2012/05/08 City Council Resolution 2012-42RESOLUTION NO. 2012 -42
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ROHNERT PARK
AUTHORIZING AND APPROVING AN AGREEMENT WITH
NORTHFORK ENVIRONMENTAL, INC, DBA NORTHFORK ASSOCIATES FOR
PLANNING CONSULTING SERVICES
WHEREAS, the City desires to obtain general planning consulting services;
WHEREAS, Northfork Associates has the experience and expertise to provide said
services; and
WHEREAS, Northfork Associates has provided similar services to the City for planning
and environmental review services which have been completed; and
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 Northfork
Associates, a California Corporation, and the City of Rohnert Park, a municipal corporation, for
planning consulting services.
BE IT FURTHER RESOLVED that the City Manager is hereby authorized and
directed to take all actions to effectuate this agreement for and on behalf of the City of Rohnert
Park, including execution, if necessary, in substantially similar form to the agreement attached
hereto as Exhibit "A," subject to minor modifications by the City Manager or City Attorney.
DULY AND REGULARLY ADOPTED this 8th day of May 2012.
CITY OF ROHNERT PARK
ATTEST:
JIHI NBRT
Interim Deputy City Clerk
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Exhibit "A"
City of Rohnert Park
130 Avram Ave.
Rohnert Park, CA 94928
CONSULTANT SERVICES AGREEMENT
THIS AGREEMENT is entered into as of the day of , by and between the
CITY OF ROHNERT PARK ("City"), a California municipal corporation, and
North Fork Associates (NFAI ( "Consultant "),
Recitals
WHEREAS, City desires to obtain services to assist the City with the project
management and entitlement processing tasks for projects currently under review and services
related to current and advanced planning; and
WHEREAS, Consultant hereby warrants to the City that Consultant is skilled and able to
provide such services described in Section 3 of this Agreement; and
WHEREAS, City desires to retain Consultant pursuant to this Agreement to provide the
services described in Section 3 of this Agreement.
Agreement
NOW, THEREFORE, in consideration of their mutual covenants, the parties hereto agree
as follows:
1. Incorporation of Recitals. The recitals set forth above, and all defined terms set
forth in such recitals and in the introductory paragraph preceding the recitals, are hereby
incorporated into this Agreement as if set forth herein in full.
2. Project Coordination.
A. Cam. The City Manager or his/her designee, shall represent City for all .
purposes under this Agreement. The Planning and Building Manager is hereby designated as the
Project Manager. The Project Manager shall supervise the progress and execution of this
Agreement.
B. Consultant. The Consultant shall assign Cathy Spence Wells to have
overall responsibility for the progress and execution of this Agreement for Consultant.
3. Scope and Performance of Services
A. Scope of Services. Subject to such policy direction and approvals as the
City through its staff may determine from time to time, Consultant shall perform the services set
out in-the "Scope of Work" attached hereto as Exhibit A and'incorporated herein by reference.
[1J
Revised: 10/27/10
Exhibit "A"
B. Time of Performance. The services of Consultant 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 Consultant are on -going and time to
complete the tasks associated with these projects is unknown and will vary by project.
C. Standard of Quality. City relies upon the professional ability of
Consultant as a material inducement to entering into this Agreement. All work performed by
Consultant 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
Consultant's field of expertise..
4. Compensation and Method of Payment.
A. Compensation. The compensation to be paid to Consultant, including both
payment for professional services and reimbursable expenses, shall be at the rate and schedules
attached hereto as Exhibit B, and incorporated herein by reference. 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.
.Billing for said services shall be made once at the conclusion of the work and
submittal of the records and any appropriate report. City shall review Consultant's billing
statement and pay Consultant for services rendered within 45 days of receipt of a complete
billing statement that meets all requirements of this Agreement.
Changes in Compensation. Consultant will not undertake any work that will incur
costs in excess of the amount set forth in Paragraph 4(A) without prior written amendment to this
Agreement.
C. Taxes. Consultant 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 Consultant.
D. No Overtime or Premium Pay. Consultant 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. Consultant shall not receive a premium or enhanced pay for work performed on
a recognized. holiday. Consultant 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.
E. Litigation Support. Consultant agrees to testify at City's request if
litigation is brought against City in connection with Consultant's work product. Unless the
action is brought by Consultant or is based upon Consultant's negligence, City will compensate
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Exhibit "A"
Consultant for the preparation and the testimony at Consultant's standard hourly rates, if
-requested by City and not part of the litigation brought by City against Consultant.
