance with any insurance
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requirement in no way imposes any additional obligations on City nor does it waive any rights
hereunder in this or any other regard.
O. Design Professional will endeavor to renew the required coverages for a
minimum of three years following completion of the Services or termination of this agreement
and, if Design Professional in unable to do so, Design Professional will notify City at least thirty
days prior to the cancellation or expiration of the policy or policies.
P. Design Professional 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 Design Professional'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 of the expiration of the coverages.
Q. The provisions of any workers' compensation or similar act will not limit
the obligations of Design Professional under this agreement. Design Professional expressly
agrees that any statutory immunity defenses under such laws do not apply with respect to City,
its officers, elected officials, employees, agents, and volunteers.
R. 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.
S. 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.
T. 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.
U. . Design Professional agrees to be responsible for ensuring that no contract
entered into by Design Professional in connection with the Services authorizes, or purports to
authorize, any third party to charge City an amount in excess of the fee set forth in the agreement
on account of 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.
V. Design Professional agrees to provide immediate notice to City of any
claim or loss against Design Professional. 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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EXHIBIT D
Key Personnel and Other Consultants, Specialists or Experts Employed by Design Professional
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Exhibit "D"
BAECHTEL HUDIS INC.
CONSULTING CIVIL ENGINEERS
AND PLANNERS
GARY GARFIELD
Senior Designer, Project Manager, an employee of M. Hudis and Associates /Baechtel Hudis Inc.
since 1972. Responsibilities include all aspects of a project from cost administration, planning,
tentative and final maps, and improvement plans. Project experience includes industrial, commercial
and multi - family projects, subdivisions and assessment districts. Public works projects including
schools, parks, bike paths and traffic signals.
KEN CAVEN
Senior Designer, Project Manager, an employee of M. Hudis and Associates /Baechtel Hudis Inc.
since 1973. Extensive experience in commercial site improvement and grading plans, residential
subdivision improvement plans and final maps. Ken oversees many projects from inception to
completion, dealing directly with developers, non - profit and public agencies, and contractors. A
background in dam design, including permitting and onsite inspection.
JASON HOCHEDER, P.E.
Civil Engineer; Bachelor of Science Degree (Civil Engineering, Agriculture & Bio- resource),
Colorado State University at Fort Collins, CO, 1998; Licensed California Professional Engineer
since 2003, License No. 66429.
Responsibilities include design and project management. Experienced in site development, storm
drainage, water, wastewater projects, planning and land development, residential subdivisions,
public works design and Assessment Districts. Permitting with the Corps of Engineers, Fish and
Game and local agencies.
BEN MONROE, P.E.
Civil Engineer; Master of Science Degree (Civil & Environmental Engineering), California
Polytechnic State University at San Luis Obispo, 2003. Bachelor of Science Degree (Environmental
Engineering), California Polytechnic State University at San Luis Obispo, 2003. Licensed California
Professional Engineer since 2006, License No. 70012; Civil & Water /Wastewater Manager since
2007.
Experienced in vineyard development, including permit processing. Design of waste water system
for both sanitary and winery waste water. Dam design and construction supervision, special studies
for watershed, storm drain and open channel design. Residential and industrial subdivisions. Water
and utility design, and Assessment district engineering.
M: \Consultants\Baechtel- Hudis\Key Personnel for Master Agreement.doc
2360 PROFESSIONAL DRIVE, SANTA ROSA, CA 95403 -3021
TEL. (707) 542 -8795 FAX. (707) 542 -6147