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2013/09/10 City Council Resolution 2013-130RESOLUTION NO. 2013 -130 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ROHNERT PARK AUTHORIZING AND APPROVING AN AGREEMENT FOR THE EAST SIDE TRUNK SEWER PHASE II PROJECT NO. 2007-02 WITH GHD FOR ENGINEERING DESIGN SERVICES WHEREAS, on June 25, 2013, Council directed staff to proceed with the construction of the East Side Trunk Sewer Project No. 2007 -02 ( "Project "); WHEREAS, GHD was the consultant selected as the Design Engineer for the East Side Trunk Sewer due to (1) the quality of the team and ability to staff the Project, (2) their experience and expertise in this particular type of work, in particular their work as the engineer of record for the Project, and (3) their understanding of the Project as demonstrated in the selection process; NOW, THEREFORE BE IT RESOLVED that the City Council of the City of Rohnert Park authorizes and approves an Agreement by and between GHD, and the City of Rohnert Park, a municipal corporation, for design review and value engineering and Engineering Design and related services for the East Side Trunk Sewer Project No. 2007 -02, for a not -to- exceed amount of two hundred forty nine thousand eight hundred and fifty dollars ($249,850). BE IT FURTHER RESOLVED that the City Manager is hereby authorized and directed to execute such an Agreement in substantially similar form to the agreement attached hereto as Exhibit A, which is incorporated herein by this reference, subject to minor modification by the City Manager or the City Attorney, on behalf of the City of Rohnert Park. DULY AND REGULARLY ADOPTED by the City Council of the City of Rohnert Park this 10th day of September 2013. ATTEST: 1411 j Anne Buergler, City Cler Attachment: Contract 119 CITY OF ROHNERT PARK Pam Stafford, Mayor ��4��'fik7 Ilar+. I I, k; 62. AHANOTU: AVE BELFORTE: NVC MACKENZIE: Oil F, _ CALLINAN: MU STAFFORD: PYE AYES: ( 5 ) NOES: ( 0 ) ABSENT: ( b ) ABSTAIN: (p ) City of Rohnert Park 130 Avrarn Ave. Rohnert Park, CA 94928 DESIGN PROFESSIONAL SERVICES AGREEMENT RE: EAST SIDE TRUNK SEWER ENGINEERING DESIGN SERVICES THIS AGREEMENT is entered into as of the 10"' clay of September, 2013, by and between the CITY OF ROHNERT PARK ( "Cite "), a California municipal corporation, and GHD, Inc., ( "Design Professional "), a California corporation. Recitals WHEREAS, City desires to obtain engineering design -services in connection with East Side Trunk Sewer Project No. 2007 -02, and WHEREAS, Design Professional hereby represents to the City that Design Professional is skilled and able to provide such services described in Section 1 of this Agreement; and WHEREAS, City desires to retain Design Professional pursuant to this Agreement to provide the services described in Section 1 of this Agreement. Agreement NOW, THEREFORE, THE PARTIES HERETO AGREE AS FOLLOWS: 1. Scope of Services, Subject to such policy direction and approvals as the City may determine from tilne to title, Design Professional shall perform the services set out in the "Scope of Work and Schedule of Performance" attached hereto as Exhibit A. 2. Time of Performance. The services of Design Professional are to commence upon receipt of a written notice to proceed from City, but in no event prior to receiving a fully executed agreement from City and obtaining and delivering the required insurance coverage, and satisfactory evidence thereof, to City. The services of Design Professional are to be completed not later than December 31, 2014. Design Professional shall perform its services in accordance with the schedule set out in the "Scope of Work and Schedule of Performance" attached hereto as Exhibit A. Any changes to the dates in this Section or Exhibit A must be approved in writing by the City. 3. Compensation and Method of Pa n� ient. A. Compensation. The compensation to be paid to Design Professional, including both payment for professional services and reimbursable expenses, shall be at the rate and schedules attached hereto as Exhibit B. However, in no event shall the amount City pays Design Professional exceed Two Hundred Forty -nine Thousand .Eight Hundred Fifty Dollars and -1- 1126651 v3 80078/0012 v2012 -09 no cents ($249,850.00). 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 itemized monthly invoices for work performed. City shall make payment, in fiill, within thirty (30) days after approval of the invoice by City. (2) Payments due and payable to Design Professional for current services must be within the current budget and within an available, unexhausted and unencumbered appropriation of the City. In the event the City has not appropriated sufficient fiends for payment of Design Professional services beyond the current fiscal year, this Agreement shall cover only those costs incurred up to the conclusion of the current fiscal gear; payment for additional work is conditional upon future City appropriation. C. Changes in Compensation. Design Professional will not undertake any work that will incur costs in excess of the amount set forth in Section 3(A) without prior written amendment to this Agreement. D. Standard of Quality. City relies upon the professional ability of Design Professional as a material inducement to entering into this Agreement. All work performed by Design Professional under this Agreement shall be in accordance with all applicable legal requirements and shall meet the standard of quality ordinarily to be expected of competent professionals in Design Professional's field of expertise. E. Taxes. Design Professional shall pay all taxes, assessments and premiums under the federal Social Security Act, any applicable unemployment insurance contributions, Workers Compensation insurance premiums, sales taxes, use taxes, personal property taxes, or other taxes or assessments now or hereafter in effect and payable by reason of or in connection with the services to be performed by Design Professional. R No Overtime or Premium Pair, Design Professional shall receive no premium or enhanced pay for work normally understood as overtime, i.c,, hours that exceed forty (40) hours per work week, or work performed during non - standard business hours, such as in the evenings or on weekends, unless specifically required by the applicable task order and authorized by City in writing. Design Professional shall not receive a premium or enhanced pay for work performed on a recognized holiday. Design Professional shall not receive Maid time off for days not worked, whether it be in the form of sick leave, administrative leave, or for any other form of absence. G. Litigation Support, Design Professional agrees to testify at City's request if litigation is brought against City in connection with Design Professional's report. Unless the action is brought by Design Professional or is based upon Design Professional's negligence, City will compensate Design Professional for the preparation and the testimony at Design -2- 11266510 80078/0012 v2012 -09 Professional's standard hourly rates, if requested by City and not part of the litigation brought by City against Design Professional. 4. Amendment to Scope of Work: City shall have the right to amend the Scope of Work within the Agreement by written notification to the Design Professional, In such event, the compensation and time of performance shall be subject to renegotiation upon written demand of either party to the Agreement. Failure of the Design Professional to secure City's written authorization for extra or changed work shall constitute a waiver of any and all right to adjustment in the contract price or time due, whether by way of compensation, restitution, quantum meruit, etc, for work clone without the appropriate City authorization: 5. Duties of City. City shall provide all information requested by Design. Professional that is reasonably necessary to performing the Scope of Work. City retains all rights of approval and discretion with respect to the projects and undertakings contemplated by this Agreement. 