5. Amendment to Scope of Work. City shall have the right to amend the Scope of
Work within the Agreement by written notification to the Consultant. In such event, the
compensation and time of performance shall be subject to renegotiation upon written demand of
either party to the Agreement. Consultant shall not commence any work exceeding the Scope of
Work without prior written authorization from. the City. Failure of the Consultant to secure
City's written authorization for extra or changed work shall constitute a waiver of any and all
right to adjustment in the contract price or time due, whether byway of compensation,
restitution, quantum meruit, etc. for work done without the appropriate City authorization.
6. Term. This Agreement shall commence upon its execution by both parties and
shall continue in full force and effect until completed, amended pursuant to Section 21, or
otherwise terminated as provided herein.
7. Inspection. Consultant shall furnish City with every reasonable opportunity for
City to ascertain that the services of Consultant are being performed in accordance with the
requirements and intentions of this Agreement. All work done and all materials Elished, if any,
shall be subject to the Project Manager's inspection and approval. The inspection of such work
shall not relieve Consultant of any of its obligations to fulfill the Agreement as prescribed.
8. Ownership of Documents. Title to all plans, specifications, maps, estimates,
reports, manuscripts, drawings, descriptions and other final work products compiled by the
Consultant under the Agreement shall be vested in City, none of which shall be used in any
manner whatsoever, by any person, firm, corporation, or agency without the expressed written
consent of the City. Basic survey notes and sketches, charts, computations, and other data
prepared or obtained under the Agreement shall be made available, upon request, to City without
restriction or limitations on their use. Consultant may retain copies of the above - described
information but agrees not to disclose or discuss any information gathered, discussed or
generated in any way through this Agreement without the written permission of City during the
term of this Agreement, unless required by law.
9. Emmplovment of Other Consultants, Specialists or Experts. Consultant 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.
10. Conflict of Interest.
A. Consultant covenants and represents that neither it, nor any officer or
principal of its firm, has, or shall acquire any investment, income, business entity, interest in real
property, or other interest, directly or indirectly, which would conflict in any manner with the
interests of City, hinder Consultant's performance of services under this Agreement, or be
affected in any manner or degree by performance of Consultant's services hereunder. Consultant
further covenants that in- the performance of the Agreement, no person having any such interest
shall be employed by it as an officer, employee, agent, or subcontractor without the express
written consent of the City. Consultant agrees to at all times avoid conflicts of interest, or the
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1208604vi 80078/0012 Revised: 10 /27/10
Exhibit "A"
appearance of any conflicts of interest, with the interests of the City in the performance of the
Agreement.
B. Consultant is not a designated employee within the meaning of the
Political Reform Act because Consultant:
(1) will conduct research and arrive at conclusions with respect to its
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. (2-Cal. Code Regs.
§ 18700(a)(2).)
11. Liability of Members and Employees of City. No member of the City and no
other officer, elected official, employee or agent of the City shall be personally liable to
Consultant or otherwise in the event of any default or breach of the City, or for any amount
which may become due to Consultant or any successor in interest, or for any obligations directly
or indirectly incurred under the terms of this Agreement.
12. Indemnity. To the fullest extent permitted by law, Consultant hereby agrees to
defend (by counsel reasonably satisfactory to the City), indemnify, and hold harmless the City, its
officers, elected officials, employees, agents, and volunteers from and against any and all claims,
demands, damages, costs, liabilities, or obligations brought on account of or arising out of any
acts, errors, or omissions of Consultant, its officers, employees, agents, and subcontractors
undertaken pursuant to this Agreement excepting liabilities due to the sole negligence or willful
misconduct of City. The City has no liability or responsibility for any accident, loss, or damage
to any work performed under this Agreement whether prior to its completion and acceptance or
otherwise. Consultant's duty to indemnify and hold harmless, as set forth herein, shall include
the duty to defend as set forth in California Civil Code § 2778. This indemnification obligation
is not limited in any way by any limitation on the amount or type of damages or compensation
payable by or for Consultant under Worker's Compensation, disability or other employee benefit
acts or the terms, applicability or limitations of any insurance held or provided by Consultant and
shall continue to bind the parties after termination/completion of this agreement. This
indemnification shall be regardless of and not in any way limited by the insurance requirements of this
contract. This indemnification is for the full period of time allowed by law and shall survive the
termination of this agreement.
