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2006/02/28 City Council Resolution (7)RESOLUTION NO. 2006 -62 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ROHNERT PARK APPROVING THE AGREEMENT FOR SERVICES FOR EMERGENCY MANAGEMENT CONSULTING SERVICES WHEREAS, the City requires Emergency Management Consulting Services, to develop and conduct a functional Emergency Operation center exercise, with evaluation and recommendations; and and WHEREAS, Alves & Associates is qualified and experienced to provide said services; WHEREAS, Consultant to provide services for a lump sum of $6,000.00. NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Rohnert Park that it does hereby authorize and approve the Agreement for Services with Alves & Associates of Cotati, California for Emergency Management Consulting Services. BE IT FURTHER RESOLVED that the City Manager is hereby authorized and directed to execute this agreement in substantially similar form to the attached agreement for and on behalf of the City of Rohnert Park. DULY AND REGULARLY ADOPTED this 28th date of February 2006. ATTEST: City Clerk CITY OF ROHNER�T PARK Mayor mith BREEZE: AYE FLORES: AYE MACKENZIE: ABSENT VIDAK- MARTINEZ: AYE SMITH: AYE AYES: (4) NOES: (0) ABSENT: (1) ABSTAIN: (0) JH- S:05 -d AGREEMENT FOR SERVICES This Agreement is made and entered into this day of 2006, by and between the City of Rohnert Park, hereinafter referred to as the "City," aril hereinafter referred to as the "Consultant." ffA i Ad WHEREAS, the Consultant is qualified and experienced to provide such services. NOW, THEREFORE, said City and said Consultant for the considerations hereinafter set forfih, mutually agree as follows: 1. LCDY-E OF WORK. Consultant shall perform those services described as Tasks in the Saone of Wg& and Schedule of Performance attached as Exhibit "A" within the time frames stated therein. 2. COORDINATION. Cow shall assign Ron to personally participate in said project and to coordinate the activities of the Consultant. "Nowsm oziqvi-neal • A. City shall pay as compensation in full for such services and expenses at the rates set forth in the Rates and attached as Exhibit "B," the total sum not to exceed $ Progress payments will be tied to completion oftasks so all pa are proportioilitto the work completed. LUMP SUM ALTERNATE: Paragraph A. City shall pay Consultant as compensation in fall for such services the lump sum of S6_ .Od0.40. Additional compensation terms, if any, are set forth in the attached Exhibit "B." Consultant shall submit one invoice at the completion of the project: B. Consultant shall submit itemized monthly statements for work performed. City shall make any payment due within thirty (30) days after approval of the invoice by City. [OPTIONAL: Payment will be made for the approved amount of the invoice minus ten (10) percent. The ten (10) percent retained by City will be held until 30 days after final completion and acceptance of the contract work.] C. Payments due and payable to Consultant liar current services are within the current budget and within an available, unexhausted and unencumbered appropriation of the City. In the event the City has not appropriated suf%aient funds for payment of Consultant services beyond the current fiscal year, this Agreement shall cover only those costs incurred up to the conclusion of the current fiscal year, payment for additional work is conditional upon future City appropriation 4.I M. The term of this Agreement shall be from the date of its execution until the completion of the work contemplated by this Agreement and its final acceptance by City unless terminated earlier as provided herein. ALTERNATE: The term of this Agreement shall be from March 1, 2006 to May 319 2006, unless terminated earlier as provided herein. 5. NOTICES. All notices, bills, and payments shall be made in writing and may be given by personal delivery or by rail. Notices, bills and payments sent by mail mould be addressed as follows: TO CITY: 104N14 S&5! z CITY OF ROHNERT PARK P.O. Box 660 ROBNERT PARK, CA 94559 -0660 TO CONSULTANT: Ron Alves Alves & Associates PO Box 220 CotsA CA 94931 and when so addressed, shall be deemed given upon deposit in the United States mail, postage prepaid. In all other instances, notices, bills and payments shall be deemed given at the time of actual delivery. Changes may be made in the names and adds of the person to whom notices, bills and payments are to be given by giving notice pursuant to this Paragraph 6. AMENDMENT OF SCOPE OF WORK. City shall have the right to amend the Scope of Work within the Agreement by written noon to the Consultant. In such event, the compensation and time of performance shall be subject to renegotiation upon written demand of either party to the Agreerruent. Failure of the Consukam to secure City's written authorization for extra or changed work shall constitute a waiver of any and all right to adjustment in the coaftsa price or time due, whether by way of compensation. restitution, quantum meruit, etc. for work done without the appropriate City authorization. 