6. Ownership of Documents. A. The plans, specifications, estimates, programs, reports, models, and other material prepared by or on behalf of Design Professional -tinder this Agreement including all drafts and working documents, and including electronic and paper forms (collectively the "Documents"), shall be and remain the property of the City, whether the Services are completed or not. Design Professional shall deliver all Documents to City, upon request at (1) the completion of the Services, (Z) the date of termination of this Agreement for any reason, or (3) request by City in writing, or (4) payment of all monies due to Design Professional. B. The Documents may be used by City and its officers; elected officials, employees, agents, and volunteers, and assigns, in whole or in part, or in modified form, for all purposes City may deem advisable without further employment of or payment of any compensation to Design Professional. If City desires to modify Documents before using there, City shall obtain written consent from Design Professional for any such modification, and such consent shall not unreasonably be withheld. If City modifies Doctunents without obtaining written consent from Design Professional, Design Professional shall not be liable to City for any damages resulting fi•orn use of such modified Documents, provided that the Design Professional was not a proximate cause of such damages. C. Design Professional retains the copyright in and to the intellectual property depicted in the Documents subject to Design Professional's limitations and City's nights 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; fiully paid, sole and exclusive license and right to use and exercise any and all of the copyrights or other intellectual property rights that Design Professional may author or create, alone or jointly with others, in or with respect to the Documents, including without limitation all analysis, reports, designs and graphic representations. City's license shall include the right to sublicense, shall be for all purposes with respect to each right of copyright, and shall be without restriction. -3- 1126651x3 80078/0012 v2012 -04 D. Design Professional shall include in all subcontracts and agreements with respect to the Services that Design Professional negotiates, language which is consistent with this Section 6. E. All reports, information, data, and exhibits prepared or assembled by Design Professional in connection with the performance of its Services pursuant to this Agreement are confidential until released by the City to the public, and the Design Professional shall not make any of these documents or information available to army individual or organization not employed by the Design Professional, or the City without the written consent of the City before any such release. This provision shall not apply to information that (1) is already in the public domain, (2) was previously known by Design Professional, (3) Design Professional is required to provide by law, or (4) reasonably required by Design Professional to conduct its defense in a legal or similar proceeding, so long as Design Professional notifies City in writing before use of such information. 7. Ennploynient of Other Design Professionals Specialists or Experts. A. Design Professional will not employ or otherwise incur an obligation to pay other consultants, specialists or experts for services in connection with this Agreement without the prior written approval of the City, Any consultants, specialists or experts approved by City are listed in Exhibit D. B. Design Professional represents that it has, or will secure at its own expense, all personnel required in performing the Services. All of the Services required hereunder will be performed by the Design Professional or under Design Professional's supervision, and all personnel engaged in the work shall be qualified to perform such services. C. Design Professional shall make every reasonable effort to maintain stability and continuity of Design Professional's Key Personnel assigned to perform the Services. Key Personnel for this contract are listed in Exhibit D. D. Design Professional shall provide City with a minintnnim twenty (20) days prior written notice of any changes in Design Professional's Key Personnel, provided that Design Professional receives such notice, and shall not replace any Key Personnel with anyone to whom the City has a reasonable objection. E. Design Professional plans to retain the subconsultants listed in Exhibit D, who will provide services as indicated in Exhibit D. P. Design Professional will not utilize subconsultants other than those listed in Exhibit D without advance written notice to the City. Design Professional will not utilize a subconsultant to whom the City has a reasonable objection. Subconsultants providing professional services will provide professional liability insurance as required in Exhibit C unless the City waives this requirement, in writing. 8. Conflict of Interest. -4- 112665 10 80078/0012 v2012 -09 A. Design Professional understands that its professional responsibility is solely to City. Design Professional warrants that it presently has no interest, and will not acquire any direct or indirect interest, that would conflict with its performance of this Agreement. Design Professional shall not knowingly, and shall take reasonable steps to ensure that it does not, employ a person having such an interest in the performance of this Agreement. If Design Professional. discovers that it has employed a person with a direct or indirect interest that would conflict with its performance of this Agreement, Design Professional shall promptly disclose the relationship to the City and take such action as the City may direct to remedy the conflict, B. Design Professional (including principals, associates and professional employees) covenants and represents that it does not now have any investment or interest in real property and shall not acquire any interest, direct or indirect, in the area covered by this contract or any other source of income, interest in real property or investment which would be affected in any manner or degree by the performance of Design Professional's Services hereunder, Design Professional further covenants and represents that in the performance of its ditties hereunder no person having any Such interest shall perform any services Under this Agreement, C. Design Professional is not a designated employee within the meaning of the Political Reform Act because Design Professional; (1) Will conduct research and arrive at conclusions with respect to his /her rendition of information, advice, recommendation or counsel independent of the control and direction of the City or of any City official other than normal contract monitoring; and (2) Possesses no authority with respect to any City decision beyond the rendition of information, advice, recommendation or counsel (FPPC Reg. 18700(x)(2)). 9. Interest of Members and Employees of City. No member of the City and no outer officer, elected official, employee, agent or volunteer of the City wlio exercises any functions or responsibilities in connection with the carrying out of any project to which this Agreement pertains, shall have any personal interest, direct or indirect, in this Agreement, nor shall any such person participate in any decision relating to this Agreement which affects its personal interests or the interest of any corporation; partnership or association in which he /she is directly or indirectly interested. 10. Liability of Members and Employees of City. No member of the City and no other officer, elected official, employee, agent or volunteer of the City shall be personally liable to Design Professional or otherwise in the event of any default or breach of the City, or for any amount which may become due to Design Professional or any successor in interest, or for any obligations directly or indirectly incurred under the terms of this Agreement. 