2014/07/11 City Council Resolution 2014-009RESOLUTION NO. 2014 -009
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ROHNERT PARK
AUTHORIZING AND APPROVING A DESIGN PROFESSIONAL SERVICES
AGREEMENT FOR THE ROHNERT PARK INTERCEPTOR OUTFALL GRAVITY
SECTION REHABILITATION PROJECT NO. 2011-04 WITH GHD, INC., FOR
DESIGN ENGINEERING SERVICES
WHEREAS, on November 6, 2013, staff issued a Request for Proposals ( "RFP ") for the
Interceptor Outfall Gravity Section Rehabilitation Project No. 2011 -04 ( "Project ") to identify a
qualified consultant that can assist the City with the design of the Project;
WHEREAS, the City of Rohnert Park Municipal Code Title 3 Chapter 3.04 provides that the
city's purchasing functions shall be governed by the city's purchasing policy; and
WHEREAS, consistent with City of Rohnert Park Purchasing Policy Section 3.6.6(D), the
City prepared a Request For Proposals and received three proposals on December 3, 2013; and
WHEREAS, the City project team chose GHD, Inc., for an award of contract due to their (1)
quality of team and ability to staff the Project, (2) experience and expertise in this particular type of
work, and (3) 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 a design professional services agreement by and between GHD, Inc., a
California corporation, and the City of Rohnert Park, a municipal corporation, for design related
services for the Interceptor Outfall Gravity Section Rehabilitation Project No. 2011 -04, for a not -to-
exceed cost of $79,825.
BE IT FURTHER RESOLVED that the City Manager is hereby authorized and directed to
execute this agreement for and on behalf of the City of Rohnert Park in substantially similar form as
shown in Exhibit A, subject to minor modification by the City Manager or City Attorney.
DULY AND REGULARLY ADOPTED this l It" day of July, 2014.
19
ATTEST:
C 1 0 13NFWr P,;7
t rme Buergler, City Clerk
Attachment — Exhibit A
CITY OF ROH R PARK
JosepN,JCallinan, Mayor
BELFORTE: l�`i MACKENZIE: 1�16 STAFFORD: -(Al. r, AHANOTU: NNE - CALLINAN: N $5
AYES: ( C.)� ) NOES: ( Q ) ABSENT: ( 0 ) ABSTAIN: ( 0 )
Exhibit A
City of Rohnert Park
130 Avram Ave.
Rohnert Park, CA 94928
DESIGN PROFESSIONAL SERVICES AGREEMENT
RE: SEWER INTERCEPTOR OUTFALL GRAVITY SECTION REHABILITATION
THIS AGREEMENT is entered into as of the 11th day of February, 2014, by and between the
CITY OF ROHNERT PARK ( "City "), a California municipal corporation, and GHD, Inc.,
( "Design Professional "), a California corporation.
Recitals
WHEREAS, City desires to obtain engineering design services in connection with Sewer
Interceptor Outfall Gravity Section Rehabilitation; and
WHEREAS, Design Professional hereby represents to the City that Design Professional
is skilled and able to provide such services described in Section I 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 time to time, 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 Payment.
A. Compensation. The compensation to be paid to Design Professional,
including both payment for professional services and reimbursable expenses, shall be at the rate
and schedules attached hereto as Exhibit B. However, in no event shall the amount City pays
Design Professional exceed Seventy -nine Thousand Eight Hundred Twenty -five Dollars
-1-
1126651 v3 80078/0012 v2012 -09
($79,825.00). 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 full, 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 funds 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 year; 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.
F. No Overtime or Premium Pay. Design Professional shall receive no
premium or enhanced pay for work normally understood as overtime, i.e., hours that exceed forty
(40) hours per work week, or work performed during non - standard business hours, such as in the
evenings or on weekends, unless specifically required by the applicable task order and authorized
by City in writing. Design Professional shall not receive a premium or enhanced pay for work
performed on a recognized holiday. Design Professional shall not receive paid time off for days
not worked, whether it be in the form of sick leave, administrative leave, or for any other form of
absence.