13. Consultant Not an Agent of City. Consultant, its officers, employees and agents
shall not have any power to bind or commit the City to any decision.
14. Independent Contractor. It is expressly agreed that Consultant, in the performance
of the work and services agreed to be performed by Consultant, shall act as and be an
independent contractor and not an agent or employee of City; and as an independent contractor,
Consultant shall obtain no rights to retirement benefits or other benefits which accrue to City's
employees, and Consultant hereby expressly waives any claim it may have to any such rights.
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1208604v1 80078/0012 Revised: 10 /27/10
Exhibit "A"
15. Compliance with Laws.
A. General. Consultant shall use the standard of care in its profession to
comply with all applicable federal, state, and local laws, codes, ordinances, and regulations.
Consultant represents and warrants to City that it has and shall, at its sole cost and expense, keep
in effect or obtain at all times during the term of this Agreement any licenses, permits, insurance
and approvals which are legally required for Consultant to practice its profession. Except as
otherwise allowed by City in its sole discretion, Consultant 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. The City is
not responsible or liable for Consultant's failure to comply with any or all of the requirements
contained in this paragraph.
B. Workers' Compensation. Consultant 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 Consultant certifies that it will comply with such provisions before
commencing performance of the Agreement and at all times in the performance of the
Agreement.
C. Prevailing Wage. Consultant and Consultant's subconsultants (if any)
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 the City's office of the City Clerk.
D. Injury and Illness Prevention Program. Consultant certifies that it is aware
of and has complied with the provisions of California Labor Code § 6401.7, which requires every
employer to adopt 'a written injury and illness prevention program.
E. City Not ResRonsible. City is not responsible or liable for Consultant's
failure to comply with any and all of its requirements under this section and Agreement.
F. Waiver-of Subro ation. Consultant and Consultant's insurance company
agree to waive all rights of subrogation against City,.its officers, elected officials, employees,
agents and volunteers for losses paid under Consultant's workers' compensation insurance policy
which arise from the work performed by Consultant for the City.
16. Confidential Information. All data, documents, discussions or other information
developed or received by or for Consultant in performance of this Agreement are confidential
and not to be disclosed to any person except as authorized by the City, or as required by law.
17. Assignment; Subcontractors; Employees
A. Assignment. Consultant shall not assign, delegate, transfer, or- convey its
duties, responsibilities, or interests in this Agreement or any right, title, obligation, or interest in
or to the same or any part thereof without the City's prior written consent. Any assignment
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1208604vl 80078/0012 Revised: 10 /27/10
Exhibit "A"
without such approval shall be void and, at the City's option, shall immediately cause this
Agreement to terminate.
B. Subcontractors; Employ. Consultant shall be responsible for
employing or engaging all persons necessary to perform the services of Consultant hereunder.
No subcontractor of Consultant shall be recognized by the City as such; rather, all subcontractors
are deemed to be employees of the Consultant, and Consultant agrees to be responsible for their
performance. Consultant shall give its personal attention to the fulfillment of the provisions of
this Agreement by all of its employees and subcontractors, if any, and shall keep the work under
its control. If any employee or subcontractor of Consultant fails or refuses to carry out the
provisions of this Agreement or appears to be incompetent or to act in a disorderly or improper
manner, it shall be discharged immediately from the work under this Agreement on demand of
the Project Manager.
18. Insurance. Without limiting consultant's indemnification provided herein,
Consultant shall comply with the requirements set forth in. Exhibit C to this Agreement.
19. Termination of Agreement; Default.
A. This Agreement and all obligations hereunder may be terminated at any
time, with or without cause, by the City upon 5 -days' written notice to Consultant.
B. If Consultant fails to perform any of its obligations under this Agreement
within the time and in the manner herein provided or otherwise violate any of the terms of this
Agreement, in addition to all other remedies provided by law, City may terminate this Agreement
immediately upon written notice. In such event, Consultant shall be entitled to receive as full
payment for all services satisfactorily rendered and expenses incurred hereunder, an amount
which bears the same ratio to the total fees specified in the Agreement as the services
satisfactorily rendered hereunder by Consultant bear to the total services otherwise required to be
performed for such total fee; provided, however, that the City shall deduct from such amount the
amount of damages, if any, sustained by City by virtue of the breach of the Agreement by
consultant.
C. In the event this Agreement is terminated by City without cause,
Consultant shall be entitled to any compensation owing to it hereunder up to the time of such
termination, it being understood that any payments are full compensation for services rendered
prior to the time of payment.