11, Indemnity. A. To the fullest extent permitted by law (including, without limitation, California Civil Code Sections 2782 and 2782.$), Design Professional shall defend (with legal counsel reasonably acceptable to City), indemnify, and hold harmless City and its officers, elected officials, employees, agents, and volunteers (collectively "Indemnitees ") from and against -5- 1126651x3 80078/0012 v2012 -09 any and all claims, loss, cost, damage, injury (including, without limitation, injury to or death of an employee of Design Professional or its subeonsultants), expense and liability of every kind, nature and description (including, without limitation, fines, penalties, reasonable court costs and reasonable attorneys' fees, litigation expenses and fees of expert consultants or expert witnesses incurred in connection therewith, and costs of investigation), that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of Design Professional, any subconsultant, anyone directly or indirectly employed by them, or anyone that they control (collectively "Liabilities "). Such negligence, recklessness, or willful misconduct includes without limitation the failure of Design Professional to disclose information known by Design Professional to be material to performing the Services. Such obligations to defend, hold harmless and indemnify any Indenunitee shall not apply to the extent that such Liabilities are caused by the negligence, active negligence, or willful misconduct of such Indemnitee. Notwithstanding any provision of this Agreement to the contrary, the extent of Design Professional's obligation to defend, indemnify, and hold harmless shall be governed by the provisions of California Civil Code Section 2782,8, B. Neither termination of this Agreement nor completion of the Services shall release Design Professional from its obligations under this Section 11, as long as the event giving rise to the claim, loss, cost, damage, injury, expense or liability occurred prior to the effective date of any such termination or completion, C. Design Professional agrees to obtain executed indemnity agreements with provisions identical to those set forth in this section from each and every subconsultant or any other person or entity involved by, for, with or on behalf of Design Professional in the performance of this Agreement. If Design Professional fails to obtain such indemnity obligations from others as required, Design Professional shall be filly responsible for all obligations under this Section, City's failure to monitor compliance with this requirement imposes no additional obligations on City and will in no way act as a waiver of any rights hereunder. The obligation to indemnify and defend City as set forth herein is binding on the successors, assigns or heirs of Design Professional and shall survive the termination of this Agreement or this section. D. Design Professional's compliance with the insurance requirements does not relieve Design Professional from the obligations described in this Section 11, which shall apply whether or not such insurance policies are applicable to a claim or damages. 12. Design Professional Not an Agent of City. Design Professional, its officers, employees and agents shall not have any power to bind or commit the City to any decision. 13. Independent. Contractor. It is understood that Design Professional, in the performance of the work and services agreed to be performed by Design Professional, shall act as and be an independent contractor as defined in Labor Code 3353 and not an agent or employee of City; and as an independent contractor, Design Professional shall obtain no rights to retirement benefits or other benefits which accrue to City's employees, and Design Professional hereby expressly waives any claim it may have to any such rights, Design Professional, its officers, employees and agents shall not have any power to bind or commit City to any decision. 14, Compliance with Laws. _o_ 1126651x3 80078/0012 v2012 -09 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 Roluiert Park Municipal Code prior to City's issuance of an authorization to proceed with the Services. Such license(s) must be kept valid throughout the term of this Agreement, Any corrections to Design, Professional's reports or other Documents (as defined in Section 6) that become necessary as a result of Design Professional's failure to comply with these requirements shall be made at the Design Professional's expense. B. Updates, Should Design Professional become aware that the requirements referenced in subparagraph A above change after the date of a report or other Document is prepared, Design Professional shall be responsible for notifying City of such change in requirements. 'Design Professional will bring the Documents into conformance with the newly issued requirements at the written direction of City. Design Professional's costs for providing services pursuant to this paragraph shall be submitted to City as Additional Services, C. Licenses'and Permits. Design Professional represents that it has the skills, expertise, licenses and permits necessary to perform the Services. Design Professional shall perform all such Services in the manner and according to the standards observed by a competent practitioner of the same profession in which Design Professional is engaged, All products of whatsoever nature which Design Professional delivers to City pursuant to this Agreement shall conform to the standards of quality normally observed by a person practicing in Design Professional's profession. Permits and /or licenses shall be obtained and maintained by Design. Professional without additional compensation throughout the terns of this Agreement. D. Documents Stamped. Design Professional shall Have documents created as part of the Services to be performed under this Agreement stamped by registered professionals for the disciplines covered by Design Professional's Documents as required by Section 6735 of the Business and Professionals Code or any other applicable law or regulation. Design Professional shall not be required to stamp any documents not prepared under its direct supervision. The City will not be charged an additional fee to have such documents stamped. . E, Workers' Compensation. Design Professional certifies that it is aware of the provisions of the California Labor Code which require every employee to he 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. R 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 t, Article 2. Copies of the applicable wage determination are on file at City Clerk's office. This provision to comply with prevailing wage laws takes precedence over the provisions of paragraph 3.F. -7- 1126651A 80078/0012 v2012 -09 G. Injury and Illness Prevention Pro ram. 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 or liable for Design Professional's failure to comply with any and all of the requirements set forth in this Agreement. 15. Nonexclusive Agreement. Design Professional understands that this is not all exclusive Agreement and that City shall have the right to negotiate with and enter into contracts with others providing the same or similar services as those provided by Design Professional as the City desires. 16. Confidential Information. All data, documents, discussions or other information developed or received by or for Design Professional in performance of this Agreement are confidential and not to be disclosed to any person except as authorized by City, as required by lave, or as otherwise allowed by this Agreement. 17, Insurance. Design Professional shall provide insurance in accordance with the requirements of Exhibit C, 18. Assignment Prohibited. Design Professional shall not assign any of its rights nor transfer any of its obligations tinder this Agreement without the prior written consent of City and any attempt to so assign or so transfer without such consent shall be void and without legal effect and shall constitute grounds for termination. 