G. Litigation Support. Design Professional agrees to testify at City's request
if litigation is brought against City in connection with Design Professional's report. Unless the
action is brought by Design Professional or is based upon Design Professional's negligence, City
will compensate Design Professional for the preparation and the testimony at Design
-2-
1126651x3 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 done 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 under 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, (2) 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 them,
City shall obtain written consent from Design Professional for any such modification, and such
consent shall not unreasonably be withheld. If City modifies Documents without obtaining
written consent from Design Professional, Design Professional shall not be liable to City for any
damages resulting from 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 rights
and licenses set forth in this Agreement. City's ownership interest in the Documents includes the
following single, exclusive license from Design Professional: Design Professional, for itself, its
employees, heirs, successors and assigns, hereby grants (and if any subsequent grant is
necessary, agrees to grant) to City an irrevocable, perpetual, royalty -free, fully paid, sole and
exclusive license and right to use and exercise any and all of the copyrights or other intellectual
property rights that Design Professional may author or create, alone or jointly with others, in or
with respect to the Documents, including without limitation all analysis, reports, designs and
graphic 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-
1126651v3 80078/0012 v2012 -09
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 any 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. Employment 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 minimum 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.
F. Design Professional will not utilize subconsultants other than those listed
in Exhibit D without advance written notice to the City. Design Professional will not utilize a
subconsultant to whom the City has a reasonable objection. Subconsultants providing
professional services will provide professional liability insurance as required in Exhibit C unless
the City waives this requirement, in writing.
8. Conflict of Interest.
M
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 duties 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(a)(2)).
9. Interest of Members and Employees of City. No member of the City and no other
officer, elected official, employee, agent or volunteer of the City who 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 2782.8), 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
9•'2
112665 10 80078/0012 v2012 -09
against any and all claims, loss, cost, damage, injury (including, without limitation, injury to or
death of an employee of Design Professional or its subconsultants), expense and liability of
every kind, nature and description (including, without limitation, fines, penalties, 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 Indemnitee 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 fully 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.
!�
11266510 80078/0012 v2012 -09
14. Compliance with Laws.
A. General. Design Professional shall (and shall cause its agents and
subcontractors), at its sole cost and expense, comply with all applicable federal, state and local
laws, codes, ordinances and regulations now in force or which may hereafter be in force during
the term of this agreement. Except as otherwise allowed by City in its sole discretion, Design
Professional and all subconsultants shall have acquired, at their expense, a business license from
City in accordance with Chapter 5.04 of the Rohnert Park Municipal 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 term 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 be insured against
liability for workers' compensation or to undertake self - insurance in accordance with the
provisions of that Code, and Design Professional certifies that it will comply with such
provisions before commencing performance of this Agreement.
F. Prevailing_ Wage. Design Professional and Design Professional's sub -
consultants, shall, to the extent required by the California Labor Code, pay not less than the latest
prevailing wage rates to workers and professionals as determined by the Director of Industrial
Relations of the State of California pursuant to California Labor Code, Part 7, Chapter 1, Article
-7-
11266510 80079/0012v2012-09
2. Copies of the applicable wage determination are on file at City Clerk's office. This provision
to comply with prevailing wage laws takes precedence over the provisions of paragraph 3.17.
G. Injury and Illness Prevention Program. Design Professional certifies that
it is aware of and has complied with the provisions of California Labor Code Section 6401.7,
which requires every employer to adopt a written injury and illness prevention program.
H. City Not Responsible. City is not responsible 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 an
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
law, 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 under 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
commits 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. lfDesign Professional fails to cure the default within sever. (7) days after
written notice thereof, City may, at its sole option, take possession of any Documents or other
materials (in paper and electronic form) prepared or used by Design Professional and (1) provide
any such work, labor, materials or services as may be necessary to overcome the default and
deduct the cost thereof from any money then due or thereafter to become due to Design
Professional under this Agreement; and /or (2) terminate Design Professional's right to proceed
with this Agreement.
