2013/05/28 City Council Resolution 2013-085RESOLUTION NO. 2013 -085
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ROHNERT PARK
AUTHORIZING AND APPROVING AN AGREEMENT WITH URS CORP
FOR DESIGN AND IMPLEMENTATION OF TRAFFIC SIGNAL COORDINATION OF
ROHNERT PARK EXPRESSWAY AND GOLF COURSE DRIVE CORRIDORS
WHEREAS, the City of Rohnert Park Municipal Code Title 3 Chapter 3.04 provides that
the city's purchasing functions shall be governed by the city's purchasing policy; and
WHEREAS, consistent with City of Rol-inert Park Purchasing Policy Section 3.6.6D, staff
set forth to identify a qualified consultant /design team that can assist the City with the design and
implementation of the Project; and
WHEREAS, one of the City strategic plan objectives is to coordinate traffic signals along
Rohnert Park Expressway; and
WHEREAS, the Graton Rancheria Casino is scheduled to open November 1, 2013, which
will add vehicular traffic to city streets; and
WHEREAS, to accommodate that additional traffic, the City anticipates the need to
improve the operation of traffic signals along the City cross town corridors of Rohnert Park
Expressway and Golf Course Drive, and
WHEREAS, the City staff chose URS for an award of contract due to their experience
and expertise in this particular type of work; and
WHEREAS, on May 28, 2013, a duly noticed public meeting was held on the approval of
an agreement with URS for the work; and
WHEREAS, the City Council determined that the Project is exempt from the
requirements of the California Environmental Quality Act (CEQA) pursuant to Section 15301(C)
of the CEQA Guidelines because the project consists of the minor alteration of existing public
structures and facilities (traffic signals) and involves no expansion of use.
NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Rohnert
Park as follows:
1. The above recitals are true and correct and are hereby incorporated into this Resolution as
findings of the City Council of the City of Rohnert Park.
2. In making its findings the City Council relied upon and hereby incorporates by reference
all of the bid materials, correspondence, staff reports and all other related materials.
3. An agreement by and between URS Corp and the City of Rohnert Park, a municipal
corporation, is hereby authorized and approved for design and implementation of traffic
signal coordination of cross town connectors; Rohnert Park Expressway and Golf Course
Drive.
2013 -085
4. 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 28`x' day of May, 2013.
19
ATTEST:
�,rrF�r rAA._ CITY OF ROHNERT PARK
r`J Anne Buergler, City Clerk
Pam Stafford, Mayor
Attachments: Exhibit A, agreement
AHANOTU: AYE BELFORTE: ABSENT MACKENZIE: AYE CALLINAN: AYE STAFFORD: AYE
AYES: (4) NOES: (0) ABSENT : (1) ABSTAIN: (0)
2013 -085
2
City of Rohnert Park
130 Avram Ave.
Rohnert Park, CA 94928
DESIGN PROFESSIONAL SERVICES AGREEMENT
RE: TRAFFIC SIGNAL COORDINATION, TRAFFIC ANALYSIS
AND IMPLEMENTATION FOR ROHNERT PARK EXPRESSWAY
AND GOLF COURSE DRIVE WITH U
THIS AGREEMENT is entered into as of the 28"' day
OF ROHNERT PARK ( "City "), a California municip�
( "Design Professional "), a California corporation.
WHEREAS, City desires to obtain traffic
signal timing and coordination; and
",
WHEREAS, Design Pro
skilled and able to provide such
WHEREAS, Ci
provide the services de
NOW, THER
deter t om time]
�i����
of�%,", and Schedule
F�
and between the CITY
, Ir1RS Corporation,
,10
G
ces in connection. with traffic
represent e City that Design Professional is
11 Section this Agreement; and
retain purWffnt to this Agreement to
,ction 1
AGREE AS FOLLOWS:
Subject to su'6 policy direction and approvals as the City may
F Professional shall perform the services set out in the "Scope
1 fol in a attached hereto as Exhibit A.
2 M ' Time of PerU lance. The services of Design Professional are to commence upon
receipt of a %pn notice to ceed from City, but in no event prior to receiving a fully
executed agree from nd obtaining and delivering the required insurance coverage, and
satisfactory eviden'� to City. The services of Design Professional are to be completed
not later than Dece , 2013. Design Professional shall perform its services in accordance
y
with the schedule set o't 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 Payment.
A. Compensation. The compensation to be paid to Design Professional,
including both payment for professional services and reimbursable expenses, shall be at the rate
and schedules attached hereto as Exhibit B. However, in no event shall the amount City pays
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1126 651v3 80078/0012 v2012 -09
Design Professional exceed One Hundred Twenty One Thousand Eight Hundred Ninety Dollars
and no cents ($ 121,890.00). 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 i
work performed. City shall make
(30) days after approval of the inv
(2) Payments due and payable to
services must be within th u
g-
unexhausted and unenc sec
event the City has no ; ropr>
Design Professio ices be
g
Agreement shall co���� my tho
conclusion of the currr'8 c
��
is condltlopal upon futuiVR
monthly invoices for
in full, within thirty
City.
sional for current
bud within an available,
)ropriati- q, the City. In the
sufficient for payment of
I the current fiscal year, this
is incurred up fiphe
payment for additional work
obriation.
C. Changes in Corm esign P ional will not undertake any
M
work that will incur costs in excess of th0kounfi � ft1rth in 3(A) without prior written
amendment to this Agreement.
� 3izd�, .FIN tT �%�
D tdar d of�' alit � es upon the professional ability of Design
Professional as a m t�'inducem���to enter>r3�9 pto this Agreement. All work performed by
Design Professiona�er this Agent shall1 accordance with all applicable legal
requirements and shalliJet the t���ualit �linarily to be expected of competent
professional,Design Prejal's fiec %���se.
j �4� E r es D,t,n Professional shall pay all taxes, assessments and premiums
and � e federal Social 0J/' �i � �, ny applicable unemployment insurance contributions,
Woik „compensation ms ce p e urns, sales taxes, use taxes, personal property taxes, or
other tax: assessments litor hereafter in effect and payable by reason of or in connection
with the se> vW to be perfold by Design Professional.
F: �F� \Ntaiertime or Premium Pay. Design Professional shall receive no
premium or enhance, for work normally understood as overtime, i.e., hours that exceed forty
I.>
(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
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1126651 v3 80078/0012 v2012 -09
will compensate Design Professional for the preparation and the testimony at Design
Professional's standard hourly rates, if requested by City and not part of the litigation brought by
City against Design Professional.
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 se, ity's written
authorization for extra or changed work shall constitute a waiver of all right to
adjustment in the contract price or time due, whether by way of c -'R sation, restitution,
quantum meruit, etc. for work done without the appropriate Cif F A ization.
5. Duties of City. City shall provide all
Professional that is reasonably necessary to perform
of approval and discretion with respect to the projec
Agreement.