19. Termination: A. If Design Professional at any time refuses or neglects to prosecute its Services in a timely fashion or in accordance with the schedule, or is adjudicated a bankrupt, or conimits any act of insolvency, or makes an assignment for the benefit of creditors without City's consent, or fails to make prompt payment to persons furnishing labor, equipment, materials or services; or fails in any respect to properly and diligently prosecute its Services, or otherwise fails to perform fully any and all of the agreements herein contained, Design Professional shall be in default. B. If Design Professional fails to clue 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 clue or thereafter to become due to Design Professional udder this Agreement; and/or (2) terminate Design Professional's right to proceed with this Agreement. C. hi the event City elects to terminate, City shall have the right to immediate possession of all Documents and work in progress prepared by Design Professional, whether located at Design Professional's place of business, or at the offices of a subconsultant, and may employ any other person. or persons to finish the Services and provide the materials therefore. In 112665113 80078/0012 v2012 -09 case of such default termination, Design Professional shall not be entitled to receive any further payment tinder 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 all amount not to exceed the Not -To- Exceed Amount which shall be calculated as follows: (1) Payment for Services then satisfactorily completed and accepted by City, plus (2) Payment for Additional Services satisfactorily completed and accepted by City, plus (3) Reimbursable Expenses actually incurred by Design Professional, as approved by City. The amount of any payment made to Design Professional. prior to the date of termination of this Agreement shall be deducted from the amounts described in (1), (2) and (3) above. Design Professional shall not be entitled to any claim or lien against City for any additional compensation or damages in the event of such termination and payment, In addition, the City's right to withhold funds under Section 19.C, shall be applicable in the event of a termination for convenience. E, If this Agreement is terminated by City for default and it is later determined that the default termination was wrongfiil, such termination automatically shall be converted to and treated as a Termination for Convenience tinder this Section 19 and Design Professional shall be entitled to receive only the amounts payable under Section 19.D.. 20, Suspension. The City shall Have the authority to suspend this Agreement and the services contemplated herein, wholly or in part, for such period as lie /she deems necessary date to unfavorable conditions or to the failure on the part of the Design Professional to perform any provision of this Agreement. Design Professional will be paid for satisfactory Services performed through the date of temporary suspension. In the event that Design Professional's services hereunder are delayed for a period in excess of six (6) months due to causes beyond. Design Professional's reasonable control, Design Professional's compensation shall be subject to renegotiation. 2l , Entire Agreement and Amendment. This Agreement constitutes the Complete and exclusive statement of the agreement between. City and Design Professional and supersedes any previous agreements, whether verbal or written, concerning the same subject matter. This Agreement may only be amended or extended from time to time by written agreement of the parties Hereto. 22, Interpretation, This Agreement shall be interpreted as though it was a product of a joint drafting effort and no provisions shall be interpreted against a party on the ground that said party was solely or primarily responsible for drafting the language to be interpreted. 23. Litigation Costs. If either party becomes involved in Litigation arising out of this Agreement or the performance thereof, the court in such litigation shall award reasonable costs and expenses, including attorneys' fees, to the prevailing party. In awarding attorneys' fees, the court will not be bound by any court fee schedule, but shall, if it is in the interest of justice to do so, award the full amount of costs, expenses, and attorneys' fees paid or incurred in good faith. -9- 11266510 80078/0012 v2012 -09 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 patty desires or is required to give to the other party shall be in writing and either served personally or sent by prepaid, first class mail. Any such notice, demand, etc, shall be addressed to the other panty at the address set forth herein below. Either party may change its address by notifj,ing the other Marty of the change of address. Notice shall be deemed conununicated within. 48 hours from the time of mailing if mailed as provided in this section. If to City: City Manager City of:Rohnert Park -City Hall 130 Avram Avenue Rohnert Park, CA 94928 If to Design Professional: Alex Culick GHD, hie. 2:235 Mercury Way Suite 150 Santa Rosa; CA 95407 26. Design Professional's Books and Records. A. Design Professional shall maintain any and all ledgers, books of account, invoices, vouchers, canceled checks, and other records or documents evidencing or relating to charges for services, or expenditures and disbursements charged to City for a minimum period of three (3) years, or for any longer period required by law, from the date of final payment to Design Professional. B. Design Professional. shall maintain all documents and records which demonstrate performance under this Agreement for a minimum period of three (3) years, or for any longer period required by law, from the date of termination or completion of this Agreement. C. Any records or documents required to be maintained pursuant to this Agreement shall be made available for inspection or audit, at any time during regular business hours, upon written request by the City Attorney, City Auditor, City Manager, or a designated representative of any of these officers. Copies of such documents shall be provided to City far inspection when it is practical to do so. Otherwise, unless an alternative is mutually agreed upon, the records shall be available at Design Professional's address indicated for receipt of.notices in this Agreement. D. City may, by written request by any of the above -named officers, require that custody of the records be given to City and that the records and documents be maintained in the City Manager's office. Access to such records and documents shall be granted to any panty authorized by Design Professional, Design Professional's representatives, or Design Professional's successor -in- interest. E. Pursuant to California Government Code Section 10527, the parties to this Agreement shall be subject to the examination and audit of representative of the Auditor General ME 1126651 v3 80075/0012 v2012 -09 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 Em to anent OpportqWly. Design Professional is an equal opportunity employer and agrees to comply with all applicable state and federal regulations governing equal employment opportunity. Design Professional will not discriminate against any employee or applicant for employment because of race, age, sex, creed, color, sexual orientation, marital status or national origin. Design Professional will take affirmative action to ensure that applicants are treated during such employment without regard to race, age, sex, creed, color, sexual orientation, marital status or national origin, Such action shall include, but shall not be limited to, the following: employment, upgrading; demotion or transfer; recruitment or recruitment advertising; lay -offs or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. Design Professional further agrees to post in conspicuous places; available to employees and applicants for employment, notices setting forth the provisions of this nondiscrimination clause. 