7. CITY'S RIGHT TO TERMINATFJSUSPEND CONTRACT. At any time and for any or no reason, City shall have the right to terminate this Agreement, take possession of the Consultant`s work, e.g., studies, preliminary drawings, computations, specifications, etc., insofar as they are complete and acceptable to the City, and pay the Consultant such equitable proportion of the total remuneration as the work satisfactorily done by the Consultant at the time of such discontinuaim bears to the whole of the work required to be douse by the Consultant urn the terns ofthis Agreement. 8. COMMON OF WORK. The performance of services or acceptance of information furnished by Consultant shall not relieve the Consultant from obligation to correct any defective, inaccurate or incomplete work subsequently discovered and all such work shall be remedied by the Consuhant on demand without cost to the City. 9. DELAYS AND EXTEAiMIS. The Consultant will be granted time extensions for delays beyond the Consultant's control. Time extensions will be equal to the length of the delay or as otherwise agreed upon between the Consultant and the City. In such event, compensation as set forth in the Scope of Work shall be subject to renegotiation upon written demand of either party to the Agreement. 10. RECORDS OF PERFORMANCE. Consult shall maintain adequate records of contract performance costs, expenses, etc., and make there records available for inspection, audit, and copying by the City during the agreement period and for a period of three (3) years from the date of final payment. 11. SUBCONTRACTING. None of the services covered by this contract shall be subcontracted without the prior written consent of the City. In accordance with Government Code Section 7550, Consultant agrees to state in a separate section of any filed report the numbers and dollars amounts ofall contracts and subcontracts relating to preparation ofthe report. 11 ASSIGNMI?ff. The Agreement shall not be assigned by the Consultant in whole or in part, without the written consent of the City. 13. INDEMNIFICATION. To the full extent permitted by law, Consultant shall jrcicmnify, hold harmless, release and defend City, its officers, employees and agents from and against any and all actions, claims, demands, damages, disability, losses, expenses including attorney's fees and other defense costs and liabilities of any nature that may be asserted by any person or entity including Consultant, in whole or in part, arising out of Consultant's activities hereunder, including the activities of other persons employed or utilized by Consultant in the performance of this Agreement (including design defects and regardless of Cites approval, use or acceptance of the work or work product hereunder) excepting liabilities due to the sole negligence or vwiitf il misconduct of City . This indemnification obligation is not limited in any way by any limitation on the amount or type of damages or compensation payable by or for Consultant under Worker's Compensation, disability or other employee benefit acts or the terms, applicability or limitations of any insurance held or provided by Consultant and shall continue to bind the parties after ter ninationlcompletion of this Agreement. 14. INSURANCE. Without limiting Consultant's indemnification provided herein, Consultant shall take out and maintain, throughout the period of this Agreement, the following policies of insurance placed with insurers with a current A.M. Bests rating of no less than A:VII or its equivalent against injury/death to persons or damage to property which may arise from or in connection with the activities hereunder of Consultant, its agents, employees or subcontractors: A. Comprehensive or Commercial General Liability Insurance at least as broad as Insurance Services Office Commercial General Liability coverage (occurrence form CG 0001), in an amount of$1,000,000.00 per occurrence Ifwork involves explosive, underground or collapse risks, XCU must be included. If a general aggregate limit is used, either the general aggregate limit shall apply separately to this project or the general aggregate shall be twice the required occurrence limit. Said policy shall contain, or be endorsed with, the