2011/08/23 City Council Resolution 2011-83RESOLUTION NO. 2011-83
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ROHNERT PARK
AUTHORIZING AND APPROVING A DESIGN PROFESSIONAL SERVICES
AGREEMENT FOR THE ALTA AVENUE AND ALMOND STREET SEWER
AND WATER REHABILITATION PROJECT NO. 2011-07 WITH BRELJE AND RACE
FOR VALUE ENGINEERING AND CONSTRUCTION MANAGEMENT SERVICES
WHEREAS, on July 19, 2011, staff issued a Request For Proposals ( "RFP ") for the Alta
Avenue and Almond Street Sewer and Water Rehabilitation Project No. 2011 -07 ( "Project ") to
identify a qualified consultant that can assist the City with the value engineering and construction
management of the project (the "Project ");
WHEREAS, the City received six proposals on August 12, 2011; and
WHEREAS, the City project team chose Brelje and Race for an award of contract due to
their experience and expertise in this particular type of work as demonstrated in the selection
process.
NOW, THEREFORE BE IT RESOLVED that the City Council of the City of Rohnert
Park authorizes and approves a design professional services agreement by and between Brelje
and Race, a California corporation, and the City of Rohnert Park, a municipal corporation, for
value engineering and construction management and related services for the Alta Avenue and
Almond Street Sewer and Water Rehabilitation Project No. 2011 -07, for a not -to- exceed cost of
$180,035.00.
BE IT FURTHER RESOLVED that the City Manager is hereby authorized and
directed to execute this agreement in substantially similar form as shown in Exhibit A and any
changes or amendments up to 10% cumulatively of the original contract amount on behalf of the
City of Rohnert Park.
DULY AND REGULARLY ADOPTED this date of August 23, 2011.
ATTEST:
ig
CITY OF ROHNERT PARK
CALIFORNip
City Clerk
AHANOTU: AYE CALLWATi: ABSENT MACKENZIE: ABSENT STAFFORD: AYE BELFORTE: AYE
AYES: (3) NOES: (0) ABSENT: (2) ABSTAIN: (0)
City of Rohnert Park
130 Avram Ave.
Rohnert Park, CA 94928
DESIGN PROFESSIONAL SERVICES AGREEMENT
RE: ALTA AVENUE AND ALMOND STREET SEWER AND WATER
REHABILITATION PROJECT NO. 2011-07
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
BRELJE AND RACE, ( "Design Professional "), a California corporation.
Recitals
WHEREAS, City desires to obtain design review and value engineering, and construction
management and inspection services in connection with Alta Avenue and Almon_ d Street Sewer
and Water Rehabilitation Project No. 2011 -07 ( "Project "); and
WHEREAS, Design Professional hereby represents to the City that Design Professional
is skilled and able to provide such services described in Section 1 of this Agreement; and
WHEREAS, City desires to retain Design Professional pursuant to this Agreement to
provide the services described in Section I of this Agreement.
Agreement
NOW, THEREFORE, THE PARTIES HERETO AGREE AS FOLLOWS:
1. Scope of Services. Subject to such policy direction and approvals as the City may
determine from time to time, Design Professional shall perform the services set out in the "Scope
of Work and Schedule of Performance" attached hereto as Exhibit A.
2. Time of Performance. 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 from City and obtaining and delivering the required insurance coverage, and
satisfactory evidence thereof, to City. The services of Design Professional are to be completed
not later than October 15, 2012. Design Professional shall perform its services in accordance
with the schedule set out in the "Scope of Work and Schedule of Performance" attached hereto
as Exhibit A. Any changes to the dates in this Section or Exhibit A must be approved in writing
by the City.
3. Compensation and Method of Pament.
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 amount City pays
Design Professional exceed One Hundred Eighty Thousand Thirty-five Dollars ($180,035.00).
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Payment by City under this Agreement shall not be deemed a waiver of unsatisfactory work,
even if such defects were known to the 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 PM. 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 not worked, whether it be in the form of sick leave, administrative leave, or for any
other form of absence.
