2012/06/12 City Council Resolution 2012-57RESOLUTION NO. 2012- 57
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ROHNERT PARK
APPROVING THE INTERGOVERNMENTAL SHARED SERVICES AGREEMENT
FOR MATRIAL TESTING AND INSPECTION SERVICES BETWEEN THE CITY OF
ROHNERT PARK AND THE COUNTY OF SONOMA AND AUTHORIZING THE
CITY MANAGER TO EXECUTE THE SAID AGREEMENT
WHEREAS, the City and County have determined it to be in their mutual best interests
to share services when it would result in a cost savings to the City and the County; and
WHEREAS, the City and County have identified certain services that if shared will
provide a cost savings to both parties, including project inspection services, laboratory and field
services involving sampling and testing of construction materials for contract compliance, and
miscellaneous engineering analysis related to the expertise of materials laboratory staff, and
WHEREAS, City periodically has need of the types of services performed by County's
materials lab and construction inspection services and desires to be able to utilize County for
these services on an as needed basis; and
WHEREAS, County is prepared to provide the services identified in this Agreement —
provided that County has the capacity and sufficient manpower at the time City requests such
services — upon the terms and conditions provided herein; and
WHEREAS, this Agreement does not commit County to providing any of the services
identified in this Agreement to City. County may refuse to provide services requested by City
pursuant to this Agreement at any time, and City may choose to utilize third parties to provide
services instead of requesting services pursuant to this Agreement; and,
WHEREAS, this Agreement does not commit either the City or the County to providing
any of the services identified in this Agreement to the other party. Either party may refuse to
provide services requested by the other party pursuant to this Agreement at any time, and either
party may choose to utilize third parties to provide services instead of requesting services
pursuant to this Agreement; and
WHEREAS, City and County are prepared to provide the services identified in the
attached Exhibits "A," and `B" of this Agreement on the terms and conditions provided herein;
NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Rohnert
Park hereby approves the Intergovernmental Shared Services Agreement between the City of
Rohnert Park and the County of Sonoma; and
BE IT FURTHER RESOLVED that the City Manager is hereby authorized and
directed to execute the said agreement for and on behalf of the City of Rohnert Park in
substantially similar form to the attached contract: is further authorized to delegate to his
designee approval authority for payments for services rendered under this agreement.
DULY AND REGULARLY ADOPTED this 12`h day of June, 2012.
AHANOTU:�_ BELFORTE: J- CALLINAN: � STAFFORD: &/'�-_ MACKENZIE:
AYES: (. j ) NOES: ( C) ) ABSENT: ( (D ) ABSTAIN: ( o )
INTERGOVERNMENTAL SERVICE AGREEMENT
BETWEEN
THE COUNTY OF SONOMA
AND
THE CITY OF ROHNERT PARK
This agreement ( "Agreement "), dated as of ( "Effective Date ") is by
and between the County of Sonoma, a political subdivision of the State of California (hereinafter
"County "), and the City of Rohnert Park, a municipal corporation form under the laws of the
State of California (hereinafter "City"). City and County may be in aIE)y or collectively
referred to herein as a "party" or the "parties, respectively.
RECITALS
WHEREAS County operates a materials laboratory a onstruction inspec p I ffice that
perform certain services, including project inspecti .. ervices, aboratory and i:= - " e .,,ices
involving sampling and testing of construction m for co ct compliance,
miscellaneous engineering analysis related to the expe . f fe Is laborato'taff, and,
WHEREAS, City periodically has need l g he types of servi erformed by County's materials
lab and construction inspection services ais es to be able t ize County for these services
on an as needed basis, and
WHEREAS, County is prepared to provide th e es i T in this Agreement — provided
that County has the capa ' fficient man er at the e City requests such services —
upon the terms and co . ions p °, ed herein.
WHEREAS, this Agree_ oes . , t commit Cou to providing any of the services identified
in this Agreeme o City. ovide services requested by City pursuant to
this Agree : e, an may c o ° e to utilize third parties to provide services
instead equesting pur' • to this Agreement; and,
NOW, 7 M.
KEFORE, in co
contained VS�
I . SC
:iox�f the foregoing recitals and the mutual covenants
agree as follows:
AGREEMENT
1.1 Services Offered. Subject to having sufficient capacity and available manpower
to perform any requested services, County agrees, upon receipt of a written request from City as
provided in Section 1.2 below, to offer to City the services described in Exhibit "A, attached
hereto and incorporated herein by this reference (hereinafter "Services ").