D. Upon termination of this Agreement with or without cause, Consultant
shall turn over to the City Manager immediately any and all copies of studies, sketches,
drawings, computations, and other data, whether or not completed, prepared by Consultant or its
subcontractors, if any, or given to Consultant or its subcontractors, if any, in connection with this
Agreement. Such materials shall become the permanent property of the City. Consultant,
however, shall not be liable for the City's use of incomplete materials nor for the City's use of
complete documents if used-for other than the project contemplated by this Agreement.
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 it deems necessary due to
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Exhibit "A"
unfavorable conditions or to the failure on the part of the Consultant to perform any provision of
this Agreement. Consultant will be paid for satisfactory Services performed through the date of
temporary suspension.
21. Merger: Amendment. This Agreement constitutes the complete and exclusive
statement of the agreement between the City and Consultant and shall supersede all prior
negotiations, representations, or agreements, either written or oral. This document may be
amended only by written instrument, signed by both the City and Consultant: All provisions of
this Agreement are expressly made conditions.
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 below. Either party may change its
address by notifying the other party of the change of address. Notice shall be deemed
communicated within 72 hours from the time of mailing if mailed as provided in this section.
If to City: City Manager
City of Rohnert Park - City Hall
130 Avram Avenue
Rohnert Park, CA 94928
If to Consultant: North Fork Associates
1167 High St.
Auburn, CA 95603
26. Consultant's Books and Records.
A. Consultant 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 the City and 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.
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1208604v1 80078/0012 Revised: 10 /27/10
Exhibit "A"
B. 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 the City
for inspection when it is practical to do so. Otherwise, unless an alternative is mutually agreed
upon, the records shall be available at Consultant's address indicated for receipt of notices in this
Agreement.
C. The City may, by written request by any of the above -named officers,
require that custody of the records be given to the City and that the records and documents be
maintained in the City Manager's office.
27. Ag[eement Binding. The terms, covenants, and conditions of this Agreement
shall apply to, and shall bind, the heirs, successors, executors, administrators, assigns, and
subcontractors of both parties.
28. Equal Employment Opportunity. Consultant is an equal opportunity employer
and agrees to comply with all applicable state and federal regulations governing equal
employment opportunity. Consultant will not discriminate against any employee or applicant for
employment because of race, age, sex, creed, color, sexual orientation, marital status or national
origin. Consultant 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. Consultant further agrees to post in conspicuous places, available to employees
and applicants for employment, notices setting forth the provisions of this. nondiscrimination
clause.
29. City Not Obligated to Third Parties. The City shall not be obligated or liable for
payment hereunder to any party other than the Consultant.
30. Waiver. No failure on the part of either party to exercise any right or remedy
hereunder shall operate as a waiver of any other right or remedy that party may have hereunder.
31. 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.
32. Exhibits. The following exhibits are attached to this Agreement and incorporated
herein by this reference:
A. Exhibit A: Scope of Work
B. Exhibit B: Fee Schedule
C. Exhibit C: Insurance Certificates
1208604v] 80078/0012 Revised: 10/27/10
Exhibit "A"
33. 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.
34. News Releases/Interviews. All Consultant and subconsultant news releases,
media interviews, testimony at hearings and public comment shall be prohibited unless expressly
authorized by the City.
35. Applicable Law; Venue. This Agreement shall be construed and interpreted
according to California law. 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.
36. Authori Each individual executing this Agreement on behalf of one of the
parties represents that he or she is duly authorized to sign and deliver the Agreement on behalf of
such party and that this Agreement is binding on such party in accordance with its terms.
37. STATEMENT OF ECONOMIC INTEREST. If City determines Consultant
comes within the definition of Consultant under the Political Reform Act (Government Code
§87100), Consultant shall complete and file and shall require any other person doing work under
this Agreement to complete and file a "Statement of Economic Interest" with the Clerk of the
City of Rohnert Park disclosing Consultant and/or such other person's financial interests.
In
1208604v1 80078/0012 Revised: 10/27/10
Exhibit "A"
IN WITNESS WHEREOF, the City and Consultant have executed this Agreement as of the date
first above written.