G. Litigation Support. Design Professional agrees to testify at City's request
if litigation is brought against City in connection with Design Professional's report. 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
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Professional's standard hourly rates, if requested by City and not part of the litigation brought by
City against Design Professional.
4. Amendment to Scope of Work. City shall have the right to amend the Scope of
Work 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 the City, whether the Services are completed
or not. Design Professional shall deliver all Documents to City, upon request at (1) the
completion of the Services, (2) the date of termination of this Agreement for any reason, or (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
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.
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D. Design Professional shall include in all subcontracts and agreements with
respect to the Services that Design Professional negotiates, language which is consistent with
this Section 6.
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 the 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 the City without the written consent of the 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 the 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 the City has a reasonable objection.
E. Design Professional plans to retain the subconsultants listed in Exhibit D,
who will provide services as indicated in Exhibit D.
F. Design Professional will not utilize subconsultants other than those listed
in Exhibit D without advance written notice to the City. Design Professional will not utilize a
subconsultant to whom the City has a reasonable objection. Subconsultants providing
professional services will provide professional liability insurance as required in Exhibit C unless
the 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 the City and take such action as the 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 the 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 the City and no other
officer, elected official, employee, agent or volunteer of the 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 the City and no
other officer, elected official, employee, agent or volunteer of the City shall be personally liable
to Design Professional or otherwise in the event of any default or breach of the 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
against any and all claims, loss, cost, damage, injury (including, without limitation, injury to or
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death of an employee of Design Professional or its subconsultants), expense and liability of
every kind, nature and description (including, without limitation, fines, penalties, incidental and
consequential damages, 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. Design Professional Not an Agent of City. Design Professional, its officers,
employees and agents shall not have any power to bind or commit the City to any decision.
13. 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.
14. 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 Iocal
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.
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.E.
G. Iniury 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.
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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.
15. 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
the City desires.
16. 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.
17. Insurance. Design Professional shall provide insurance in accordance with the
requirements of Exhibit C.
18. 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.
19. 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.
S. 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) provide
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
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
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Design Professional. In the event of tenmination without cause, Design Professional shall be
entitled to payment in an amount not to exceed the Not -To- Exceed Amount which shall be
calculated as follows: (1) Payment for Services then satisfactorily completed and accepted by
City, plus (2) Payment for Additional Services satisfactorily completed and accepted by City,
plus (3) 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), (2) and (3) 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, the City's
right to withhold funds under Section 19.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 19 and Design
Professional shall be entitled to receive only the amounts payable under Section 19.D..
20. 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.
21. 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.
22. 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.
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
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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: David Long
Brelje & Race
475 Aviation Blvd, Suite 120
Santa Rosa, CA 95403
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.
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
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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.
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 Assigns. 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.
-11-
11266510 80078/0012 Revised: 1/10/11
35. Exhibits. The foil
herein by this reference:
A. Exhibit A:
B. Exhibit B:
C. Exhibit C:
D. Exhibit D:
owing exhibits are attached to this Agreement and incorporated
Scope of Work and Schedule of Performance
Compensation
Insurance Requirements to Design Professional Services
Agreement
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 the 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
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.
-12-
11266510 80078/0012 Revised: 1 /10 /11
IN WITNESS WHEREOF, the City and Design Professional have executed this
Agreement as of the date first above written.
CITY OF ROHNERT PARK
City Manager
Date:
Per Resolution No. 2011- adopted by the Rohnert
Park City Council at its meeting of August 23, 2011.
APPROVED AS TO FORM:
By:
City Attorney
ATTEST:
By:
City Clerk
-13-
BRELJE & RACE
By: _
Title:
Date:
BRELJE & RACE
By:
Title:
Date:
11266510 80078/0012 Revised: 1/10/11
EXHIBIT A
Scope of Work and Schedule of Performance
-14-
11266510 80078/0012 Revised: 1 /10 /11
Exhibit "A"
y:,. ` Page I of 6 Proposal for Engineering ,%mires
City gfRolntert Park AltalAnond Setoer and linter Rehabilitation
The City of Rohnert Park (City) desires to rehabilitate the sewer and water facilities within i \ll'a Avenue
and almond Street. Brelje & Race's role as the design review, and value engineering consultant will be to
check the work of the design engineer and provide recommendations for Improvements to the design to
lower costs, provide a better product and avoid construction claims.