28. Unauthorized Aliens, Design Professional hereby promises and agrees to comply with all the provisions of the Federal Immigration and Nationality Act-, 8 U.S.C.A. § 1101, et seq., as amended, and in connection therewith, shall not employ unauthorized aliens as defined therein. Should Design Professional so employ such unauthorized aliens for performance of work and /or services covered by this Agreement, and should any liability or sanctions be imposed against City for such use of unauthorized aliens, Design Professional hereby agrees to and shall reimburse City for the cost of all such liabilities or sarnctions imposed, together with any and all costs, including attorneys' fees, incurred by City. 29, Section Headings: The headings of the several sections, and any table of contents appended hereto, shall be solely for convenience of reference and shall not affect the meaning, construction or effect hereof: 30. City Not obligated to Third Parties. City shall not be obligated or liable for payment hereunder to any party other than the Design Professional, 31. Remedies Not Exclusive. No remedy herein conferred upon or reserved to City is intended to be exclusive of any other rentedy or remedies, and each and every such remedy, to the extent permitted by law, shall be cumulative and in addition to any other remedy given hereunder or now or hereafter existing at law or in equity or otherwise. 32. Severability. If any one or more of tiie provisions contained herein shall for any reason be held to be invalid, illegal or unenforceable in any respect, there such provision or provisions shall be deemed severable from the remaining provisions hereof, and such invalidity, illegality or unenforceability shall not affect any other provision hereof, and this Agreement shall be construed as if such invalid, illegal or unenforceable provision had not been contained herein. 33. No Waiver Cf 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 -11- 1126651v3 80078/0012 v2012 -09 and remedy given by this Agreement to City shall be exercised from time to time and as often as may be deemed expedient in the sole discretion of City. 34. Successors And Assigns. All representations, covenants and warranties set forth in this Agreement, by or on behalf of, or for the benefit of any or all of the parties hereto, shall be binding upon and inure to the benefit of such party, its successors and assigns. 35: Exhibits. The following exhibits are attached to this Agreement and incorporated herein by this reference: A. Exhibit A: B. Exhibit B: C. Exhibit C: D: Exhibit D: E. Exhibit E: Scope of Work and Schedule of Performance Compensation Insurance Requirements to Design Professional Services Agreement Key Personnel and Other Consultants, Specialists or Experts Employed by Design Professional Design Consultant Requirements 36, Execution, This Agreement may be executed in several counterparts, each of which shall constitute one and the salve instrument and shall become_ binding upon the parties when at least one copy Hereof shall have been signed by both parties Hereto. In approving this Agreement, it shall not be necessary to produce or account for More than orie such counterpart. 37. News Releases /Interviews, All Design Professional and subconsultant news releases, media interviews, testimony at liearings and public comment shall be prohibited unless expressly authorized by the City. 38. Venue. In the event that suit shall be brought by either party hereunder, the parties agree that trial of such action shall be held exclusively in a state court in the County of Sonoma, California. 39. Authority. All parties to this Agreement warrant and represent that they have the power and authority to enter into this Agreement in the names, titles, and capacities herein stated and on behalf of any entities, persons, or firms represented or purported to be represented by such entity(ics), person(s), or firms) and that all formal requirements necessary or required by any state acid /or federal law in order to enter into this Agreement have been ftiily complied with. Furthermore, by entering into this Agreement, Design Professional hereby warrants that it shall not have breached the terns or conditions of any other contract or agreement to which Design Professional is obligated, which breach would have a material effect Hereon. -12- 11266510 80078/0012 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 By: Gabriel A. Gonzalez, City Manager Date: Per Resolution No, 20 i3- adopted by the Rohnert Park City Council at its meeting of September 10, 2013 . APPROVED AS TO FORM: By: City Attorney ATTEST: By: — City Clerk -13- 1126651v3 80078/0012 v2012 -09 DESIGN PF.ES OI A By: Title: z. Date:'r DESIGN PROFESSIONAL By: _ Title: Date: EXHIBIT A Scope of Work and Schedule of Performance -14- 11266510 80078/0012 v2012 -09 �n August 19, 2013 Mr, Patrick Barnes, P.E. Deputy City tngineer City of RohnertPark 130 Avram Avenue Rohnert Park; CA 94928 RE: Proposal for Engineering Services -- Eastsido Trunk Sewer Phase 2 RE: Design Engineering Services During Construction Dear Pat: Our Ref: 840900311 GHD is pleased to submit this proposal for professional engineering services for the Eastside Trunk Sewer Phase 2 Project (the "Project'). This proposal Is for design engineering services during construction to support the City and Its construction manager. Tile proposal is based on our understanding of the project from previous discussions with City staff during the design and bid phases. Project Understanding The City advertised the Project for bid on July 19, 2013, with the Intent to begin construction activities by the end of September 2013. GHD understands that the project will be constructed under one construction contract that works through the various dry and wet seasons. The project Is not planned for a wet season shut down. Design engineering services during construction, or otherwise known as construction prase support services, include the following tasks: • Attend the partnering/pre-construction meeting, • Review contractor submittals, RFIsiRFCs, and potential construction changes; • Attend construction meetings and consult with the City and CM team during the Project; and • Project management activities. Scope of Services The professional engineering services for the Project's construction phase are provided below. Task 1 — Project Management and Coordination GHD will coordinate with the City and the construction manager, including subconsultants, in providing engineering support during the construction phase of the Project. The budgeted amount of labor Is based on 12 months and on an average of 8 hours per month for GHD, 28 hours total for Jacobs, plus administration and clerical time and Is an estimate only. This will include: • Budget and schedule tracking. • Provide project and contract oversight. • Coordination /communication with tile City. • Preparation of monthly progress reports. 