following provisions: (1) The City, its officers, employees and agents, are covered as insureds for liability arising out of the operations performed by or on behalf of Consultant. The coverage shall contain no special limitations on the scope of protection afforded to the City, its officers, agents and employe (2) The policy shall not be canceled or materially reduced in coverage without thirty (30) days prior written notice (10 days for non- payment of premium) to City by certified mail. (3) The inclusion of more than one insured shall not operate to impair the rights of one insured against another insured, and the coverage afforded shall apply as though separate policies had been issued to each insured, but the inclusion of more than one insured shall not operate to increase the limits of the insu rex's liability. (4) For claims related to this project, the Consultant's insurance is primary coverage to the City, and any kmvance or self - insurance programs maintained by the City is excess to Consultant's insurance and will not be called upon to contribute with it. (5) Any failure to comply with reporting or other provisions of the parties, including breach of warranties, shall not affect coverage provided to City, its officers, employees and agents. B. Automobile liability insurance with coverage at least as broad as ISO Form numbers CA 000106 92, Code 1(any auto), for vehicles used in the performance of this Agreement with minimum coverage of not less than $1, 000,000 per accident combined single limit (CSL). Such policy shall contain or be endorsed with the provision that coverage shall not be canceled or materially reduced in coverage without thirty (30) days prior written notice (10 days for non- payment of premium) to City by certified mail. C. Worker's Compensation insurance testing statutory limits of Labor Code which policy shall contain or be endorsed to contain a waiver of subrogation against City, its officers, agents, and employees and provide for thirty (30) days prior written notice to City in the event of cancellation. If Consultant has no employees, Consultant may sign and file the following certif cation in lieu of insurance: "Yam amve of the provisions of California Labor Code Section 3700 which requires every employer to be insured against liability for workers' compensation or to wdertake self- insurance in accordance with the provisions of ' that code, and 1 will comply with the provisions of that code before commencing with and clueing the per of die work of && contract." D. Professional liability insurancekmors and omission coverage in an amount no less than $1,000,000.00 combined single limit (CSL). If insurance is written on a claim -made basis, Consultant agrees to maintain such insurance in effect for at least three (3) years following completion of performance under this Agreement. E. Consultant shall famish City with certificates and original endorsements effecting the required coverage prior to execution of this Agreement by City. The endorsements shall be on forms provided by City or as approved by City Attorney. Any deductible or self - insured retention over $100, 000.00 shall be disclosed to and approved by City. If Consultant does not keep all required insurance policies in full force and effect, City may, in addition to other remedies under this Agreement, take out the nay insurance, and Consultant agrees to pay the cost of said insurance. 15. STANDARD OF CARE. City relies upon the professional ability of Consultant as a material inducement to entering into this Agreemmt. Consultant agrees to use reasonable care and diligence in rendering services under this Agreement. Consultant agrees that the acceptance of his work by City shall not operate as a waiver or release of said obligation of Consultant. The absence, omission, or failure to include in this Agreement, items which are normally considered to be a part of generally accepted professional procedure or which involve professional judgment shall not be used as a basis for submission of inadequate work or incomplete performance. 