DETAILED APPROACH.
Design Review and Value ,Engineering
Task 1.1 Review of Preliminary Design Memorandum
A review of the preliminary design memorandum will be conducted focused on the following:
During the review of the preliminary design memorandum Brelje & Race would conduct a general field
reconnaissance. The reconnaissance will provide an awareness of any special circumstance that may
influence the project intent, potential construction limitations and circumstances that may have significant
project cost influences. After review and analysis our findings will be summarized in a project memorandum.
A mecting will be held to review Brelje & Race's comments with the City and design engineer. an agenda for
th.e .mecting and follow -up meeting minutes will be provided.
Task 1.2 Review of 60% Design Submittal
Design drawings will be reviewed for limits of utility replacement, alignments of piping, type of pipe
rehabilitation, profile information, sewer manhole riser replacements, delineation of sewer lateral
replacements and locations where sewer laterals are to be lowered. The drawings will also be reviewed to
determine if pavement repair locations are delineated and if they are compliant with City Standard trench
details.
Breljc & Race will conduct a field review of the proposed alignment and compare the topographic
information included on the drawings to the existing field conditions. Conflicts between existing utilities
and those that are proposed in the design will be determined. allowable pipe separation standards defined
by State Public Health will be checked against separations shown on the plans and verified in the field.
Constructability issues will be addressed.
Page 10 Bre l e N.SUITINCi C1 ce-
Exhibit "A"
(W Page 2 of 6 Propond for Etaghwernig Services
Cite of'Kobuert PtzrkAltalAlnro)id Sauer,ri?id Otter Rebabiliratioii
Breljc & Race will perform a cross check to determine if, for what is shown on the drawings, there is a
corresponding specification section to address the planned improvement. We will compare the specification
scope and completeness to those that have been commonly used for
other successful. sewer and water replacement projects.
Iirelje & Race «-ill review the cost estimate to determine if all items
of work shown on the drawings are included in the cost itemization.
Unit costs will be compared to recent bid tabulations for like projects.
A critical look will be taken to determine if .items that will be the
contractor's indirect project costs are included in the preliminary cost
estimate.
Iirelje tic Race will compare the 60% submittal documents to the
pre - design memorandum to determine if all the stated .information
in the memo, as well as the comments, included in the design review
tnelnorandum have been .incorporated or otherwise, addressed.
Inquiry regarding the status of all necessary permits will be made.
A 60% review memorandum will, be completed and distributed to
the City and the design engineer.A follow -up review meeting will
be held between the design engineer, City and Iirelje & Race to discuss
li.relje and Race will establish the agenda for the meeting and provide written minutes.
Task 1.3 Review of 90% Design Submittal
Design drawings at the 90% level will be reviewed for notes, and details, ambiguities, conflicts,
constructability, compliance with the City's "Design Consultants Requirements" and bidability =. Project
specifications will be checked for accuracy of bid quantities, bid item descriptions, specification
thoroughness, appropriateness of material selections and. testing methods and requirements.
The contract documents will be reviewed for their conformance to City Standards and with accepted
standards of professional and technical practices with. respect to appropriateness of the design for its
intended use, completeness of the plans and specifications and their suitability for bidding and construction.
The construction cost estimate will be reexamined and compared to the 60°./r, submittal to make certain that
items that have been added to the project are included in the 90% estimate. An update on permit status will
be requested.
A review memorandum will be completed and distributed to the City and the design engineer. A follow -up
review rneeting will be held between Iirelje & Race, the design engineer. and City to discuss and reconcile the
review comments. Iirelje and Race will establish the agenda for the meeting and provide written minutes.