01 ID Inc. 2235 Mercury Way suite 150 Santa Rosa CA 46407 USA T 1 707 623 1010 r 1 707 627 8670 0 santarosaQ9hd.conl W %-Awt glid.corn "mmem This task does not include preparation of submittal, RFI, and change order request logs. Those tasks are Included under Task 2 below. Doliverables: Progress reports Task 2 — Design Engineering Services During Construction (ESDC) Task 2.1 Attend PartrneringIPro- Construction Meeting The project manager and geotechnical lead will attend the partnering/pre-construction meeting at City offices. It is assumed that this task will be completed in a single day: Task 2.2 Review Contractor Submittals GHD will provide review and comments for technical submittals required per the contract documents. Submittals will be logged, checked for completeness, and issued for review by the City's representative, and all review comments by GHD will be submitted directly to the City's representative using a standard written format, in general, Incomplete submittals will be Immediately rejected. The budgeted amount of labor for GHD is based on an average of d hours per submittal and a total of 60 submittals. For budgeting purposes, approximately 30% of the submittals are assumed to require re- submittal and is an estimate only. The budgeted amount of labor for Jacobs Is based on review of 10 original submittals and up to 6 related resubmittals fora total of up to 16 submittal reviews. Actual requirements, Including the time required for each submittal review, could vary. If the budgeted effort may be exceeded, GHD will notify the City and provide a proposal for the revised estimated effort. Note: Submittals are assumed to be packaged and coordinated per the Contract Documents (Le., shoring, soil stabilization, and dewatering submitted together and coordinated; traffic, pedestrian, and bicycle control submitted together and coordinated). Task 2.3 Review Contractor RFIsIRFCs GHD will respond to formal Requests for information (RFIs) and Requests for Clarification (RFCs) issued by the City's representative. Routine RFis /RFCs that do not relate to design intent are assumed to be handled by the City's representative. All RFIs /RFCs sent to GHD will be logged, documented, and communicated to GHD using a standard written format. The budgeted amount of labor is based on an average of G hours per RFI /RFC, plus administrative and clerical time, and 20 RFis /RFCs and is an estimate only. The budgeted amount of labor for Jacobs is based on review of d geotechnical - related RFIs /RFCs. Actual requirements, Including the time required for each RFI /RFC review, could vary. If the budgeted effort may be exceeded, GHD will notify the City and provide a proposal for the revised estimated effort. Task 2.4 Constructlon Changes GHD will review proposed construction change orders involving design intent and provide design services to implement the change orders at the request of the City. It Is assumed that proposed change orders will be Issued by the City's representative using a standard written format, and that GHD will respond directly to the GHD [rtc. 2235 Mercury Way Stifle 160 Santa Rosa CA 05407 USA T 1 707 623 1010 F 1 707 027 8070 H soniarosa &h.d.cont W tw-nr.glyd.corn City's representative. The budgeted amount of labor is based on an average of 12 hours per construction change order, Pius administrative and clerical time, and a total of 6 change orders and is an estimate only. Actual requirements could vary, including the time required for each construction change. if the budgeted effort may be exceeded, GHD will notify the City and provide a proposal for the revised estimated effort: GHD will maintain a status log for change order requests on a daily basis as necessary. Task 2.6 Cornstnrctlon Meetings GHD and Jacobs Associates will attend the following project meetings: a Meeting with Contractor prior to implementation of shoring I dewatering /soil stabilization facilities; a Meeting with Contractor prior to implementation of trenchless construction activities associated with the crossing of SMART / SCWA on Southwest Boulevard; and a Two additional project meetings at the City's request. In addition to the meetings listed above, one representative from GHD will attend the following project meetings. GF1D`s project manager will generally attend the meetings. a Attend 6 as- needed construction meetings and 6 site visits, for a total of 12 meetings /vlslts; and a. Attend a punchlist walkthrough prior to substantial completion of the project and supply written summaries and photo documentation of field observations to the Construction Manager. Task 2,6 Construction Phase Cartsrr /lotion GHD will provide consultation to the City and the City's representative during the project. Work Is anticipated to Include the following: a Response to informal RF1s that do not necessitate a formal RFt process; a Consultation for the Implementation of mitigation and permit- related construction issues; and a Consultation related to handling of potentially or known contaminated soil and/or groundwater. Task 2,7 Poriodlc Geotechnlcal ObservAtlorts of CortSlraGtlol1 Jacobs will provide periodic observations of geotechnical- related construction, including during start -tip of key elements such as shaft construction and tunnel portal preparation, tunneling, dewatering well construction, trenching, soil stabilization, placement of foundation material, pipe bedding and embedment, CLSM, -and trench backfilling. During the site visits, Jacobs will observe and document the progress of work, conformance of subsurface geotechnicai conditions (soils and groundwater) as encountered by the contractor with those described in the project geotechnlcal report(s), and conformance of contractor work with reviewed submittals. The budget for this task Is based oil a one -year construction schedule, and Includes making tip to twelve (12) site visits. Observations reports will serve as reporting documentation for tite Project; there is no budget allowance to prepare a final summary report, Contingency A 5% contingency is provided for this scope of services for additional services that may be required for the project (i.e., additional revisions to the submittals, RFis, field visits, etc.). Use of the project contingency will be based on written authorization by the City to proceed. GiiD Inn, 2235 Mercury way Suite 150 Santa Rosa CA 05407 USA 'r 1 707 023 1010 F 1 707 627 0070 H sentarosa@gthd.com W %,nnv,0lid,coni w T° Assumptions o GLAD will not be responsible for site safety at any construction site; a GHD and Its subconsultants should be named as additional insured under the contractor's liability Insurance; and e Contractor and/or City will be responsible to provide the services of an independent testing laboratory to perform all inspections, tests, and approvals of samples, materials, and equipment required by the Bid Documents. Testing associated with alternate materials (e.g,, Import aggregate used In lieu of CLSIVI) will also be the Contractor's responsibility. Services Not included The following services are not Included In the scope of work: o Preparation of permit application documents. The Scope of Services assumes that the Contractor will prepare and submit all permit applications and administer all permit requirements for the project; o Preparation of additional Bid Documents or Contract Documents for alternate bids or prices requested by the City for the project or a portion thereof; Preparation of CEQA documentation; o Public outreach; o Construction staking, surveying, and testing; o Construction observation and inspection services, including specialty inspections, other than those services specifically Included in the Scope of Services; o Preparation of record drawings; and Other services performed or furnished by GHD not otherwise provided herein for the Scope of Services, City Responsibilities In addition to other responsibilities of the City as set forth In the Scope of Services, the City shall at its expense: • Attend the partnering /pre - construction meeting, and other job related meetings; • Provide third -party construction management; • Provide labor compliance as required by project funding, permit requirements, or other project requirements not provided In GHD's Scope of Services; • Provide certified appraiser and negotiate easements with various property owners if /as necessary; • Provide the services of an Independent testing laboratory to perform all inspections, tests, and approvals of samples, materials, and equipment required by the Bid Documents, or to evaluate the performance of materials, equipment, and facilities of the District, prior to their Incorporation into the work with appropriate professional Interpretation thereof; and • Provide GHD with the findings and reports generated by the entities providing services to the City. Project Schedule Engineering services will commence upon issuance of the Notice to Proceed for this scope of work, which Is anticipated to follow the City's September 10, 2413 City Council meeting. The following provides an approximate schedule for the completion