6. Ownership of Documents.
A. The plans, spec
material prepared by or on behalf of De ` A
drafts and working documents, and ]nclut%1
"Documents"), shall be and remain the p> o�
or not. Design ProfessionaMz iver all I
completion of the Serv'��) thQe of to
request by City in w, or (4) pays'ent of
,pt reque % y Design
Scope of Wor' retains all rights
undertakings con,8#',' 'Wed by this
estimategs,A (trams, reports, models, and other
tonal and ]s Agreement including all
egg
ct nd ts firms (collectively the
," ,
of�� a hetfthe Services are completed
tAs to O
at request > on re 1 the
p q
ion of this Agreement for any reason, or (3)
!A pies due to Design Professional.
City and its officers, elected officials,
employeesg>yns� and vc�t and asyig;` ``hole or in part, or in modified form, for all
purposes ���>~n ac��ple
it furth�> employment of or payment of any
comp on to DesjPiofesna1 If City desires to modify Documents before using them,
Citiobtain writtenaa ent fr�'�, Design Professional for any such modification, and such
, 0
conseh11 not unreasonay be wtt��eld. If City modifies Documents without obtaining
written c t from Desigi R fessional, Design Professional shall not be liable to City for any
damages resu,,V from use uch modified Documents, provided that the Design Professional
was not a ploxf cause q ch damages.
C. Professional retains the copyright in and to the intellectual property
depicted in the Docume`iits 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
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11266510 80078/0012 v2012 -09
representations. City's license shall include the right to sublicense, shall be for all purposes with
respect to each right of copyright, and shall be without restriction.
D. Design Professional shall include 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
Design Professional in connection with the performance of its Se
Agreement are confidential until released by the City to the publi
shall not make any of these documents or information m
not employed by the Design Professional or the City wit
before any such release. This provision shall not apply
public domain, (2) was previously known by Design P1
required to provide by law, or (4) reasonably requi�
defense in a legal or similar proceeding, so long sib
before use of such information..
7.
A. Design Profes
pay other consultants, specialists or expo
without the prior written approval of the
by City are listed in Exhib 1,
B. sign P
1"'
expense, all persorAquired
`%
hereunder will be peO d by
supervision 1 all pers�
i MON, sg
C.ign I
stab nd continuity�a sit
K 'o
y E�3 for this cot
in
Any
4ed or assembled by
irsuant to this
the Design Professional
individual or organization
consent of the City
sional, (3) De
resign Professi
Professional n
[IN
1) is already in the
Professional is
uct its
n writing
oy o erwise incur an obligation to
ti, h
n con", with this Agreement
1.§, sp alists or experts approved
that it has, or will secure at its own
/ices. All of the Services required
Al or under Design Professional's
all be qualified to perform such services.
,�ssional shall make every reasonable effort to maintain
;ntfessional's Key Personnel assigned to perform the Services.
are l& & in Exhibit D.
y4 Desig lofessional shall provide City with a minimum twenty (20) days
prior written no of any�ges in Design Professional's Key Personnel, provided that Design
Professional recd a Mice, and shall not replace any Key Personnel with anyone to whom
the City has a reason section.
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.
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1126651x3 80078/0012 v2012 -09
8. Conflict of Interest.
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 id-irect interest that would
F
conflict with its performance of this Agreement, Design ProfessiorI`l promptly disclose the
relationship to the City and take such action as the City may direr ` emedy the conflict.
B. Design Professional (including
employees) covenants and represents that it does not l
property and shall not acquire any interest, direct or it
or any other source of income, interest in real prop
any manner or degree by the performance of De ;,
Professional further covenants and represents tha r
person having any such interest shall perform any ser
C. Design Prof essi� � ipot a
the Political Reform Act because Desrg� h�o vs-o', t
(1) Will conduc le 'c
his /her rendition of inforr ice, recd°
ti : W� , ��h
and direction of the CiI 1 f an � �y office
we
rendition of informati4
g Irt1 t o.
ma
officelted offici ,
respgbrlrties in corm
pertari�,1djall have any I
person pate in any
or the intereg.0; any cor
indirectly intet
o
Dave any mve,t
ref, in the area cod
investment which
and professional
°nt or interest in real
ex by this contract
be affected in
�ssionalls Services here "> d r. Design
ierform - &fee of its duties l feunder no
Agreement.
ployee within the meaning of
s�
ate lusions with respect to
talon or -"sel independent of the control
than normal contract monitoring; and
no authoit� with respect to any City decision beyond the
tion�
o, �3ounsel (FPPC Reg. 18700(a)(2)).
Employ of City. No member of the City and no other
,_gent or volunteer of the City who exercises any functions or
carrying out of any project to which this Agreement
n 1540" ; direct or indirect, in this Agreement, nor shall any such
relating to this Agreement which affects its personal interests
partnership or association in which he /she is directly or
10. Liabr embers and Employees of City. No member of the City and no
other officer, elected o fficial, 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. Indemnity.
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,
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11266510 80078/0012 v2012 -09
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 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, r indirectly employed by
them, or anyone that they control (collectively "Liabilities "). Sue nce, recklessness, or
willful misconduct includes without limitation the failure of Des *professional to disclose
information known by Design Professional to be material to g the Services. Such
obligations to defend, hold harmless and indemnify any Ind itee s ot apply to the extent
that such Liabilities are caused by the negligence, active ligence, or ul misconduct of
such Indemnitee. Notwithstanding any provision of t'reement to the�ttary, the extent of
Design Professional's obligation to defend, indem end hold harmless shall governed by
the provisions of California Civil Code Section
B. Neither termination of this A le x"`1�., completion of the Services shall
release Design Professional from its ob patrons under ��tion 11, as long as the event giving
rise to the claim loss cost damage, r 1� ense or hab" occurred prior to the effective
date of any such termination or completi
C. Design, off
provisions identical to th
other person or entity - ed by
performance of this ement. If
from others as requfr�Design Pr
this Section City's far °� 1"o ?
obligations ont> rtv. ands N
ional
D. De:
not relrev� sign Profess
apply whethe not such
12. D
;ional S ees tcuteZyndemnity agreements with
in this rom ea d% every subconsultant or any
with or ` ehalf of Design Professional in the
ign Pro onal fails to obtain such indemnity obligations
pronal shal ; tully responsible for all obligations under
+ ,sce�
this requirement imposes no additional
ac����� er of an rights hereunder. The obligation to
Y Y g g
h herein is binding on the successors, assigns or heirs of
the termination of this Agreement or this section.
rofes al's compliance with the insurance requirements does
from the obligations described in this Section 11, which shall
policies are applicable to a claim or damages.
9ional Not an Agent of
Design Professional, its officers,
� �FiI;.
employees and agents � ' 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.
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1126651x3 80078/0012 v2012 -09
14. Compliance with Laws.
A. General. Design Professional shall (and shall cause its agents and
subcontractors), at its sole cost and expense, comply with all applicable federal, state and local
laws, codes, ordinances and regulations now in force or which may hereafter be in force during
the term of this agreement. Except as otherwise allowed by City in its sole discretion, Design
Professional and all subconsultants shall have acquired, at their expense, a business license from
City in accordance with Chapter 5.04 of the Rohnert Park Municipal C m,
p de prior to City's
issuance of an authorization to roceed with the Services. Such lic � re _ must be kept valid
p
11 throughout the term of this Agreement. Any corrections to Des> essional s reports or other
Documents (as defined in Section 6) that become necessa>y a.of Design Professional's
failure to comply with these requirements shall be made at R sig fessional's expense.