Task 1.4 Final Submittal Review
.A check of the final. subnttal to determine if all comments for the 90% review have been incorporated in
the documents will be completed. r1 memorandum confirming bid readiness will be issued.
Page 11 Breli a &, Race
Exhibit "A" Proposal for ErzQrrrrerirr�n Seruces
Page 3 of 6 City of t'ohner•t Park AltalAhnond Sewer and lower Rehabilitation
Construction Management
Breljc. & Race's work during the construction phase of the project will consist of a comprehensive range
of services to provide the City with the highest level of assurance that: the project is being conducted in
a manner that is safe, rninunizes neighborhood complaints and service interruptions, results in a properly
performing finished product conforming to the construction contract documents, and minimizes the
City's exposure to risk and cost overruns. This comprehensive range of services is understood to include
the four general categories of Contract Administration, Construction Management, Ttield Inspection and
Geotechnical (A)servation and Testing.
Included within the RIP was a 20 -point listing of construction phase services desired by the City. VIC
consider this list to be well- conceived, covering all of the above listed. general categories, and as such, have
included it below as the basis for out Work Plan. Comments have been .Inserted beneath some of the service
tasks where merited, and a few items (numbered 21 through 23) have been added to the end of the list to
more completely convey- our understanding of a full.-service approach to construction management.
Pre - Construction Meeting: Conduct the pre - construction meeting, which will include the City, the design
engineer, contractor, and major subcontractors. Prepare agenda and minutes for the pre - construction
meeting. The preconstruction meeting shill include a discussion of all items which might jeopardize
funding for the project:.
Our approach to otganizr'ng pre- construction meetings is intended to result in all parties to the project being
appropriately represented. Discussions during the meeting will establish a clear understanding of communication
protocols and each party's responsibilities far the duration of theproject.
2. Project Meetings: Conduct and document progress meetings and other special technical meetings.
Prepare agenda describing key issues, schedule status, potential change orders. Prepare nainutes of the
weekly meetings.
For this project, weekly progress meetings may most effectively take place in field, with in- office meetings scheduled
at less frequent intervals and when unforeseen circumstances warrant.
3. Schedule Management: Review contractor's as- planned schedule for conformance with the specifications
and for reasonableness of activity durations and sequence. Coordinate review comments by the City
and the design engineer and transmit review comments to the contractor. Meet with the contractor to
discuss and clarify, any significant issues. Review revised schedules as required. Review work progress as
compared to the as- planned schedule and notify contractor of schedule slippage. Analyze schedule to
deternai.ne impact of the weather and change orders on the construction schedule. Review contractor's
updates of the construction schedule which incorporates actual progress, weather delays, and change
order impacts.
Brely "e ei Race f els it is important to require the Contractor- to produce a weekly 3-week "look - ahead" schedule as a
means to keep the overall projectschedule current.
4. Maintain Project Records: Maintain project records including daily logs, inspection reports, compliance
testing results, photos, n. casurement of quantities, schedules and correspondence.
5. Prepare Monthly Reports: Prepare and submit to the City a monthly progress report including
construction progress summary, construction cash flow and payments, and summary logs for proposed
change orders (PCO's) and change orders.
It is our practice to begin preparing the next monthly report as soon as the previous one is complete. Ibis ensures that
frequently produced records are incorporated in a timely and accurate manner.
Page 12 Br+ell e N,sinnr c Race
,:.. Exhibit "A"
Page 4 Of 6 Proposal for Engineering Services
City of Rohnert Park AltalllbnondSewer and Water Rehabilitation
6. Review Monthly Progress Payments: l:?valuate. the monthly progress payment requests from the
Contractor, negotiate differences over payment, and recommend payment to the City.
At the beginning of the project, .Bret e & Race will review the C.,'ontractors .Initial Cost .Breakdown for accuracy,
which is then used to establish the form of Progress Payment Requests. Me also establish a standard tray of the month
by which the Contractor is required to submit progress payment request to our construction manager. W work with
both the City and contractor to establish a date that is mutually agreeable to all parties with the goal of dovetailing
the review and finalizing of progress payment requests with the City's normal accounts payable process.