CITY OF ROHNERT PARK
By:
City Manager
Date:
APPROVED AS TO FORM:
By:
City Attorney
ATTEST:
By:
City Clerk
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CONSULTANT
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Title: 7,r e
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Title:
Date:
1208604v1 80078/0012 Revised: 10 /27/10
Exhibit "A"
EXHIBIT "A"
SCOPE OF WORK
nortk
a
for ssociates
City of Rohnert Park
Contract Planning Services
Scope of Work
North Fork Associates (NFA) proposes to provide contract staffing services to assist the City of
Rohnert Park with the project management and entitlement processing tasks for projects
currently under review at the City. The projects under review include the Northeast Specific
Plan and Northwest Specific Plan. The projects are in differing phases of environmental and
application review. Based.upon review of the project files and discussion with City staff, the
entitlements, current status and anticipated tasks associated with each of the projects are listed
below. In addition; NFA proposes to provide current and advanced planning services as
requested by the Planning and Building Manager.
Northeast Specific Plan (NESP)
Requested entitlements:
• Annexation
• General Plain Amendment
■ Prezoning
• Specific Plan
■ Final Development Plan
■. Environmental Impact Report
■ Development Agreement.
StatuslTasks:
NESP applicants have updated proposals to address issues raised in the environmental review
Exhibit "A"
process and revised several plan components and studies to address City concerns. As directed
by the Planning and Building Manager, NFA will prepare General Plan amendment exhibits,
complete Specific Plan edits and review and /or edit other applications. NFA will provide
direction on behalf of the City to ESA to prepare and submit the screencheck FOR and complete
the FEIR. Assist Planning and Building Manager in review of outstanding application items
and plans toward completion of the Specific Plan and EIR process and preparation for public
hearings - draft and final staff reports and exhibits, hearing noticing, and presentation
materials.
Northwest Speck Plan (NWSP)
Requested entitlements:
■ Specific Plan
■ Environmental Impact Report
Status/Tasks:
The City has solicited proposals to prepare the Northwest Specific Plan. NFA will assist
Development Services staff in the review and recommendation of selected consultant to the City
Council. As directed by the Planning and Building Manager, NFA will work with the selected
consultant to support Specific Plan preparation.
Biological Resources studies on the following sites:
■ Dowdell Avenue Extension (south of Business Park Drive)
■ Golf Course Drive West (Wilfred Avenue)
NFA Scope of Services
NFA's Principal Planner, Cathy Spence -Wells and other NFA staff as necessary will assist City
staff with the application processing and EIR preparation management for the specific plan and .
planned development projects outlined above and with any other current and advanced
planning tasks as assigned by the Planning and Building Manager.
Ms. Spence -Wells will be the principal contact for communications with City staff, the
applicants, and the EIR consultants. She will ensure that all parties are kept informed and on
schedule with the work program and deliverables. She will consult City staff through every
phase of the CEQA and development review processes; and will promptly relate the relevant
information to appropriate parties to ensure accuracy and internal consistency.
Specific Plans/Planned Developments
Throughout the development review process, NFA will act as a "clearinghouse" for all
environmental documents, technical reports, correspondence, and scheduling /coordination of
meetings required to take the projects through the public hearing and EIR certification process.
NFA's proposed scope of work-would include, but not be limited to, the following tasks:
• . EIR Preparation and Management Provide oversight and direction to applicants and
environmental consultants throughout completion of the EIR process, serving as
Exhibit "A"
primary contact between the City, the applicant and EIR consultant. NFA will review
environmental documentation completed to date and comment on the environmental
documents on behalf of the Planning Division. NFA will also compile all EIR review
comments completed by the various City departments and assist with the
interdepartmental coordination of EIR - related comments as needed. Take primary role
in oversight and management of the EIR preparation; ensure routing of submittals to the
appropriate departments and agencies; and provide EIR status/ schedule updates.
Ensure departmental files provide a legally - adequate EIR administrative record. For
other applications complete or review environmental documentation to ensure
compliance with CEQA and other state regulations. -
Application Coordination Assist staff in ongoing processing and management of the
applications; update and organize all project files; review and comment on all project
submittals; and be responsible for scheduling regular meetings on an individual and
group basis between City staff, applicant and other agencies as needed to ensure steady
progress of the application processing. This would include communication and
coordination with each of the City departments and agencies in a manner that will
provide consistent responses and direction to the project applicant.
■ DeveIopment Agreement Provide support to City staff with Development Agreement
negotiations and completion of draft DAs.
■ Staff Report Preparation Prepare staff reports for Planning Commission and City Council
hearing, conditions of approval and findings, as directed by. the Planning and Building
Manager.
■ Public Hearing PLgatation Prepare public presentation materials, including staff reports
and exhibits for the Planning Commission and City Council hearings.