B. Updates. Should Design Prof � � become away tt the requirements
referenced in subparagraph A above change after t)� M e of a report or othei ument is
prepared, Design Professional shall be responsib,jdd�Y notifying rty of such chi in
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requirements. Design Professional will bring the moments i '?MV nformance wide newly
issued requirements at the written direction of City. i; :'sional's costs for providing
services pursuant to this paragraph shall 4 submitted
,pas
Additional Services.
C. Licenses and Pei
expertise, licenses and permits necessary
perform all such Services >n the manner,
practitioner of the same prs
whatsoever nature whi h03 s1 n P
conform to the stan��% of quality
Professional's profe``s M,
/ 4'.
Professional without adds
as pav ale Services
for sci lines cove)♦
the Buslrss and Professi
Professio shall not be rc
supervision City will
which
sally o
or lice
Profes
that it has the skills,
ervice esign Professional shall
b an a s observed by a competent
ofe , l s engaged: All products of
to City pursuant to this Agreement shall
by a person practicing in Design
11 be obtained and maintained by Design
)ut the term of this Agreement.
a~ Stamped. Design Professional shall have documents created
i'£c -fted under this Agreement stamped by registered professionals
Des t' I1'iofessional's Documents as required by Section 6735 of
3 Code c�� ny other applicable law or regulation. Design
red to stamp any documents not prepared under its direct
De charged an additional fee to have such documents stamped. .
E �� J Compensation. Design Professional certifies that it is aware of
the provisions of the Cz rnia 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
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11266510 80078/0012 v2012 -09
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. Injury and Illness Prevention Program. Design Professional certifies that it
is aware of and has complied with the provisions of California Labor Code Section 6401.7,
which requires every employer to adopt a written injury and illness prevention program.
H. City Not Responsible. City is not responsible
Professional's failure to comply with any and all of the requirements
15. Nonexclusive Agreement. Design Profess
exclusive Agreement and that City shall have the right to
with others providing the same or similar services as tho
the City desires.
16. Confidential Information. All da`i umel
developed or received by or for Design Profession W perf
confidential and not to be disclosed to any person eMet", , as
law, or as otherwise allowed by this Agreement. I'M
17. Insurance. Design
requirements of Exhibit C.
able for Design
in this Agreement.
that this is not an
1 enter into contracts
ian Professional as
4161MYON
of this AgreO are
ed by City, as required by
in accordance with the
//h i
18. Assi nmen��thtb ted Desr Pr tuna; not assign any o its rights nor
transfer any of its obliiunctrs Agre�K without the'prror written consent of City and
any attempt to so asr so trans`:rvrthout consent shall be void and without legal effect
and shall constitute finds for ter t nation.
EL
19.
A ' E, D e s i i ;'rofessional at any time refuses or neglects to prosecute its
Serviin a timely faslior rn''rdance with the schedule, or is adjudicated a bankrupt, or
comrn y act of insoly� or rn
il
an assignment for the benefit of creditors without City's
consent, rls to make prot payment to persons furnishing labor, equipment, materials or
services, or�i in any respeo properly and diligently prosecute its Services, or otherwise fails
to perform fully and a1JF�1e agreements herein contained, Design Professional shall be in
s J.,
default.
S. ��esign 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
1126651x3 80078/0012 v2012 -09
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 Design
Professional. In the event of termination without cause, Design Professional shall be entitled to
payment in an amount not to exceed the Not -To- Exceed Amount shall be calculated as
follows: (1) Payment for Services then satisfactorily completed a 'cepted by City, plus (2)
Payment for Additional Services satisfactorily completed andp>l by City, plus (3)
Reimbursable Expenses actually incurred by Design Professt`tal; as roved by City. The
amount of any payment made to Design Professional pr1 %tothe date ofzer ination of this
Agreement shall be deducted from the amounts descr ti (1), (2) and ove. Design
Professional shall not be entitled to any claim or h ninst City for any addtl ci I
f
compensation or damages in the event of such N ation and p �ment. In addiQ the City's
right to withhold funds under Section 19.C. shal i licabl p e event of a term cation for
convenience.
E. If this Agreeme`t,� rMmated by Glit "fk default and it is later
determined that the default termination" s wro t f 1, such t 0fulpation automatically shall be
converted to and treated as a Termination Convmeace and rst Section 19 and Design
Professional shall be entitled-10-receive e amotsble uer Section 19.D..
20. Susr
services contemplal
unfavorable condit
provision of this A
performed 4p�gN
Desr''essional
re ion.
/fir
2% Entir
exclusive st�� d , nt
previous agree ME
Agreement may ofi
parties hereto.
fihe , hall ha" authority to�suspend this Agreement and the
-in, whop r in part; such period as he /she deems necessary due to
to the fa e on the paftf the Design Professional to perform any
tit. D �a�gnal'` fl be paid for satisfactory Services
<���porary s� In the event that Design Professional's
Ely 9
a period in excess of six (6) months due to causes beyond
nab �trol, Design Professional's compensation shall be subject to
AueeWffi
of and Amendment. This Agreement constitutes the complete and
of the a ment between City and Design Professional and supersedes any
%i
whet�erbal or written, concerning the same subject matter. This
i ded or extended from time to time by written agreement of the
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
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112665 10 80078/0012 v2012 -09
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 s4ch notice, demand, etc.
ARM
shall be addressed to the other party at the address set forth hereinbe1c Either party may
g ff" .
change its address by notifying the other party of the change of a Notice shall be deemed
communicated within 48 hours from the time of mailing if inaProvided in this section.
If to City:
If to Design Professional
26.
's
City Manager
City of Rohnert' l City Hall
130 Avram
frJ,
Rohnert P 'A 94928
Ramsey Hiss
Fernando' rgithSte 200
:., 95113
A. Un Pr6fl sh� d
�iintain any and all ledgers, books of account,
invoices, vouchers, e check
d othe> rr s or documents evidencing or relating to
charges for services, - xpenditu J ud disbursli nts charged to City for a minimum period of
M J"
three (3) years, or for a�����t�nge "��� rid b "' , from the date of final payment to Design
Professional , _ .,, �
B. ��� ign'�ssional shall maintain all documents and records which
a N(
delnrsliate perfolman� der t�� reement for a minimum period of three (3) years, or for
any 101 period require Jaw, fit he date of termination or completion of this Agreement.
Any reds or documents required to be maintained pursuant to this
Agreement sha3a made hble for inspection or audit, at any time during regular business
hours, upon wri
'�, the City Attorney, City Auditor, City Manager, or a designated
tt0q, �t� � �
representative of an}y "se officers. Copies of such documents shall be provided to City for
inspection when it is pr ctical 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.