7. Requests for Information (.RFIs) and Requests for Clarifications (RFCs): Coordinate and manage the
RFI and RFC evaluation and response process. This includes log, transmit tothe design erigi.n.eer for
response, coordinate with design engineer on field status, track progress, review response, and transmit
response to contractor.
8. Potential Change Orders (PCOs) and Change Orders: Coordinate and manage the change orders
process, including log, review in conjunction with design engineer and City, assist with determination
of changed conditions and scope definition as needed, assist with negotiation, and incorporate change
orders into the conStructlon contract.
It is vital that .PCO, Change Orders and Force Account work are evaluated, negotiated, tracked and finalized in
such manners that result in prompt and accurate determination of the costs involved.
). Coordinate Submittal and Shop Drawing Review Process: Coordinate and manage the submittal /shop
drawing review process. This work includes log, transmit to design engineer for response, coordinate with
design engineer on field status, track progress, review response, and transtn.it response to contractor.
10. Permits Compliance: Monitor Contractor compliance with construction permits and CEQA mitigation
measures. Coordinate with design engineer for compliance. Recommend course of action to City if
required measures are not being met by the Contractor.
11. Monitor Construction Record Drawings: Monitor construction record drawings maintained by the
Contractor and inspector on a regular basis.
12. Claims Management: Analyze potential claims for additional compensation that are submitted during
the construction period and make recommendations to resolve them. Perform claims administration,
including coordination and monitoring claims response preparation, logging claims, and tracidng claims
status.
13. Field Inspection: Provide construction inspection to monitor the Contractor's work for compliance with
the contract documents.
14. Photograph or Video Documentation: Prepare a video or photo documentation of initial site conditions
prior to Contractor's commencement of construction. Provide additional photos of construction
progress.
Construction progress photos will carry date stamps for easy cross- reference with daily inspection reports.
15. Field Changes: Document field changes to the Drawings and Specifications.
16. Inspection Reports: Prepare and review Daily Inspection Reports.
Bre#e 6- Race utilizes standardized, in -house developed forms for Daily Inspection Reports and Weekly Working
Days Statements to aid of cient recordkeeping,
17. Geotechnical Observation: The Consultant will provide or subcontract for geotechnical observation and
testing and materials testing.
18. Substantial Completion and Punch List: The. Consultant will schedule with City and the design engineer,
to conduct substantial completion inspections and issue punch lists.
Page 13 & D-
Brelje M NAG ce
Exhibit ' A Proposal for Engineering Services
i.;
Page 5 of 6 Ciiy of Robnert I'cirk Altalr?lmonel Server and Water Rehabilitation.
19. Project Documents: 'Fhe Consultant: will provide the City with a complete set of all records of the
project, indexcd and properly filed, and a listing of warranties provided uncler the project including the
items covered and the warranty duration.
Bre ie d- Race will prepare Record Drawings for the project if requested liy the City Options for transfer of as-
hitilt inlorination to a permanent record for the City include inking on the original mylar drriwings, electronically
marking pdf s of the original drawings or simply preparing a set of fresh redline plans that consolidates field set
mark -ups.
20. Notice of Completion: Prepare the. final pay estimate and balance change orders, prepare the Notice of
Completion, and coordinate retention release.
21. Worksite Safety and Liability Awareness: Brelje & Race has an Injury and Illness PreYrention Program
in place that, in part, establishes clear procedures for maintaining awareness of the risks and liabilities
associated with worksite safety practices. Although the Contractor is solely responsible for worrksite and
worker safety, our field personnel are trained to recognize imminent and flagrant threats to life or safety
and, consistent with normal standard professional care, will promptly notify the Contractor and the City
when such conditions are recognized.
22. Water Sampling for Bacteriological Clearance: Consultant will perform or olhserve water. sornpling for
bacteriological clearance following :installation and disinfection of water distribution piping.