1.2 Request & Provision of Services City may request that Services be rendered
pursuant to this Agreement by presenting a written request for Services to County. All requests
Be
must be approved in writing by an authorized County representative, and County shall not be
obligated to perform any Services unless and until a request has been approved and executed as
provided hereinafter. The Services being requested and the time for completion of the Services
(hereinafter "Scope of Services ") shall be clearly identified in the written request. County may
deny a Scope of Services and refuse to provide Services to City for any reason. No Services
shall be provided until the Scope of Services is signed by both parties. Neither party guarantees
a minimum or maximum amount of Services that it will request or provide pursuant to this
Agreement.
1.3 Non - Exclusivity. This Agreement does not precluded e City from hiring
third parties to perform Services or using its own facilities, equip t and personnel to perform
Services, or (ii) County from entering additional agreements t orf Services for third
parties. City retains its discretion to decide if and when to plaa req e:. - or Services with
County, and nothing in this Agreement shall be construe ds refiring Ci -. request Services
from County. County retains its discretion to decide i.% nd wen to accept a > est for Services
from City, and nothing in this Agreement shall be strued asiequiring Coun c pt a
request for Services from City.
2. CONTACT INFORMATION AND HOURS OF Z X TION.
County's Materials Lab is located at2688
Construction Inspection Office is located a
CA 95403. Contact information and hours
in Exhibit "A," attached hereto and incorpoi
this Exhibit may be upda -. ct any c
operation stated therei _ .
3. CHARGES
a Avenue, San osa, CA 95403 and County's
ty Center Suite B -100, Santa Rosa,
oper Coun s Materials Lab are provided
-a in Terence. From time to time,
zan to the co ct information or hours of
3.1 All n es perfo Whereunder, shall be invoiced and paid on a time
and mat. 1 /expense ; in acc ce with the rates set forth in Section 3.2 herein. County
shall Mce City within 1- (30) � f the completion of the Services covered by the Scope
of Servi Unless otherw eques by City, in the event County accepts multiple Scopes of
Services in � endar month unty may elect to instead provide one invoice to City for all of
the Services p. ed within alendar month. City shall remit payment to County within thirty
(30) days of City eil a approval of an invoice.
3.2 Bill in Rates. All expenses, including labor, materials, vehicle mileage,
testing expendables, overhead, and third -party charges, shall be charged to City at direct cost
based on County's established rates at the time such Services are performed. County's rates are
established each fiscal year and are subject to change. County's current rates for the Services are
set forth in Exhibit "A," attached hereto and incorporated herein by this reference. County
agrees to notify City of any changes in the rates for the Services in a timely manner.
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4. AGREEMENT ADMINISTRATION & DISPUTE RESOLUTION.
4.1 Authori ty to Act Under This Agreement All action pursuant to this Agreement
requiring approval of or agreement by "City" may be authorized by the City's Deputy City
Engineer, Patrick Barnes, or a duly authorized delegate ( "authorized City representative "). All
action pursuant to this Agreement requiring approval of or agreement by "County" may be
authorized by County's Director of Transportation and Public Works, or a duly authorized
delegate, as long as such decisions or actions are within the authority delegated to the Director
by the Sonoma County Board of Supervisors ("authorized County repr entative "). For the
purposes of approving a written requests for Services pursuant to Se. n Q above, the Director
hereby delegates such authority to the individuals identified in Sep; n II of Exhibit "A."
4.2 Problem Resolution and Dispute Process If ay tim isagreement or
problem should arise concerning the operation of this A ierit, the pa'T gree that the
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dispute will be resolved at the division manager level �$in County and Ci espective
f-
organizations. If the appropriate City representati,ve` d the C unty represents aregunable to
resolve the problem within 30 days, the matter shalf bmitte , o the City Manaeand the
Director of Transportation and Public Works or their r sib ti e , nees.
INDEMNIFICATION.