Kill
1126651v3 80078/0012 v2012 -09
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 rep
lations governing equal
employment opportunity. Design Professional will not discrimrnateU�st any employee or
applicant for employment because of race, age, sex, creed, color, I I orientation, marital
status or national origin. Design Professional will take affirm . �f on to ensure that
applicants are treated during such employment without reg 1'� race , sex, creed, color,
sexual orientation, marital status or national origin. Sue t n shall ny e, but shall not be
limited to, the following: employment, upgrading, d t n or transfer; I`" ent or
recruitment advertising; lay -offs or termination; ra spay or other forms ensation; and
selection for training, including apprenticeship. it n Professial further agr� post in
conspicuous places, available to employees and a ants foraloyment, notice s'�tting forth
Mma
s
the provisions of this nondiscrimination clause. 11
28. Unauthorized Aliens.
with all the provisions of the Federal In
seq., as amended, and in connection the
therein. Should Design Prof onal so
work and /or services covd jts A
imposed against City
and shall reimburse
�ry
any and all costs, in
W,
or
Citv Not O
payment 'li under to any
31.edies]
intended to be exM
the extent permitted b A,
hereunder or now or hepec
n use Y#;11a"(.�nautnOTi
the cos M all such
fessronal 0. y promises and agrees to comply
€1 d Nation URI,, Act, 8 U.S.C.A. § 1101, et
rat � . xnploy '�� "thorized aliens as defined
uc� erens for performance of
show c , iability or sanctions be
Arens, Design Professional hereby agrees to
arlities or sanctions imposed, together with
ry City.
" the headtn'9 ,' 'Ahe several sections, and any table of contents
so$ or convenience of reference and shall not affect the meaning,
°d toTArd Parties. City shall not be obligated or liable for
other than the Design Professional.
a 'xclusive. No remedy herein conferred upon or reserved to City is
riy other remedy or remedies, and each and every such remedy, to
shall be cumulative and in addition to any other remedy given
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.
-11-
11266510 80078/0012 v2012 -09
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 oe parties hereto, shall be
binding upon and inure to the benefit of such party, its successors acigns.
35. Exhibits. The following exhibits are attached
herein by this reference:
A. Exhibit A: Scope of Work
B. Exhibit B: Comp
C. Exhibit C: Insurance
D. Exhibit D: K`e 'ei eI and
by D
E. Exfu, E , ;,,, Des
of P
and incorporated
Professional Services
,, Specialists or
ional
36. Execua ''u This Agrnent may executed in several counterparts, each of
which shall constit # 10 e and the s�z e inst> um V lid shall become binding upon the parties
plyf
when at least one copy.Shiieof sh Il u e men sign y both parties hereto. In approving this
Agreement it shall not beeesa to pr`p ount for more than one such counterpart.
Ne eases��tviews. All Design Professional and subconsultant news
rele�� nedia intews testmyat hearings and public comment shall be prohibited unless
exprelauthorized by thety.
38 '� Venue. In the�yent that suit shall be brought by either party hereunder, the
parties agree it 1a1 of sub ;fiction shall be held exclusively in a state court in the County of
Sonoma, Californ�,: °'
39. Autho ' 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-
1126651x3 80078/0012 v2012 -09
IN WITNESS WHEREOF, the City and Design Professional have executed this
Agreement as of the date first above written.
CITY OF ROHNERT PARK DESIGN PROFESSIONAL
Date:
Per Resolution No. 2013- adopted by the Rohnert
Park City Council at its meeting of May 28, 2013 .
APPROVED AS TO FORM:
C
ATTEST:
-13-
1126651 v3 80078/0012 v2012 -09
By: _
Title:
EXHIBIT A
Scope of Work and Schedule of Performance
-14-
11266510 80078/0012 v2012 -09
Traffic Signal Coordination, Traffic Analysis and
Implementation for the City of Rohnert Park
Scope of Work and Budget
Prepared for:
City of Rohnert Park
Prepared by:
Tel: 408 -297 -9585
Fax: 408 - 297 -6962
May 20, 2013
PROJECT UNDERSTANDING
The City of Rohnert Park is requesting URS to submit a proposal for the development,
analysis, and implementation of a plan for coordinating traffic signalized intersections along
Rohnert Park Expressway and Golf Course Drive. The study intersections are summarized
in Table 1 below. All the intersections are maintained and operated by the City of Rohnert
Park, except the intersections of the US 101 Southbound Ramps / Rohnert Park Expressway,
the US 101 Northbound Ramps / Rohnert Park Expressway, the US 101 Southbound
Ramps /Golf Course Drive, and the US 101 Northbound Ramps /Commerce Blvd which are
owned, maintained, and operated by Caltrans. The goal of the proposed project is to
improve traffic progression, improve air quality by decreasing traffic congestion. The
projected Casino traffic volumes and turn movements will be included in the proposed
coordination.
Weekday and weekend AM and PM peak optimized signal timing plans for all eleven
intersections will be developed and implemented. These two corridors are currently the only
direct east -west routes, which have direct access to the US 101 within the City of Rohnert
Park.
The project tasks will consist of project management, signal system field reviews, data
collection; field observation and "before" study; calibration of existing conditions model;
development of recommended timing; develop recommended hardware and /or software
system; development of optimized signal timing plans for the AM and PM weekday and
weekend peak periods; implementation of optimized signal timing plans; fine- tuning after
implementation of timing plans; before and after (optional) travel time surveys; and project
documentation.
Table 1 _- ',Qtndv Intersections
UM Page 1
Weekday
and
Weekend
AM, Mid -
Day and PM
Jurisdiction/
No.
Intersection
and
Ownership
Weekend
Mid -Day
and
Coordination
Rohnert Park Expressway
City of Rohnert
1
at Redwood Dr
X
Park
Rohnert Park Expressway
2
at Southbound US 101
X
Caltrans
Ramps
UM Page 1
MKI12WOM M
The Scope of Services for the project will be conducted in accordance to the Standard Scope
of Work and Budget for the City of Rohnert Park.
The following outlines additions, clarifications, and /or deletions only to the Standardized
Scope of Work:
Task 1 — Project Manal4ement and Meetings
The URS Project Manager, Tyson Tano, PE, will be responsible for the overall management
of the project. This includes coordination and communication with Rick Pedroncelli, the
UM Page 2
Weekday
and
Weekend
AM, Mid -
Day and PM
Jurisdiction/
No.
Intersection
and
Ownership
Weekend
Mid -Day
and
Coordination
Rohnert Park Expressway
3
at Northbound US 101
X
Caltrans
Rohnert Park Expressway
City of Rohnert
4
at Commerce Blvd
X
Park
Rohnert Park Expressway
City of Rohnert
5
at State Farm Dr
X
Park
Golf Course Drive at
X
City of Rohnert
6
Labath Ave
Park
Golf Course Drive at
X
City of Rohnert
Dowdell Ave
Park
Golf Course Drive at
City of Rohnert
8
Redwood Dr
X
Park
Golf Course Drive at
City of Rohnert
9
Commerce Blvd
X
Park
10
US 101 Northbound
X
Caltrans
Ramps at Commerce Blvd
US 101 Southbound
11
Ramps at Golf Course
X
Caltrans
Drive
MKI12WOM M
The Scope of Services for the project will be conducted in accordance to the Standard Scope
of Work and Budget for the City of Rohnert Park.