23. Public Relations: Insure. that: Contractor provides required public notifications of construction activity.
Act as the prunhary contact for the public during construction. Maintain a log of complaints including
the name and address of the person complaining, date and nature of complaint, date the Contractor was
notified and the action taken (with date) to resolve the complaint.
Page 14 Bre1je vs ' u4nrcocm Race
„ ,,, Exhibit "A”
Page 6 of 6 Proposal firr Engineering Services
City of `Rolrnert Park AltalAmmd Sewer and hinter Rehabilitation
The request for proposals indicates that an anticipated work schedule for the project be provided by the
consultant. With respect to the Design Review /Value 1:?ngineeri.ng part of the project, the schedule for
this work will be highly dependent upon the schedule under which the selected Design Consultant will
be proceeding. Understanding that submittal of final bid documents is targeted for February 1, 2012, we
are prepared to fully support any schedule that is developed for completion of the various design phase
submittals. We propose to establish and comnvt to meeting a goal of taking no more than 2 weeks to
complete all tasks designated for each incremental Design Review effort —13re- Design, 60% and 90% -
including all coordination and meetings with City staff and the Design F, ngineer. The Final Submittal revietiv
will be accomplished in 3 days or fewer.
For the Construction Management portion, we anticipate that these activities would begin approximately
10 to 12 weeks following the initial ads >ertisern.ent for bids for the project, which allows for receipt of bids,
evaluation and award, contract, insurance and bond processing and issuance of a notice to proceed. With
a due date of FebruarN 1, 2012 for final bid documents and an assumed 120 working day allowance for
construction, we would therefore anticipate project completion by October 15, 2012.
Page 1.5 refi a Hsu�nros i -ace ENGINEERS
EXHIBIT B
Compensation
-15-
1126651v3 80078/0012
Revised: 10/08/10
Exhibit "B"
Proposal• fire £ngrnecr•in !;er•vires
Page 1 Of 3 City crf Rohn,rt Park Xtalwnzewid Sewer and Water Rehabilitation
FEE INFORMATION
RATE SCHEDULE
The following details Bre.lje & Race's 2011 fee schedule for each position classification required to provide
the services described in the proposal and all. reimbursable fees and expenses. Please note this fee Schedule
was effective March 1, 2011.
PROFESSIONAL SERVICES
Senior Principal .l. ..............................................
"175.00 hour
Associate Principal ..................
........................$140.00
/hour
Associate ............... .........................105.00
to 130.00 /hour
Senior Engineer ..... .........................120.00
to 130.00 /hour
Engineer ................ .........................100.00
to 120.00 /hour
Engineering Technician ....................85.00
to 100.00 /hour
Senior Planner ....... .........................100.00
to 1.50.00 /hour
Planner ................... ..........................85.00
to 100.00 /hour
Senior Surveyor ...... ........................110.00
to 120.00 /hour
Surveyor ................. .........................100.00
to 11.0.00 /hour
Survey Technician ............................