• Annexation Prepare annexation applications and coordinate process through LAFC4.
■ Project Implementation Review and provide input on all supporting plans, programs and
actions to ensure that the project is consistent with City policies and environmental
mitigation requirements. Coordinate update of Specific Plan, General. Plan Diagram
and Zoning Map to reflect final decision on project.
Current and Advanced Planning Services
Upon request by City Planning and Building Manager, North Fork Associates staff will provide
current and advanced planning contract services. These services can assist staff with processing
project applications, environmental review, staff report preparation, project implementation
and advance planning project support.
Schedule and Costs
Charges for work completed under this scope of services will be billed according to North Fork
Associates' revised fee schedule which reflects a 5% hourly rate reduction for the Planning staff.
Charges are not to exceed $75,000.00. As the time to complete the tasks associated with these
projects is unknown and will vary by project, NFA proposes to complete tasks on a time and
materials basis.
EXHIBIT "B"
FEESCHEDULE
Revised Fee Schedule for City of Rohnert Park
Title Hourly Rate
PLANNING
NATURAL RESOURCES
PROJECT SUPPORT
Exhibit "A"
Principal Planner
137.75
Planning Manager
123.50
Senior Planner
114.00
Associate Planner
94.25
Assistant Planner
71.25
Resource Specialist
85.50
Senior Biologist
120.00
Associate Biologist
95.00
Assistant Biologist
75.00
Field Technician
60.00
CAD /GIS/Mapping Specialist 85.00
Graphics Technician 70.00
Project Administrator 85.00
Project Editor 85.00 .
Word ProcessinglProduchon/Admin Support 55.00
REIMBURSABLE EXPENSES
Subcontractors and direct, non -salary costs associated with document production, reproduction,
distribution, and project communications include a 10% administration charge.
Mileage is charged at the IRS approved rate.
Exhibit "A"
EXHIBIT C
INSURANCE REQUIREMENTS for Consultant Services Agreement
Prior to the beginning of and throughout the duration of the Work, Consultant will maintain insurance in
conformance with the requirements set forth below. Consultant will use existing coverage to comply with
these requirements. If that existing coverage does not meet the requirements set forth here, Consultant
agrees to amend, supplement or endorse the existing coverage to do so. Consultant acknowledges that
the insurance coverage and policy limits set forth in this section constitute the minimum amount of
coverage required. Any insurance proceeds available to City in excess of the limits and coverage
required in this agreement and which is applicable to a given loss, will be available to City.
Consultant shall provide the following types and amounts of insurance:
General Liability Insurance using Insurance Services Office "Commercial General Liability" policy form
CG 00 01 or the exact equivalent. Defense costs must be paid in addition to limits. There shall be no
cross liability exclusion for claims or suits by one insured against another: Limits are subject to review
but -in no event less than $2,000,000 (Two Million Dollars) per occurrence.
Business Auto Coverage on ISO Business Auto Coverage form CA 0001 including symbol 1 (Any Auto)
or the exact equivalent. Limits are subject to review, but in no event to be less than $2,000,000 (Two
Million Dollars) per accident. If Consultant owns no vehicles, this requirement may be satisfied by a non-
owned auto endorsement to the general liability policy described above. If Consultant or Consultant's
employees will use personal autos in any way on this project, Consultant shall provide evidence of
personal auto liability coverage for each such person.
Workers Compensation on a state - approved policy form providing statutory benefits as required by law
with employer's liability limits no less than $1,000,000 (One Million Dollars) per accident or disease.
Excess or Umbrella Liability Insurance (Over Primary) if used to meet limit requirements, shall provide
coverage at least as broad as specified for the underlying coverages. Any such coverage provided under
an umbrella liability policy shall include a drop down provision providing primary coverage above a
maximum $25,000 self-insured retention for liability not covered by primary but covered by the
umbrella. Coverage shall be provided on a "pay on behalf' basis, with defense costs payable in addition
to policy limits. Policy shall contain a provision obligating insurer at the time insured's liability is
determined, not requiring actual payment by the insured first. There shall be no cross liability exclusion
precluding coverage for claims or suits by one insured against another. Coverage shall be applicable to
City for injury to employees of Consultant, subconsultants or others involved in the Work. The scope of
coverage provided is subject to approval of City following receipt of proof of insurance as required
herein. Limits are subject to review but in no event less than $2,000,000 (Two Million Dollars) per
occurrence.