The following outlines additions, clarifications, and /or deletions only to the Standardized
Scope of Work:
Task 1 — Project Manal4ement and Meetings
The URS Project Manager, Tyson Tano, PE, will be responsible for the overall management
of the project. This includes coordination and communication with Rick Pedroncelli, the
UM Page 2
City's Project Manager, developing and maintaining a project schedule, implementing
quality control processes, preparing progress reports and invoices, preparing meeting agenda
and meeting notes. The URS Project Manager and staff will attend three meetings with City
staff in Rohnei-t Park. A kick off meeting will be held at the City's offices after Notice to
Proceed.
URS has submitted the MTC PASS application to meet the May 17, 2013 deadline for
2013/14 projects. URS will provide additional information as required to supplement the
initial application to MTC after being provided the Notice to Proceed.
Deliverables: Project schedule, progress reports, invoices, meeting agenda and meeting
notes, draft MTC Pass application.
Task 2 — Signal System Field Review and Memorandum
URS Staff will conduct field observations and a field review to locate the signal cabinets,
controller type, controller software and other pertinent information.
Deliverables: Signal System Field Review Memorandum
Task 3 — Collect Data
Task 3.1 — Data Collection
The City of Rohnert Park will provide signal timings sheets, coordination plans (if any),
existing signal groupings, traffic signal as -built drawings, available turning movements and
24 -hour traffic volumes, and accident data for last three years in the immediate vicinity of
the study area. URS will collect the same information from Caltrans for the four
intersections owned, operated and maintained by Caltrans.
URS will collect the peak hour turning movements for all study intersections and 24 -Hour
tube counts for each study corridor. 24 -Hour tube counts will be collected over a seven day
period at the following locations:
• On Rohnert Park Expressway; between US 101 northbound ramps and Commerce
Boulevard
• On Golf Course Drive; between US 101 southbound ramps and Redwood Drive
Turning movement counts, including vehicular, pedestrian, and bicycle counts, will be
collected at all eleven study intersections during the following times:
• Weekday AM peak (7:00 AM to 9:00 AM)
• Weekday PM peak (4:00 PM to 6:00 PM)
• Weekday Midday (2:00 PM to 4:00 PM)
• Weekend Midday (11:OOAM to 1:OOPM)
Weekday peak hour turning movement counts will be collected on a Tuesday, Wednesday,
or Thursday. Traffic counts will not be collected on holidays or during abnormal weather
UMPage 3
conditions, on school breaks or periods of scheduled lane or street closures for construction
and /or events. URS will provide the data collection schedule to City of Rolmert Park.
Deliverables: Traffic Collection Data
Task 3.2 — Agency Signal Timing Preferences and Considerations
During the Kick -off meeting, signal timing preferences and considerations will be obtained
from the City of Rohnert Park including the following:
• Bicycle clearance times will be reviewed at all the locations with bicycle loops.
• Flashing Don't Walk (FDW) will be reviewed based on the crossing distance as per
California MUTCD guidelines.
• Yellow time will be reviewed based on the posted speed limit.
Task 3.2.1 - Review of Actuated Settings
Existing signal timing, including pedestrian clearances, yellow interval, bicycle clearance
time, will be reviewed for compliance to the latest standards /guidelines.
Pedestrian Clearance Intervals (FDW) for the City signals will be reviewed based on
the following methodology, which is in accordance with the Federal MUTCD:
FDW (sec) = (Curb -to -curb distance at center of crosswalk/3.5 feet per sec) — yellow
time
Pedestrian Clearance Intervals (FDW) for the Caltrans signals will be reviewed based
on the following methodology:
FDW (sec) = (Curb -to -curb distance at center of crosswalk /3.5 feet per sec)
Yellow intervals for all project signals will be reviewed based on the following, which
is based on the California MUTCD guidance and in conformance with the City of
Rohnert Park's typical timing parameters:
Minimum Yellow Clearance as per California MUTCD
Approach Speed
(mph)
Yellow Interval
(seconds)
25 or less
3.0
30
3.2
35
3.6
40
3.9
45
4.3
50
4.7
UM Page 4
• Minimum greens for bicycle crossing (where a bicycle facility and /or bicycle
detection is provided) for the study intersections will be reviewed based on the
following methodology:
G„i„ + Y + RC1ea, > 6 sec +
W + 6 feet
14.7 feet per sec
G Inin . Length of minimum green interval (sec)
Y = Length of yellow interval (sec)
R ,sear = Length of red clearance interval (sec)
W = Distance from limit line to far side of last conflicting lane (ft)
Task 3.2.2 — Signal Coordination Optimization Software
Synchro modeling software (Version 7) will be used for the development of optimized
signal timings for this project. Electronic Synchro files will be submitted to City of Rohnert
Park and Caltrans for review.
Deliverables: Synchro Files
Task 4 — Field Observation and "Before" Study
URS will conduct field observations to locate the congestion areas and queue lengths at each
study intersection. In addition, URS will conduct travel time runs for the study corridor in
order to calibrate the existing condition (before study) Synchro models.
Deliverables: Field Observations and "Before" Study
Task 5 — Existing Conditions Model and Memorandum
URS will code the existing geometry, signal timing plans, and existing turning movements
to the Synchro Models for weekday and weekend AM and PM peak periods. In addition,
URS will calibrate the Synchro models using the travel time runs and queue observations to
make sure that the Synchro models replicate the field conditions.
URS will review the traffic report developed for the new development and incorporate the
projected traffic data into the model.
The Existing Condition Memo will be submitted to the City of Rohnert Park and Caltrans
for reviews after the Synchro models are calibrated.
Deliverables: Existing Conditions Model and Memorandum
Task 6— Development of Recommended Timing
Um Page 5
URS will submit a summary of the preliminary recommended signal groupings, cycle
lengths and splits including the performance measures for review by City of Rohnert Park
and Caltrans prior to development of the draft signal timing plans. This will allow the
stakeholders to review the proposed cycle lengths prior to conducting the detailed timing
analysis.
Deliverables: Recommended Timing Memo
Task 7— Development of Recommended Hardware and /or Software System(s)
URS will determine the software and hardware needs and provide recommendations to the
City of Rohnert Park, including development of cost estimate(s).
Deliverables: Hardware and Software Upgrade Recommendations Memo
Task 8 — Implementation and Evaluation
URS will implement the optimized signal timings for all study intersection in the City of
Rohnert Park and Caltrans jurisdictions. URS will implement in field optimized signal
timings in presence of Rohnert Park staff or representatives and Caltrans staff at four
Caltrans owned, operated and maintained traffic signals. Upon completion of fine- tuning
URS will provide timing sheets to City of Rohnert Park and Caltrans.
Deliverables: Timing Sheets
Task 9 — Fine Tuning of Signal Timing
After the recommended timings are implemented, URS will conduct the field observations
and fine tune the signal timing as needed.
Task 10 — After Study (Optional)
As part of the After Study, URS will conduct travel time runs after fine tuning the signal
timing in order to evaluate the impacts of the coordinated signal timings within the study
area. The "after" study memo will be submitted to the City of Rohnert Park and Caltrans for
reviews. URS will prepare an application for PASS funding of the After Study on behalf of
the City.