to 1.00A0 /hour
CAD Technician .... ..........................85.00
to 1.00.00 /hour
Construction Technician
..................85.00
to 100.00 /hour
EXPERT WITNESS & MEDIATION SERVICES ................$300.00 /h.our
FIELD SURVEYING
One -man Party ............................. ..................$14.5.00 /hour
(Including Survey Equipment & Vehicle)
Two -man P arty ............................ ...................$205.00 /hour
(Including Survey Equipment & Vehicle)
Three -man Party .......................... ..................$250.00 /hour
(Including Survey Equipment & Vehicle)
TYPING AND CLERICAL ......................... ........................$65.00 /hour
OUTSIDE CONSULTANTS ....................... ...........................Cost + 5%
OUTSIDE REPRODUCTION/ PLOTTING.... , ..........................Cost + 5%
0r1r ert4hmers zrrrd hispeilar:r 1crr/1
tl lhwll pl-ojeelr ialci , oaz7sr.rluriec
Nate Hourly rates are inclusive of nearly all expenses. Brelje & Race does not charge separately for
expenses that are traditionally recouped from the Client as " reimburseable ", such as mileage,
surveying materials, copies of recorded documents, and in -house reproduction and computer
equipment costs,
Pagc 16 B refs a N4U171NA Cl Race
Exhibit "B"
(w Page 2 of 3 7 Proposal fair Engineering Services City. of Rohnert Park AltalAhnorrd Server anti 11ater Rehabilitation
Page 18 Brefie � Ce
�$2
Exhibit IIBII Proposal for Eigineerhig Services
Page 3 of 3 C,'ity of Rohn rt Park AltalAlmond &., er and Water Rehabilitation
Rige 19 Brel'e & .mace
- CANSUI71>vY; CIVIL Ft1CINEERS
EXHIBIT C
Insurance Requirements to Agreement For Design Professional Services
Re: Alta Avenue and Almond Street Sewer and Water Rehabilitation
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 1 (Any Auto) or an approved equivalent: Limits are subject to review, but in
no event shall be less; than $2,000,0,00 (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.
Workers °Compensation on a state - approved policy form providing statutory
benefits as required by law with employers liability insurance, with minimum limits of
$1,000,006,(, ne 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
-16-
11266510 80078/0012 Revised: 1/10/11
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 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 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. 4--,insurancte 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 contain4iii,this Agreernent'or any other agreement relating to the City or its operations
limits the application of such insurance coverage.
D. None;ofthe 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 liabilitypolicy 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 the 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
-17-
11266510 80078/0012 Revised: 1/10/11
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 19 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 subconsuliantts performing professional services will be required to
provide professional liability insurance: b esign Professional agrees to monitor and review all
such coverage and assumes all respons'ibi'lity 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 owany 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 owork on the.Services contemplated by this agreement to
self - insure its obligations to; City. "I Design Professional's existing coverage includes a
deductible orself- insured reteiation, the'deductible or self - insured retention must be declared to
the City. At hat time the City; shall review options with the Design Professional, which may
include reduction or eliminationDf the deductible or self - insured retention, substitution of other
coverage, or other solutions.
L. The,City'r eserves 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 the City requires Design Professional to obtain the additional coverage,
the 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
11266510 80078/0012 Revised: 1 /10 /11
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; le' tter 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, D bsign 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 .11mitations on coverage, limits or other requirements nor as a waiver
of any coverage normally provlded 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,intendedby 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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11266510 80078/0012 Revised: 1/10/11
EXHIBIT D
Key Personnel and Other Consultants, Specialists or Experts Employed by Design Professional
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11266510 80078/0012 Revised: 1/10/11
Exhibit "D" Proposal for.l "ugineeringServices
Page 1 of 1 City of Rohnert Prrrle Altabilmond Server and Mater Rehabilitation
Successful completion of a project requu.'es both technical competence and managerial skills. It also
requires a thorough Mork plan and an understanding of the client's needs. Fo.r this project, we offer a team
of professionals whose skills meet these requirements and whose qualifications and direct experience with
municipal setiver and water pipeline rehabilitation /replacement is significant.
The project team organization is shown in figure 1. Our proposed principal. -.in- charge, David Long, is
comn-iitted to providing the leadership and oversight necessary to ensure a successful project. Our proposed
project manager, Sean Jeane, continues to build a resume of successfully completed projects, all the while
expanding his managerial role and keeping up to date on the latest materials and methods associated with
underground pipeline construction.
Since we do not. anticipate the construction phase of this project starting until May 2011, it is difficult to
ensure the availability of a specific field inspector. nine (9) months ahead of time.
Tn order to provide the City with adequate assurance that Brelje: & Race will furnish fully- qualified field staff,
we have included three potential inspectors in the organizational chart, only one of whom will be utilized
for this project. Should the City have a preference for any of the inspectors profiled in our proposal, we will
certainly do our best to accommodate that preference.
Figure 1. Organizational Chart
Page Brelie &Race