16. COVENANT AOAM OMNOEff FEES. The Conmiltant warrants that he has not employed or retained any company or person, other than a bona fide employee working for the Consultant, to solicit or secure this Agreement, and that he has mt paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift, or any other contion, cow upon or resulting from the award or making this Agreement. For breach or violation of this warranty, the City shall have the right to annul this Agreement without liability, or, in its discretion to deduct from the Agreement price or consideration, or otherwise recover, the full amount of such fee, commission, percentage, brokerage gift, or contingent fee. 17. CONFLICT OF INTEREST. Consultant covenants that it presently has no interest and shall not acquire any interest, direct or indirect, which would conflict in any manner or degree with the performance of its services hereunder. Consultant further covenants that in the performance of this Agreement, no person having any such interest shall be employed 18. STATEMENT OF F9D-S MI,C INTEREST. If City determines Consultant comes within the definition of Consultant under the Political Reform Act (Government Code §87100), Consultant shall complete and file and shall require any other person doing work under this Agreement to complete and file a "Statement of Economic Interest" with the Clerk of the City of Rohnert Park disclosing Consultant and/or such other persons financial interests. 19. This Agreement shall constitute the entire Agreement between the parties and shall supersede any previous agreements, whether verbal or written, concerning the same subject matter. No modification of this Agreement shall be effective unless and until evidence by a writing is signed by both parties. 20. If Consultant should fail to perform any of his obligations hereunder, within the time and in the manner herein provided or otherwise violate any of the terms of this Agreement, City may terminate this Agreement by giving Consultant written notice of such termination, stating the reason for such termination. In such event, Cow shall be entitled to receive as full payment for all services satisfactorily rendered and expenses incurred hereunder, an amount which bears the same ratio to the total fees specified in the agreement as the services satisfactorily rendered hereunder by Consultant bear to the total services otherwise required to be performed for such total fee; provided, however, that the City shall deduct from such amount the amount of damage, if any, sustained by City by virtue of the breach of the Agreement by Consultant. 21. NO W,R OF BREACH:. The waiver by City of any breach of any term or promise contained in this Agreement shall not be deened to be a waiver of such term or provision or any subsequent trench of the same or any other term or promise cow in this Agreement. Tune is of the eanace in drying ouut the duties hereunder. 22. IBM PARTY BENEFICIARIES. Nothing contained in this Agreement shall be construed to create and the parties do not intend to create any rights in third parties. 23. ATTORNEY FEES, APPLICAM E LAW AND FORUM. In the event either party brings an action or proceeding for damages arising out of the other`s performance under this Agreement or to establish the right or remedy of either party, the prevailing party shall be entitled to recover reasonable attorney fees and costs as part of such action or proceeding, whether or not such action or proceeding is prosecuted to ,judgment. This Agreement shall be construed and interpreted according to California law, and any action to enforce the terms of this Agreed or for the breach thereof shall be brought and tried in the County of Sonoma. 24. INDEI'ENDM 4 CTOR Tln parties intend that Consultant, in performing the services specified herein, shall act as an ids contractor and shall have control of the work and the manner in which it is performed. Consultant is not to be considered an agent or employee of the City and is not entitled to participate in any pension plan, insurance, bonus or similar benefits City provides its employees. In the event City exercises its right to terminate this Agreement, Consultant expressly agrees that he/she shall have no recourse nor right of appeal under rules, regulations, ordinances or laws applicable to employees. 25. TAXES. Consultant agrees to file tax returns and pay all applicable taxes on amounts paid pursuant to this Agreement and shall be solely liable and responsible to pay such taxes and other obligations, including, but not limited to, state and federal income and FICA taxes. Conmdtant agrees to indemnify and hold the City harmless from any liability which it may incur to the United States for to the State of California as a consequence of Consultant's failure to pay, when due, all such taxes and obligations. 