Deliverables: "After" Study Memo
Task 11 — Develop Procurement Package for Hardware and /or Software (Optional)
At the additional request of the City, URS will develop a procurement package for the
recommended hardware and software upgrades, and solicit quotes from contractors.
UW Page 6
Deliverables: hardware and Software Procurement Package
SCHEDULE
URS Corporation will provide the above services in compliance with the schedule attached
on the next page. The schedule is based on the assumption that traffic data and the review
deliverables will be provided in a timely manner and in accordance with the proposed
schedule. Proposed schedule for the project is summarized in Table 2
Table 2: Project Schedule
Task
Completion Date
Field Review
07/15/13
24 -Hour Tube Counts
08/28/13
Intersection Counts
09/10/13
Analysis of Existing Conditions
09/20/13
Draft Existing Conditions Report
09/24/13
Final Recommendations Report
10/01/13
Timing Sheets
10/05/13
Implementation and Fine - Tuning
10/15/13
Final Project Report
10/30/13
BUDGET
Optimized signal timing plans will be developed for the weekday and weekend AM and PM
periods for eleven study intersections. The estimated fee is as summarized in Table 3.
Table 3: Project Budget
Task
Description
Cost
1
Project Management and Meetings: 3 Meetings
$7,192
2
Signal System Field Review and Memorandum
$7,654
3
Collect traffic counts
$9,132
4
Field Observation and "Before" Study
$21,024
5
Existing Conditions Model and Memo
$16,914
6
Develop Recommended Timing
$9,512
LW Page 7
7 Develop Hardware and /or Software System $3,000
8 Timing Sheet Development and Implementation $13,764
9 Fine Tuning Signal $11,012
TOTAL $99,204*
*Excludes permit fees and purchase of equipment and software.
Table 4: Optional Services
Task
Description
Cost
10
After Study
$16,914
11
Develop Procurement Package for Hardware
and /or Software
$5,772
TOTAL
$22,686*
*Excludes permit fees and purchase of equipment and software.
UM Page 8
EXHIBIT B
Compensation
NZE
11266510 80078/0012 v2012 -09
URS CORPORATION
BAY AREA OPERATIONS
2013 SCHEDULE OF FEES AND CHARGES
The following describes the basis for compensation for services performed during the fiscal year 2013. This
Schedule of Fees and Charges will be adjusted annually on January 1st to reflect merit and economic salary
increases, and changes in the expected level and mode of operations for the new year. The new Schedule of
Fees and Charges will apply to existing and new assignments.
PERSONNEL CHARGES
The charge for all time rewired in the performance of
the Scope of Services, including office, field and travel
time, will be at the Unit Price Hourly Rates set forth
below for the labor classifications indicated.
Labor Classification Hourly
Rates
Clerk /Intern*
73
Word Processor/Project Assistant /Editor*
95
CADD Technician /Illustrator
82
Project Administrator /Controller
83
Technician*
84
Sr. CADD Technician /Sr. Illustrator /Designer*
125
Sr. Technician*
118
Sr. Designer /Lab, Field, or CADD Supervisor
135
Staff Professional
94
Professional
120
Project Professional
135
Senior Project Professional
170
Consulting Project Professional
210
Project Manager
174
Senior Project Manager
213
Principal Professional/Project Director
250
Traffic/Design Reviewer
125
Structural /Geotech Reviewer
150
Utility Reviewer
160
Project Controls
175
Sr. Design Reviewer
190
Value Engineering /Design Reviewer
200
Charges for contract personnel under URS supervision
and using URS facilities will be made according to the
hourly rate corresponding to their classification. When
staffs are performing field work on projects, a minimum
daily charge of 4 hours will apply.
When URS staff appear as expert witnesses at court
trials, arbitration hearings and depositions, their time will
be charged at $375 per hour.
Overtime (hours worked in excess of eight (8) hours per
day) by exempt personnel will be charged at the above
straight time hourly rate. Overtime by non - exempt
personnel (classifications identified by an asterisk " * ")
will be charged at 1.3 times the above hourly rates.
Special project accounting reporting and financial
services, including submission of invoice supporting
documentation, will be charged at the rate of a clerk.
URS LABORATORY SERVICES
The charges for laboratory testing performed at URS
facilities set forth in the accompanying Signet Testing
Labs Fee Schedule.
OTHER PROJECT CHARGES
Subcontracts and other Non - Salary Expenses
The cost of services subcontracted by URS to others and
other outside costs incurred by URS that are directly
identifiable to the project, will be charged at cost plus
10 %.
The following charges will apply to plots generated by
the CADD and GIS systems.
Plot Size
Paper
Mylar
Smaller than D -size
$3.00
$9.00
D -size
$6.00
$18.00
Larger than D -size
$1.00 /ft
$3.50 /ft
Document Reproduction
In -house reproduction will be charges a $0.10 per page
for black and white, and $1.00 per page for color.
Specialized Equipment
The use of specialized URS equipment will be the fixed
rental rates consistent with prevailing market rates.
Vehicles and Mileage
The mileage charges for personal vehicles used on
project assignments will be the current mileage rate
established by the Internal Revenue Service for tax
purposes.
URS owned vehicles used on project assignments will be
charged at $90 per day, with a minimum charge of one -
half day.
This Fee Schedule contains confidential business
information and is not to be co /pied or distributed for an)?
purpose other than the use intended in this contract.
EXHIBIT C
Insurance Requirements to Agreement For Design Professional Services
Re: Traffic Signal Coordination, Traffic Analysis and Implementation
for Rohnert Park Expressway and Golf Course Drive
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 confo "finance with the
requirements set forth below. Design Professional will use existin r irage to comply with
these requirements. If that existing coverage does not meet the r:66ments set forth here,
6-
Design Professional agrees to amend, supplement or endorse ttng coverage to do so.
Design Professional acknowledges that the insurance cover: rid I mits set forth in this
section constitute the minimum amount of coverage re�Any insu�ee proceeds available
to Design Professional in excess of the limits and cov _ ` required m this "d dement and that is
applicable to a given loss will be available to City.
Al
1. Commercial General Liability Insur e occu�U,,;e form, using Ins ance
Services Office ( "ISO ") "Commercial General Liab>�ft Q form CG 00 Ol or an approved
r Js
equivalent. Defense costs must be paid .jaddition to hr���� lbere shall be no cross liability
exclusion for claims or suits by one ins i" t anothemts are subject to review, but in
no event shall be less than $2,000,000 (ao �M� ollars)occurrence;
2. Business Auto Coverage 6`11,
including symbol 1 (Any A)att� of an approl
no event shall be less thapi0il0 (Two
Professional or its etnt l 'es will `t ,perso:
of the Services, Des T'rofessiona T all provid
each such person. ii
3. Workers����' %ate
' tr rE
benefits as t d by law � h employers i
$1,000One lVt Dol'lt) per occurrence.
"PA
Coverage form CA 00 01
subject to review, but in
ollars)WaUffi occurrence. If Design
in any way in connection with performance
dence of personal auto liability coverage for
ved policy form providing statutory
trance, with minimum limits of
%< Excess''d Cl nbrel�h ability Insurance (Over Primary) if used to meet limit
requiints shall provideaverag� yeast as broad as specified for the underlying coverages.