Professional Liability or Errors and Omissions Insurance as appropriate shall be written on a policy form
coverage specifically designed to protect against acts, errors or omissions of the consultant and "Covered
Professional Services" as designated in the policy must specifically include work performed under this
agreement. The policy limit shall be no less than $1,000,000 (One Million Dollars) per claim and in the
aggregate. The policy must "pay on behalf of the insured and must include a provision establishing the
insurer's duty to defend. The policy retroactive date shall be on or before the effective date of this
.agreement.
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I208604v3 80078/0012 Revised: 10/27/10
Exhibit "A"
Insurance procured pursuant to these requirements shall be written by insurers that are admitted
carriers in the state of California and with an A.M. Bests rating of A- or better and a minimum financial
size M.
General conditions pertaining to provision of insurance coverage by Consultant. Consultant and City
agree to the following with respect to insurance provided by Consultant.
1. Consultant agrees to have its insurer endorse the third party general liability coverage required
herein to include as additional insureds the City, its officers, elected officials, employees, agents,
and volunteers using standard ISO endorsement No. CG 20 10 or an approved equivalent. If
completed operations coverage is excluded, the policy must be endorsed to include such coverage.
Consultant also agrees to require all contractors, and subcontractors to do likewise.
2. No liability insurance coverage provided to comply with this Agreement shall prohibit Consultant,
or Consultant's employees, or agents, from waiving the right of subrogation prior to a loss.
Consultant agrees to waive subrogation rights against City regardless of the applicability of any
insurance proceeds, and to require all contractors and subcontractors to do likewise.
3. The worker's compensation policy is to be endorsed with a waiver of subrogation. The insurance
company, in its endorsement, agrees to waive all rights of subrogation against the City,.its officers,
elected officials, employees, agents, and volunteers for losses paid under the terms of this policy
which arise from the work performed by the named insured for the City.
4. All insurance coverage and limits provided by Contractor and available or applicable to this
agreement are intended to apply to the full extent of the policies. Nothing contained in this
Agreement or any other agreement relating to the City or its operations limits the application of
such insurance coverage.
S. None of the coverages required herein. will be in compliance with these requirements if they
include any limiting endorsement of any kind that has not been first submitted to City and
approved of in writing.
6. No Iiability policy shall contain any provision or definition that would serve to eliminate so- called
"third party action aver" claims, including any exclusion for bodily injury to an employee of the
insured or of any contractor or subcontractor.
7. All coverage types and limits required are subject to approval, modification and additional
requirements by the City, as the need arises. Consultant shall not make any reductions in scope of
coverage (e.g. elimination of contractual liability or reduction of discovery period) that may affect
City's protection without City's prior written consent.
8. Proof of compliance with these insurance requirements, consisting of certificates of insurance
evidencing all of the coverages required and an additional insured endorsement to Consultant's
general liability policy, shall be'delivered to City at or prior to the execution of this Agreement. In
the event such proof of any insurance is not delivered as required, or in the event such insurance is
canceled at any time and no replacement coverage is provided, City has the right, but not the duty,
to obtain any insurance it deems necessary to protect its interests under this or any other agreement
(13]
1208604v1 80078/0012 Revised: 10/27/10
Exhibit "A"
and to pay the premium. Any premium so paid by City shall be charged to and promptly paid by
Consultant or deducted from sums due Consultant, at City option.
9. Certificate(s) are to reflect that the insurer will provide 30 days notice to City of any cancellation
of coverage. Consultant .agrees to require its insurer to modify such certificates to delete any
exculpatory wording stating that failure of the insurer to mail written notice of cancellation
imposes no obligation, or that any party will "endeavor" (as opposed to being required) to comply
with the requirements of the certificate.
10. It is acknowledged by the parties of this agreement that all insurance coverage required to be
provided by Consultant or any subcontractor, is intended to apply first and on a primary, non-
contributing basis in relation to any other insurance or self insurance available to City.
11. Consultant agrees to ensure that subcontractors, and any other party involved with the project who
is brought onto or involved in the project by Consultant, provide the same minimum insurance
coverage required of Consultant. Consultant agrees to monitor and review all such coverage and
assumes all responsibility for ensuring that such coverage is provided in conformity with the
requirements . of this section. Consultant agrees that upon request, all agreements with
subcontractors and others engaged in the project will be submitted to City for review.