26. EMPLOYMENT FItACIM. Consultant shall not discriminate in its performance- under the Agreement either directly or indirectly on the grounds of race, color, religion, sex, age, national origin, or other prohibited grounds in its employment practices, and shall take affirmative steps to ensure that applicants are employed and employees are treated during employment without regard to race, color, religion, sex, age, national origin, or other prohibited 27. COMPLIAN W. Consult shall comply with all applicable federal, state and local laws, rules and regulation affwtiag the Consultant and his✓her work der. Consultant represents and warrants to City that Consultant has all licenses, permits, qualifications and approvals of whatsoever nature which are legally required for Consultant to practice Consultant's profession and to do the work hereunder Consultant represents and warrants to City that Consultant shall, at its sole cost and expense, keep in effect at all times during the term of this Agreemnt any licenses, permits, and approvals which are legally required for Consultant to practice his/her profession and do the work contemplated by this Agreement. 28. TITLE TO DOCUMENTS. Title to all plans, specifications, maps, estimates, reports, manuscripts, drawings, descriptions and other final work products compiled by the Consultant under the Agreement shall be vested in the City, none of which shall be used in any manner whatsoever, by any person, firm, corporation, or agency without the expressed written consent of the City . Basic survey notes and sketches, charts, computations, and other data prepared or obtained under the Agent shall be made available, upon request, to the City without restriction or (imitations on their use. Consultant may retain copies of the above- descn' bed information but agrees not to disclose or discuss any information gathered, discussed or generated in any way thorough this Agreement without the written permission of City during the term of this Agreement or until ninety (90) days after receipt of final payment from City. 29. INTERPRETATION. Notwithstanding the fad that one or more provisions of this Agreement may have been drafted by one of the parties to this Agreement, such provisions shall be interpreted as though they were a product of a joint drafting effort and no provisions shall be interpreted against a party on the ground that said parry was solely or primarily responsible for drafting .the language to be interpreted. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed the day and year first above written CITY OF ROHNERT PARK: CONS TANT: By: Stephen R. Donley, City Manager (lUk) ATTEST: By: Mde) CITY CLERK COUNTERSIGNED: FINANCE DIRECTOR APPROVED AS TO FORM: Lal a-, � Lil �- � '--'CITY ATTO Per Resolution No. 2006 -62 adopted by the City Council February 28, 2006 EDIT "A" DeWerabb Task 1— Prepamtory Work & Facilitation of Exercise Data Worksko Task IA - Ramir.A Development of 2tj2qTjves Task I B - Workshop Material ' n Task I C - Facilitate Alessage and Simulator T ' ' Worksho s . Task 2 — Exercise Development Task 2A - .Assist with re -write of ExPlan Task 2B - Assist with re -write of COSIN Task 3 — Exercise Conduct Task 3A - Provide an Exercise Director I Evahiator gE Up Supervisor Alves Task 3B - Provide a Simulation Group S ' r , ! 1 COMPENSATION RATES AND CHARGES Deliverable Hours Amount Task 1 — Preparatory Work & Facilitation of Exercise Desku WorUhops Task IA - Research, Develo meat of Objectives 8 $ 800.00 Task 1 B - Worksho p Material Prepam tin 20 $ 2,000.00 Task 1C - Facilitate M e writing and Simulator Tmiuin Z Workslm 8 $800.00 Task 2 — Exercise Development Task 2A - Assist with re -write of ExPlan 8 $ 800.00 Task 2B - Assist with re -write of COSIbT 8 $ 800.00 Task 3 — Exercise Conduct Task 3A - Provide an Exercise Director / Evahi ttor Group Supervisor Alves 4 $ 400.00 Task 3B - Provide a Simulation Group, Superviso r 4 $400.00 Total $6,000.00 CERTIFICATE OF CONSULTANT I HEREBY CERTIFY that I am the }'rincipa and a duly authorized representative of the firm of ALM & ASSOCIATES. whose address is PO Box 120, CotatL CA 94931, and that neither I nor the above firm I here represent has: a) Employed or retained for a commission, percentage, brokerage, contingent fee, or other consideration, any firm or person (other than a bona We employee working solely for me or the above consultant) to solicit to secure this Agreement. b) Agreed, as an express or implied condition for obtaining this contract, to employ or retain the services of any firm or person in connection with carrying out the Agreement; or c) Paid, or agreed to pay, to any firm, organization or person (other than a bona fide employee working solely for me or the above consultant) any fee, cortnUtion, donation, or consideration of any kind for, or in connection with, procuring or carrying out the Agreement; Except as here expressly stated (if any); I acknowledge that this certificate is subject to applicable State and Federal laws, both criminal and civil. 2kd �O Date Signature