Any sue lf/ overage prov>de 6 ader an`"Kmbrella liability policy shall include a drop down
provision Oft ding primary �a erage above a maximum self - insured retention for liability not
covered by pi'�t�iy but cov,511 by the umbrella. Coverage shall be provided on a "pay on behalf
of basis, with d'f se cgyable in addition to policy limits. Policy shall contain a provision
N"
obligating insures afine in sureds liability is determined not requiring actual payment by
insured first. There sll'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
omissions of the Design Professional and "Covered Professional Services" as designated in the
IN41
1126651 v3 80078/0012 v2012 -09
policy must include the type of work performed under this Agreement. The policy limit shall be
no less than $2,000,000 (Two 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 insurei�rse the third party
general liability coverage required herein to include as additiona> eds the City, its officers,
elected officials, employees, agents, and volunteers, using st O, endorsem ent No. CG
y 3
2010 with an edition prior to 1992, or an equivalent. Design X.. -,h also agrees to require
all contractors, and subcontractors to do likewise
O
B. No liability insurance coverag ��?rovided to comply ° his Agreement,
except the Business Auto Coverage policy, shall prtbit Design Professional, W esign
Professional's employees, or agents, from waivi ��t e tight of subKogation prior I � ss. Design
Professional agrees to waive squbrogation rights agatttCity rq,ress of the apphcility of any
insurance proceeds and to require all contractors andbconrctors to do likewise.
C. All insurance cor e and limits pi ded by Design Professional and
available or applicable to this AgreeniW!"" fended to a � o the full extent of the policies.
Na
Nothing contained in this Agreement or ott ej., ement ie� g to the City or its operations
limits the application of such insurance co age jEs
� r ,a��r a mow.
D. None �e 'co verag ��axequrl�� er ill m compliance with these
requirements if they me rty -� rng end—, r�it of any ��'d that has not been first
submitted to City and Ito ed of writing r g
! t�< .
E�o liability pYcy shall cct�ui any provision or definition that would
serve to eliminate s D d "thrrd� yl aehon ove laims, including any exclusion for bodily
injury to an em 110 yee o�21 r or subcontractor.
All gage types an ired are subject to approval,
O,�.�"
modry Ott and a�dal req�ements by the City, as the need arises, and City shall be
resp ��� e for the cost tmuy ad' �. Mial insurance required. Design Professional shall not make
any re �
dons in scope o��erage( elimination of contractual liability or reduction of
discovei �p�lod) that may a ct City s protection without City's prior written consent.
NOW %1§4J. Proof ompliance with these insurance requirements, consisting of
certificates ofIWtance ev in all of the coverages required and an additional insured
endorsement to I 3fflfi tM ,n P � - sional's general liability policy, shall be delivered to City at or prior
,r
to the execution of tla Bement. In the event such proof of any insurance is not delivered as
required, or in the ever 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
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11266510 80078/0012 v2012 -09
apply first and on a primary, noncontributing basis in relation to any other insurance or self
insurance available to City.
J. Design Professional agrees to ensure that subconsultants, and any other
party involved with the Services who is brought onto or involved in the Services by Design
Professional, provide the same minimum insurance coverage required of Design Professional;
provided, however that only subconsultants performing professional services will be required to
provide professional liability insurance. Design Professional agrees to monitor and review all
such coverage and assumes all responsibility for ensuring that such co gage is provided in
gees that upon request, with the requirements of this section. Design Professro y
all agreements with subcontractors and others engaged in the Ser� will be submitted to City
for review. �s
K. Design Professional agrees not to selfm Lire or %t use any self - insured
retentions or deductibles on any portion of the insurance ured herein further agrees that it
will not allow any contractor, subcontractor, archrtec ultant or other �y or person in any
"
way involved in the performance of work on the S r �s contemplated by threement to self -
insure its obligations to City. If Design Professi= �'s�existing c�erage inclu or
self - insured retention the deductible or self - insured i�tention,,t �� t be declared tot' City. At
that time the City shall review options with the Desigiofi�al, which may include
k M,, .
reduction or elimination of the deduct g pr self - insures � ion, substitution of other
' lllr �R
coverage, or other solutions. Wo"` /jam
L. The City reserves k, I time �ag the term of the contract to
change the amounts and types of insurancM�quired x ng thesign Professional ninety
(90) days advance written guy f such ch� e. I � Its in additional cost to the
Design Professional an uires D fesslonh %fib obtain the additional coverage,
g SIR w<
the City will pay Des' ofessio he add> y' 1 cost of the insurance.
V Ell,
M or purposesppapplying r���rance coverage only, this Agreement will be
deemed to have been - M Muted Ziatc ly upon ,,party hereto taking any steps that can be
deemed to be in further ����aa prmae of this Agreement.
a` l �!>
�� Des x��ofessional actin edges and agrees that any actual or alleged
failure art, to mfDesi n Professional of non-compliance with an insurance
p Q g P Y
� y
r e q � in no way Vises additional obligations on City nor does it waive any rights
hereul-1m this or any o regard
O. Desi rofessr(nal will endeavor to renew the required coverages for a
minimum oce years foil M g completion of the Services or termination of this agreement
and, if Design essional�iable to do so, Design Professional will notify City at least thirty
days prior to the ell t r expiration of the policy or policies.
P n Professional shall provide proof that policies of insurance required
herein expiring during term of this Agreement have been renewed or replaced with other
policies providing at least the same coverage. Proof that such coverage has been ordered shall be
submitted prior to expiration. A coverage binder or letter from Design Professional's insurance
agent to this effect is acceptable. A certificate of insurance and /or additional insured
endorsement as required in these specifications applicable to the renewing or new coverage must
be provided to City within five days of the expiration of the coverages.
Q. The provisions of any workers' compensation or similar act will not limit
the obligations of Design Professional under this agreement. Design Professional expressly
agrees that any statutory immunity defenses under such laws do not apply with respect to City, its
officers, elected officials, employees, agents, and volunteers.
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1126651x3 80078/0012 v2012 -09
R. Requirements of specific coverage features or limits contained in this
section are not intended as limitations on coverage, limits or other requirements nor as a waiver
of any coverage normally provided by any given policy. Specific reference to a given coverage
feature is for purposes of clarification only as it pertains to a given issue, and is not intended by
any party or insured to be limiting or all- inclusive.
S. These insurance requirements are intended to be separate and distinct from
any other provision in this agreement and are intended by the parties here to be interpreted as
such.
T. The requirements in this Section supersede a
provisions of this Agreement to the extent that any other section o
impairs the provisions of this Section.
U. Design Professional agrees to be res able
r sections and
ion conflicts with or
entered into by Design Professional in connection witervices au> n
t ,:
authorize, any third party to charge City an amount iicess of the fee set
on account of insurance coverage required by thisf ment. Any such pi
deleted with reference to City. It is not the inten ity to remi.l✓
of complying with these requirements. There sha o rec��
premiums or other amounts with respect thereto.���
V. Design Professi f agrees to provtt *min
claim or loss against Design Professrori "; gout of theiy
agreement. City assumes no obligation ctabi icy such no
duty) to monitor the handling of any such�`m or c'ar� they
-29-
11266510 80078/0012 v2012 -09
that no contract
or purports to
in the agreement
ahs are to be
any third prlyfor the cost
inst City for pi ment of
e notice to City of any
rmed under this
has the right (but not the
kely to involve City.