of the scope of services: OND inc, 2230 Morcury way Sulto 160 Santa Rosa CA 05407 USA 'r 1 707 623 1010 F 1 707 627 8070 n sentarosa ©Ohd,com W %,A- Av,Ohd.com v Task nratlon I—Jp tton Date a. Notice to Proceed September 11, 2013 b. construction Notice to Proceed September 25, 2013 C. Begin Submittal Review October 1, 2013 d. Attend Pre - construction Meeting Early October 2013 e, construction Substantially Complete October 2014$ Construction progress during the wet weather seasons is anticipated to be slow, given the poor soil and groundwater conditions anticipated for much of the project's alignment. Weather conditions during the wet weather seasons may cause a significant delay for completion of the overall construction project. Depending on wet weather conditions and the city's goals for the completion of construction, the City may consider extending construction beyond the summer of 2015. Project Team The following GHD personnel are assigned as projector technical leads for this project: 0 Project Director — Alex Culick, PE o Project Manager 1 Senior Engineer -- Matt Winkelman, PC 0 Project Engineer w- Parastou Hooshialsadat, PE o Geotechnicai Engineer— Dru Nielson, PG, CEG (Jacobs Associates) Engineering Pee Compensation for scope of services shall be on a titme and materials basis, for an estimated not -to- exceed fee of $249,860. The budget estimate Is provided In the attached fee spreadsheet and represents approximately 2.7 percent of the construction cost estimate, which is lower than the industry average of 3 to 5 percent for engineering services during construction for similar projects. Closing Please don't hesitate to contact me If you have any questions regarding the scope of work. I can be reached at (707) 523 -1010. Thank you for the opportunity to serve the City of Rohnert Park. Sincerely, GH nc. t (fl/"Cullck, P.E. Managing Principal, Santa Rosa Office (707) 523.1010 Attachment: Fee Estimate Spreadsheet Matt Winkelman, P.E. Project Manager I Project EnginOr (707) 523.9010 Chip Inc. 2235 Mercury Way Suite 150 Santa Rosa CA 05407 USA T 1 707 523 1010 P 1 707 527 8670 R santarosa fghd.com W %,NAv.Ohd,com EXHIBIT B Compensation -15- 1126651 Q 80078/0012 Revised; 10 /48l10 N a �i �F. N V N M Z ty KLi Cpp rV-QQ �F7FMORN V �D S`{ to avi g Q� N O 2 � ry e Wffl A F7c V ° w r a09 `! MZS l9 Q.P bj 4 G 9 CMS Q i O Y i o a r o w V gig an L Rg�Cdd11 A A K r N 0 r�s o NN EL-LE W 0�.0 M Z EXHIBIT C Insurance Requirements to Agreement For Design Professional Services Re: East Side Trunk Sewer Project No. 2007 -02 Design Professional shall, at all times it is performing services under this Agreement, provide and maintain insurance in the following types and with limits in conformance with the requirements set forth below. Design Professional will use existing coverage to comply with these requirements. If that existing coverage does clot meet the requimillents set forth here, Design Professional agrees to amend, supplement or endorse the existing coverage to do so. Design Professional acknowledges that the insurance coverage and policy limits set forth in this section constitute the minimum amount of coverage required. Any insurance proceeds available to Design Professional in excess of the limits and coverage required in this agreement and that is applicable to a given loss will be available to City. 1. Commercial General Liability Insurance, occurrence form, using Insurance Services Office ( "ISO ") "Commercial General Liability" policy form CC 00 01 or an approved equivalent. Defense costs must be paid in addition to limits. There shall be no cross liability exclusion for claims or suits by one insured against another. Limits are subject to review, but in no event shall be less than $2,000,000 (Two Million Dollars) each occurrence; 2. Business Auto Coverage on ISO Business Automobile Coverage form CA 00 01 including symbol 1 (.Any Auto) or an approved equivalent. Limits are subject to review, but in no event shall be less than $2,000,000 (Two Million Dollars) each occurrence. If Design Professional or its employees will use personal autos in any way in connection with performance of the Services, Design Professional shall provide evidence of personal auto liability coverage for each such person. 3. Workers Compensation on a state - approved policy form providing statutory benefits as required by law with employers liability insurance, with minimum limits of $1,000,000 (One Million Dollars) per occurrence. 4. Excess or Umbrella Liability Insurance (Over Primary) if used to meet limit . requirements shall provide coverage at least as broad as specified for the underlying coverages. Any such coverage provided under an umbrella liability policy shall include a drop down provision providing primary coverage above a maximum self insured retention for liability not covered by primary but covered by the umbrella. Coverage shall be provided on a "pay on behalf of basis, with defense costs payable in addition to policy limits. Policy shall contain a provision obligating insurer at the time insured's liability is determined, not requiring actual payment by insured first. There shall be no cross- liability exclusion precluding coverage for claims or suits by one insured against another. Coverage shall be applicable to City for injury to employees of Design Professional, subconsultants or others involved in performance of the Services. The scope of coverage provided is subject to approval of City following receipt of proof of insurance as required herein, Limits are subject to review but in no event less than. $2,000,000 (Two Million Dollars) per occurrence. -16- 11266510 40078/0012 v2012 -04 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 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 insurer endorse the third party general liability coverage required herein to include as additional insureds the City, its officers, elected officials, employees, agents; and volunteers, using standard ISO endorsement No. CG 2010 with an edition prior to 1992, or an equivalent. Design Professional also agrees to require all contractors, and subcontractors to do likewise. B. No liability insurance coverage provided to comply with this Agreement, except the Business Auto Coverage policy, shall prohibit Design Professional, or Design Professional's employees, or agents, from waiving the right of subrogation prior to a loss. Design Professional agrees to waive subrogation rights against City regardless of the applicability of any insurance proceeds, and to require all contractors and subcontractors to do likewise, C. All insurance coverage and limits provided by Design Professional and available or applicable to this Agreement are intended to apply to the full extent of the policies. Nothing contained in this Agreement or any other agreement relating to the City or its operations limits the application of such insurance coverage. D. None of the coverages required herein will be in compliance with these requirements if they include any limiting endorsement of any kind that has not been first submitted to City and approved of in writing. E. No liability policy shall contain any provision or definition that would serve to eliminate so- called "third part), action over" claims, including any exclusion for bodily injury to an employee of the insured or of any contractor or subcontractor. F. All coverage types and limits required are subject to approval, modification and additional requirements by the City, as the need arises, and City shall be responsible for the cost of any additional insurance required. Design Professional shall not make any reductions in scope of coverage (e.g, elimination of contractual liability or reduction of discovery period) that may affect City's protection without City's prior written consent. G. Proof of compliance with these insurance requirements, consisting of certificates of insurance evidencing; all of the coverages required and an additional insured endorsement to Design Professional's