Each party shall indemnify, defend, protec less, and re he other, and any and all
of its officers, agents, and employees, from d aga and al aims, suits, losses,
proceedings, damages, causes of action, liabil , c s, o (including attorneys' fees and
costs, witness costs, c
consequence of, or ar
Agreement by the i "
party is legally liable,
This indemnific n
or type of
compen
QA ion acts, di
prov urvives the A
occurrin result of the
The provisi f this sectic
negligence or • 1 acts or
officials, employ d age
6. INSURANCE.
erest, and d se costs) ere the same arise out of, are a
tributable toffi, whole or in part, the performance of this
or by any in t 'vi al or entity for which the indemnifying
t limited to o:> ers, agents, employees or sub - contractors.
xe in any way by any limitation on the amount
payab e r for the indemnifying party under workers'
cts, or other employee benefit acts. This indemnity
visions of this section do not apply to claims
li ce of the party which would otherwise be indemnified.
not release either party from liability arising from its gross
ins or the gross negligence or willful acts or omissions of its
Each party shall be responsible for maintaining the insurance specified in attached Exhibit D
either through a program of insurance or self - insurance or any combination thereof.
TERM OF AGREEMENT.
This Agreement shall commence on the Effective Date and shall have an initial term of three (3)
years unless terminated earlier in accordance with the provisions of Section 8 below. The parties
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may mutually agree in writing to extend the term of this Agreement for one (1) additional three -
year term at any time prior to its expiration or termination. Any such extension shall be upon the
same terms and conditions set forth herein.
8. TERMINATION.
8.1 Termination Without Cause. Notwithstanding any other provision of this Agreement,
at any time and without cause, either party shall have the right, in its sole discretion, to terminate
this Agreement by giving thirty (30) days written notice to the other vaz*v.
�.
8.2 Termination for Cause. Notwithstanding any other pr %, ion
should a party fail to perform any of its material obligations he • n
of the terms of this Agreement, the other party, in addition toy othe
immediately terminate this Agreement by giving the non r .. =pliant party
termination, stating the reason for termination.
8.3 Completion of
if either party terminates the Agreement pursuant to th' ecti
Services for which a Scope of Services has already been
this Agreement and the Scope of Servic nless City agree
from providing any further Services state Scope of Sei
Agreement by either party, County shall b n > . eceive
satisfactorily rendered and expenses incurre ereu u;
termination. In the event City releases Coun ro ; rov
of this Agreement,
otherwise violate any
kedies, may
en notice of such
The pM W agree that
will complete any
in accordance with the terms of
riting that County is released
Up n termination of this
ill ent for all services
a : until the final date of
ther Services under any
IND
LIES.
9.1 Each par7ed nd shall at all times remain a wholly independent agency and nothing
herein shall be cons t r is intended to make either party an officer, employee or agent of the
other party. Neither party shall have the authority to bind the other party in any manner, nor to
incur any obligation, debt or liability of any kind on behalf of or against the other party, whether
by contract or otherwise, unless such authority is expressly conferred under this Agreement or is
otherwise expressly conferred in writing by the other party.
9.2 The personnel performing the Services under this Agreement on behalf of City shall
at all times be under City's exclusive direction and control, and the personnel performing the
M
Services under this Agreement on behalf of County shall at all times be under County's
exclusive control. Neither party, nor any elected or appointed boards, officers, officials,
employees or agents of the party, shall have control over the conduct of the other party or any of
the other party's officers, employees, or agents except as set forth in this Agreement. Neither
party shall at any time or in any manner represent that the other party or any of the other party's
officers, employees, or agents are in any manner officials, officers, employees or agents of the
other party.
9.3 None of County's officers, employees or agents shall obtai ny rights to retirement,
health care or any other benefits which may otherwise accrue to Cit yees. None of
City's officers, employees or agents shall obtain any rights to reti -: : ent, health care or any other
benefits which may otherwise accrue to County's employees.
10. ADDITIONAL DOCUMENTS AND AGREEM>75
The parties agree to cooperate in the execution of ,, additional documents or deem is that
may be required to carry out the terms of this Air t..
11. AGREEMENT CONTROLLING.
In the event of a conflict between the
the provisions of the body of the Agri
12. NOTICES.
Whenever notice is
City of Rohnert Park:
City Manager
130 Avra n
Rohne ' rk. CA 94.
notice HUl be
the body o
and the Exhibits,
it shall `l given in writing to the parties as follows:
'�ffvbunty of Sonoma:
Director of Transportation and Public Works
2300 County Center Dr. B -100
Santa Rosa, CA 95403
served as follows:
(a) If ;ce, bill or : -yment is given by a generally recognized overnight courier
servic notic ill or payment shall be deemed received on the next business day.
(b) When a notice, bill or payment is sent by facsimile or email, the notice, bill
or payment .:alt be deemed received upon transmission as long as (1) the original
copy of th notice, bill or payment is promptly deposited in the U.S. mail and
postmarked on the date of the facsimile or email (for a payment, on or before the due
date), (2) the sender has a written confirmation of the facsimile transmission or email,
and (3) the facsimile or email is transmitted before 5 p.m. (recipient's time).