EXHIBIT D
Key Personnel and Other Consultants, Specialists or Experts Employed by Design Professional
Fall
1126651v3 80078/0012 v2012 -09
Exhibit D
Design Professional's Key Personnel and Subconsultants
1. Design Professional's Key Personnel
Principal .......................... Ramsey Hissen, PE
Project Manager ................ Tyson Tano, PE
Traffic /Design Reviewer...... Phong Vo
2. Subconsultants
Traffic Data Collection........ Baymetrics
2501 Mira Vista Drive
El Cerrito, CA 94530
EXHIBIT E
Design Consultant Requirements
-32-
11266510 80078/0012 v2012 -09
Exhibit E
Design Consultant Requirements
The Consultant agrees to the following standards and practices in performance of
engineering design duties.
1. The consultant shall assign one project manager who is responsible for the overall
completion of the project and fulfillment of these requirements.
2. Reimbursable expenses shall be considered to be included in the not to exceed
price. Consultant project managers are expected to stay within the not -to- exceed
price. It is the responsibility of the consultant to document any work outside the
agreed upon scope of work including the cost of such work. Work outside the
scope of work completed without prior authorization by the City is done at risk by
the consultant.
3. All plan check design drawings shall be submitted full size (34" x 22" or
equivalent) for review, unless otherwise requested by the City,,
4. A minimum of two copies of the plans and specifications will be submitted for
each plan check.
5. The specification will use the latest version of the City of Rohnert Park
boilerplate Contract Document and Specifications for the project. The consultant
will receive the most current version of the specification from the Engineering
Administrative Assistant for each design, project via email. This shall be modified
by the City for insurance requirements, contract time, liquidated damages and
environmental mitigation measures.
6. The Division I technical specifications shall include a project description. The
project description will generally describe the location, and the extents of the
project and what work is included in the project. This description shall be suitable
for insertion into legal documents and council summary packages. It shall provide
a quick overview of the project that a lay person can understand.
7. Technical specifications shall include a description of bid items. If the technical
;specifications are in CSI format, a list of bid descriptions shall be included in the
Division 1 sections. The bid descriptions shall match the bid line items.
8. Division 1 shall include a complete consolidated list of submittals for the project.
9. Electronic documents sent to the City for review shall be in Word format.
10. Plans and specifications shall, as much as possible and within good engineering
practice, refer to the City of Rohnert Park Manual of Standards, Details and
Specifications which can be downloaded from the City's website at
www.rpcity.org. When Standard Details are incorporated they shall be by
reference rather than shown on the plans.
11. The consultant shall note the need for any permitting through the State or other
entities including Caltrans, Corps of Engineers, RWQCB, BAAQMD, SCWA,
and the County of Sonoma. Consultant is responsible for initiating contact with
the permitting agency, meeting with the permitting agency as needed and
completing all permit applications as completely as possible prior to sending to
the City for signature.
12. The consultant shall note the need for any easements or rights of way required for
the project including private landowners, Caltrans, SCWA, and the County of
Sonoma. Consultant is responsible for initiating contact with the other entity and
completing all easement or right of way forms, including property descriptions as
needed, as possible prior to sending to the City for review.
13. The consultant shall develop a project checklist which includes all project
paperwork requirements resulting from permitting, easements and funding
agreements.
14. At least 45 days prior to bid opening, the consultant shall provide a draft staff
report for presentation to City Council requesting to authorize advertisement for
bids.
15. The consultant shall complete all noticing and bidding of the project. This
includes mailing notices to the City's five required Trade Journals /Plan Check
Houses. Notice shall be mailed at least 30 days prior to the bid opening.
16. The consultant shall make bid copies of the bidding documents, plans and
specifications, distribute these and collect payment for the plans and
specifications to offset their cost.
17. The consultant shall arrange for and conduct the pre -bid meeting, if such a
meeting is deemed necessary.
18. The consultant shall provide all addenda for the bid package as needed, using the
City's addendum form available on the City's website.
19. After issuance of final addenda and prior to issuance of the Notice to Proceed, the
consultant will produce ten (10) conforined;sets of plans and drawings that
incorporate all the addenda. This shall be done by making the changes on the full
size drawings adding the addenda to the front of the specifications books.
Consultant shall note the changes on the drawings and in the appropriate place in
the Specifications by using the Delta symbol (A). All addenda shall also be bound
into the front of the specifications book, behind the front cover and before the
cover page, with most recently issued addendum on top. Addenda pages shall be
printed on different color paper than the specifications.
20. Before bid date, consultant shall provide all electronic files to the City. The
project plans shall be in pdf format in one file folder with a separate document for
each page. Specifications shall be in Word format; the Engineer's Estimate shall
be in Excel format.
21. After bidding the consultant will check the bids for conformance with the contract
and bid requirements and determine the responsiveness of each bidder. This
includes checking any applicable licenses and qualifications. This shall include
checking as required, references to determine required experience. The consultant
shall analyze the bids to determine the lowest responsive bidder and comment on
any large discrepancies between the engineer's estimate and the low bid. The
consultant shall create the bid table in Excel format, recommend selection of the
lowest responsive bid, and justify the rejection of any bids as needed. The
consultant shall create a staff report for submission to the City Council providing
recommendations for award and or rejection of bids.
22. The consultant shall review submittals pertaining to the project and provide
comments, rejection, or stamp "No Exceptions Taken" as appropriate.
23. The consultant shall review submittals and RFIs pertaining to the project and
provide responses and guidance as required.
24. After construction is complete, the consultant will create Record Drawings (as-
built drawings) based on the contractors marked up set of plans, in electronic
format and scan the as -built drawings into pdf format and deliver one copy on
bond paper and electronic as -built drawings to the City.
The requirements for as -built plans are as follows:
a. The As- Builts shall include the contractor's name, address, phone number and
approximate date of project completion.
b. Archived Plans shall be of the originally approved plans (Conformed Plans),
including signatures of approval, with all contract change order(s), field
directives and as -built information added over the originally approved
information.
c. Archived Plans shall be provided in an electronic format such as Adobe PDF
or Tiff file formats, a minimum of 200 Dot per Inch resolution, optimized to a
file size not to over burden the typical computer workstation or take more than
5 seconds to open on said
d. The entire set of plans ma
both, in order to comply r
e. The Archived Plans shall n
files, because this introdue(
or otherwise different from
drawings
information aaaea (no aeietic
formats described in number
cstation.
in one file or one file for each sheet but not
lumber 3 above.
e made directly from the electronic drawing
chance for error or something changed, deleted
originally approved plans. As a secondary
ie be provided in duplicate; one set of the
formed plans) and a second set of the electronic
atraet- change order, field directives and as -built
is) to the plans, then provided in one of the file
above.