12.- Consultant agrees not to self - insure or to use any self - insured retentions or deductibles on any
portion of the insurance required herein and further agrees that it will not allow any contractor,
subcontractor, Architect, Engineer or othefentity or.person in any way involved in the performance
of work on the project contemplated by this agreement to self-insure its obligations to City. If
Consultant's existing coverage includes a deductible or self - insured retention, the deductible or
self - insured retention must be declared to the City. At that time the City shall review options with
the Consultant, which may include reduction or elimination of the deductible or self-insured
retention, substitution of other coverage, or other solutions.
13. The City reserves the right at any time during the term of the contract to change the amounts and
types of insurance required by giving the Consultant ninety (90) days advance written notice of
such change. If such change results in substantial additional cost to the Consultant, the City will
negotiate additional compensation proportional to the increased benefit to City.
14. For purposes of applying insurance coverage only, this Agreement will be deemed to have been
executed immediately upon any party hereto taking any steps that can be deemed to be in
furtherance of or towards performance of this Agreement.
15. Consultant acknowledges and agrees that any actual or alleged failure on the part of City to inform
Consultant of non - compliance with any insurance requirement. in no way imposes any additional
obligations on City nor does it waive any rights hereunder in this or any other regard.
16. Consultant will renew the required coverage annually as long as City, or its employees or agents
face an exposure from operations of any type pursuant to this agreement. This obligation applies
whether or not the agreement is canceled or terminated for any reason. Termination of this
obligation is not effective until City executes.a written statement to that effect.
[14]
1208604v] 80078/0012 Revised: 10 /27/10
Exhibit "A"
17. Consultant shall provide proof that policies of insurance required herein expiring during the term of
this Agreement have been renewed or replaced with other policies providing at least the same
coverage. Proof that such coverage has been ordered .shall be submitted prior to expiration. A
coverage binder or letter from Consultant's insurance. agent to this effect is acceptable. A certificate
of insurance and/or additional insured endorsement as required in these specifications applicable to
the renewing or new coverage must be provided to City within five days of the expiration of the
coverages.
18. The provisions of any workers' compensation or similar act will not limit the obligations of
Consultant under this agreement. Consultant expressly agrees not to use any statutory immunity
defenses under such laws with respect to City, its officers, elected officials, employees, agents, and
volunteers.
19. Requirements of specific coverage features or limits contained in this section are not intended as
limitations on coverage, limits or other requirements nor as a waiver of any coverage normally
provided by any given policy. Specific reference to a given coverage feature is for purposes of
clarification only as it pertains to a given issue, and is not intended by any party or insured to be
limiting or all- inclusive.
20. These insurance requirements are intended to be separate and distinct from any other provision in
this agreement and are intended by the parties here to be interpreted as such.
21. The requirements in this Section supersede all other sections and provisions of this Agreement to
the extent that any other .section or provision conflicts with or impairs the provisions of this
Section.
22. Consultant agrees to be responsible for ensuring that no contract used by any party involved in any
way with the project reserves the right to charge - City or Consultant for the cost of additional
insurance coverage required by this .agreement. Any such provisions are to be deleted with
reference to City. It is not the intent of City to reimburse any third party for the cost of complying
with these requirements. There shall be no recourse against City for payment of premiums or other
amounts with respect thereto.
23. Consultant agrees to provide immediate notice to City of any claim or loss against Consultant
arising out of the work performed under this agreement. City assumes no obligation or liability by
such notice, but has the right (but not the duty) to monitor the handling of any such claim or claims
if they are likely to involve City.
f 15)
1208604v1 80078/0012 Revised: 10 /27/10
CERTIFICATE OF CONSULTANT
I HEREBY CERTIFY that I am the
duly authorized representative of the firm of A
whose address is %%t, -7
neither I nor the above firm I herWrepresent has:
FRAM
Exhibit "A"
and a
I that
a) Employed or retained for a commission, percentage, brokerage, contingent
fee, or other consideration, any firm or person (other than a bona fide
employee working solely for rare or the above consultant) to solicit to
secure this Agreement.
b) Agreed, as an express or implied condition for obtaining this contract, to
employ or retain the services of any firm or person in connection with
carrying out the Agreement; or
c) Paid, or agreed to pay, to any firm, organization or person (other than a
bona fide employee working solely for me or the above consultant) any
fee, contribution, donation, or consideration of any kind for, or in
connection with, procuring or carrying out the Agreement;
Except as here expressly stated (if any);
I acknowledge that this certificate is subject to applicable State and Federal laws, both
criminal and civil.
s; r . —1
Date
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