general liability policy, shall be delivered to City at or prior -17- 1126651x3 8007810012 v2012 -09 to the execution of this Agreement. In the event such proof of any insurance is not delivered as required, or in the event such insurance is canceled at any time and no replacement coverage is provided, City may terminate this agreement in accordance with Section 19 of the Agrecnlent. I-I. Certificate(s) are to reflect that the insurer will provide 30 days notice to City of any cancellation of coverage, Design Professional agrees to require its insurer to modify such certificates to delete any exculpatory wording stating that failure of the insurer to mail written notice of cancellation imposes no obligation, or that any party will "endeavor" (as opposed to being required) to comply with the requirements of the certificate. I. It is acknowledged by the parties of this agreement that all insurance coverage required to be provided by Design Professional or any subcontractor, is intended to apply first and on a primary, noncontributing basis in relation to any other insurance or self insurance available to City. J. Design Professional agrees to ensure that subconsultants, and any other party involved with the Services who is brought onto or involved in the Services by Design Professional, provide the same minimum insurance coverage, required of Design Professional, provided, however that only 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 coverage is provided in conformity with the requirements of this section. Design Professional agrees that upon request, all agreements with subcontractors and others engaged in the Services will be submitted to City for review. K. Design Professional agrees not to self - insure or to use any self- insured retentions or deductibles on any portion of the insurance required herein and further agrees that it will not allow any contractor, subcontractor, architect, consultant or other entity or person in any way involved in the performance of work on the Services contemplated by this agreement to self- insure its obligations to City. If Design Professional's existing coverage includes a deductible or self-insured retention, the deductible or self- insured retention must be declared to the City, At that time the City shall review options with the Design Professional, which may include reduction or elimination of the deductible or self-insured retention; substitution of other coverage, or other solutions, L. The City reserves the right at any time during the term of the contract to change the an-tounts and types of insurance required by giving the Design Professional ninety (90) days advance written notice of such change. If such change results in additional cost to the Design Professional, and the City requires Design Professional to obtain the additional coverage, the City will pay Design Professional the additional cost of the insurance. M. For purposes of applying insurance coverage only, this Agreement will be deemed to have been executed immediately upon any party Hereto taking any steps that can be deemed to be in furtherance of or towards performance of this Agreement. N. Design Professional acknowledges and agrees that any actual or alleged failure on the part of City to inform Design Professional of non - compliance with any insurance Z 11266.51x3 80078/0012 v2012 -09 requirement in no way imposes any additional obligations on City nor does it waive any rights hereunder in this or any other regard. O. Design Professional will endeavor to renew the required coverages for a minimum of three years following completion of the Services or termination of this agreement and, if Design Professional in unable to do so, Design Professional will notify City at least thirty days prior to the cancellation or expiration of the policy or policies. P. Design Professional shall provide proof that policies of insurance rewired herein expiring during the term of this Agreement have been renewed or replaced with other policies providing at least the same coverage. Proof that such coverage has been ordered shall be submitted prior to expiration. A coverage binder or letter from 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 iilust 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. 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 its this Section supersede all other sections and provisions of this Agreement to the extent that any other section or provision conflicts with or impairs the provisions of this Section. U. Design Professional agrees to be responsible for ensuring that no contract entered into by Design Professional in connection with the Services authorizes, or purports to authorize, any third party to charge City an amount in excess of the fee set fortis in the agreement on account of insurance coverage required by this agreement, Any such provisions are to be deleted with reference to City. It is not the intent of City to reimburse any third party for the cost of complying with these requirements. There shall be no recourse against City for payment of premiums or other amounts with respect thereto. V, Design Professional agrees to provide immediate notice to City of any claim or loss against Design Professional arising out of the work performed guider this agreement. City assumes no obligation or liability by such notice, but has the right (but not the duty) to monitor the handling of any such claim or claims if they are likely to involve City. -19- 1 1266510 80078/0012 v20 I M9 EXHIBIT D Key Personnel and Other Consultants, Specialists or Experts Employed by Design Professional Project Director flex Culick, PE Project Manager j Senior Engineer Matt Winkleinan, PE Project Engineer Parastou Hooshialsadat, PE Geotechnieal Engineer Dru Nielson, PG, CEG (Jacobs Associates) -20 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 shell assign one project manager wlzo 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 docurnent 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 plains 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 1 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 or g . When Standard Details are incorporated they shall be by reference ratifier 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 -21- 1126651x3 80078/0012 v2012 -09 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, Calhans, 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 ante 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) conformed sets of plans and drawings that incorporate all the addenda. This shall be done by malting 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 docurnent 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 -22- 11266510 80078/0012 v2012 -09 selection of the lowest responsive bid, and justify the rejection of any Kids as needed. The consultant shall create a staff report for submission to the City Council providing reconnnlendations 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 RFls 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 Flans are as follows. a. The As- Builts shall include the contractor's .name, address, phone number and approximate crate 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. e. 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 workstation. d. The entire set of plans may be in one file or one file for each sheet but not both, in order to comply with number 3 above. e. The Archived Plans shall not be made directly from the electronic drawing files, because this introduces a chance for error or something changed, deleted or otherwise different from the originally approved plans. As h secondary option, the Archived Plans made be provided in duplicate; one set of the originally approved plans (conformed plans) and a second set of the electronic drawings revised to include contract change order, field directives and as- built information added (no deletions) to the plans, then provided in one of the file formats described in number 3 above. -23- 1 1266510 80075!0012 v2012 -09