(c) In all other instances, notices, bills and payments shall be effective upon receipt by
the recipient.
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Changes may be made in the names and addresses of the person to whom notices are to be given
by giving notice pursuant to this Section 12.
13. ASSIGNMENT /DELEGATION.
Neither party hereto shall assign, delegate, sublet, or transfer any interest in or duty under this
Agreement without the prior written consent of the other, and no such transfer shall be of any
force or effect whatsoever unless and until the other party shall have so consented.
14. NON - DISCRIMINATION.
County and City shall comply with all applicable federal, state�aa r:', laws, rules, and
regulations in regard to nondiscrimination in employment bee... 'se of ',. color, ancestry,
national origin, religion, sex, marital status, sexual orient,. age, medi , :ondition (including
AIDS or HIV), handicap, or other prohibited basis. Alondiscrimination rue regulations
required by law to be included in this Agreement a. ; eemed incorporated by t gftence.
15. AMENDMENT.
Changes to this Agreement may be auth. ed only by writte endment, signed by both the
Rohnert Park City Counsel and the Sono < ty Board of isoi:s.
16. CONSENT
Wherever in this Agree sent or app : al of one py is required to an act of the
other party, such cons - or app shall notb unreasonably withheld or delayed.
17. ENTIRE A
This yAgre expf t he I a cond exc
ProdeduNma, on 1856. r
written, any party
rates and = formati,
effective unless a
The Department of
execute minor amend
written modifications
18. WAIVER
the N hed ExIubUg "A" and "B," is intended both as the final
it be the parties hereto with respect to the included terms and as
ment erms of the Agreement, pursuant to Code of Civil
temen , representations or other Agreements, whether oral or
h are not embodied herein shall be valid and binding. Except for
n ecifed in Exhibits A, no modification of this Agreement shall be
modification is evidenced by a writing signed by both parties.
nation and Public Works, in consultation with County Counsel, may
on behalf of County. The parties agree that this requirement for
t be waived and that any attempted waiver shall be void.
Waiver by any party to this Agreement of any term, condition, or covenant of this Agreement
shall not constitute a waiver of any other term, condition, or covenant. Waiver by any party of
any breach of the provisions of this Agreement shall not constitute a waiver of any other
provision nor a waiver of any subsequent breach or violation of any provision of this Agreement.
W
Acceptance by either party of any Services by the other party shall not constitute a waiver of any
of the provisions of this Agreement.
19. EXCUSABLE DELAYS
County shall not be liable for damages, including liquidated damages, if any, caused by delay in
performance or failure to perform due to causes beyond the control of County. Such causes
include, but are not limited to, acts of God, acts of the public enemy, acts of federal, state or local
governments not parties to this Agreement, court orders, fires, floods, e *demics, strikes,
embargoes, and unusually severe weather.
20. APPLICABLE LAW; VENUE
This Agreement shall be construed and interpreted accord to he subs e law of California,
regardless of the law of conflicts to the contrary in an ll n ic`tion. Any ac - o enforce the
terms of this Agreement or for the breach thereof sha be brought and tried in o a or the
forum nearest to the City of Santa Rosa, in the Coffin , a Sono ,
21. CONSTRUCTION /SEVERABILITY
To the fullest extent allowed by law, the
given effect in a manner that avoids any vi ,
term, condition or covenant of this Agreeme
competent jurisdiction to be invalid, void or
Agreement shall not be a - - , - reby and
the invalid, void or u orceab . vision)
contributed to the f this eement
interpretation of this Ag nt, t . angua�
one party in fav f the of a
opportune th co in the ne
M = �;._® .
o s of this AgrF = V,, all be construed and
t , atute, ordina egulation, or law. If any
is de : e determined by any court of
u of , eab , . aining provisions of this
th greement T 11 be read and construed without
s). e parties acknowledge that they have each
andtlwj the event of a dispute over the
;e of th greement . will not be construed against
edge that they have each had an adequate
go ation and preparation of this Agreement.
Nothing cod � ed in this A ' ment shall be construed to create and the parties do not intend to
create any rig . third r - �. .
23. CAPTIO
The captions in this Agreement are solely for convenience of reference. They are not a part of
this Agreement and shall have no effect on its construction or interpretation.
THIS SPACE INTENTIONALLY LEFT BLANK—
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