C. In the event City elects to terminate, City shall have the right to immediate
possession of all Documents and work in progress prepared by Design Professional, whether
112665 10 80078/0012 v2012 -09
located at Design Professional's place of business, or at the offices of a subconsultant, and may
employ any other person or persons to finish the Services and provide the materials therefor. In
case of such default termination, Design Professional shall not be entitled to receive any further
payment under this Agreement until the Services are completely finished.
D. In addition to the foregoing right to terminate for default, City reserves the
absolute right to terminate this Agreement without cause, upon 72- hours' written notice to
Design Professional. In the event of termination without cause, Design Professional shall be
entitled to payment in an amount not to exceed the Not -To- Exceed Amount 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 wrongful, such termination automatically shall be
converted to and treated as a Termination for Convenience under this Section 19 and Design
Professional shall be entitled to receive only the amounts payable under Section 19.1).
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 he /she deems necessary due 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.
21. Entire Agreement and Amendment. This Agreement constitutes the complete and
exclusive staternent 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
M
112665 10 80078/0012 v2012 -09
court will not be bound by any court fee schedule, but shall, if it is in the interest of justice to do
so, award the full amount of costs, expenses, and attorneys' fees paid or incurred in good faith.
24. Time of the Essence. Time is of the essence of this Agreement.
25. Written Notification. Any notice, demand, request, consent, approval or
connnunication that either party desires or is required to give to the other party shall be in
writing and either served personally or sent by prepaid, first class mail. Any such notice,
demand, etc. shall be addressed to the other party at the address set forth hereinbelow. Either
party may change its address by notifying the other party of the change of address. Notice shall
be deemed communicated 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 Avraln Avenue
Rohnert Park, CA 94928
If to Design Professional: Alex Culick
GHD, Inc.
2235 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 for
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 party
-10-
1126651 v3 80078/0012 v2012 -09
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
of the State of California for a period of three (3) years after final payment under the Agreement.
The examination and audit shall be confined to those matters connected with the performance of
this Agreement including, but not limited to, the cost of administering the Agreement.
27. Equal Employment Opportunity. Design Professional is an equal opportunity
employer and agrees to comply with all applicable state and federal 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 heated 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 hnmigration 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 sanctions 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 remedy 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 the provisions contained herein shall for any
reason be held to be invalid, illegal or unenforceable in any respect, then such provision or
provisions shall be deemed severable from the remaining provisions hereof, and such invalidity,
-11-
1126651x3 80078/0012 v2012 -09
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 Of Default. No delay or omission of City to exercise any right or
power arising upon the occurrence of any event of default shall impair any such right or power or
shall be construed to be a waiver of any such default of an acquiescence therein; and every
power and remedy given by this Agreement to City shall be exercised from time to time and as
often as may be deerned 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: Scope of Work and Schedule of Performance
B. Exhibit B: Compensation
C. Exhibit C: hnsurance Requirements to Design Professional Services
Agreement
D. Exhibit D: Key Personnel and Other Consultants, Specialists or
Experts Employed by Design Professional
E. Exhibit E: Design Consultant Requirements
36. Execution. This Agreement may be executed in several counterparts, each of
which shall constitute one and the same instrument and shall become binding upon the parties
when at least one copy hereof shall have been signed by both parties hereto. In approving this
Agreement, it shall not be necessary to produce or account for more than one such counterpart.
37. News Releases /Interviews. All Design Professional and subconsultant news
releases, media interviews, testimony at hearings 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(ies), person(s), or firm(s) and that all formal requirements necessary or required by
any state and /or federal law in order to enter into this Agreement have been fully complied with.
Furthermore, by entering into this Agreement, Design Professional hereby warrants that it shall
-12-
112665 1 v3 80078/0012 v2012 -09
not have breached the terms or conditions of any other contract or agreement to which Design
Professional is obligated, which breach would have a material effect hereon.
IN WITNESS WHEREOF, the City and Design Professional have executed this
Agreement as of the date first above written.
CITY OF ROHNERT PARK
By:
Darrin Jenkins, City Manager
Date:
Per Resolution No. 2014- adopted by the Rohnert
Park City Council at its meeting of February 11, 2014.
APPROVED AS TO FORM:
By:
City Attorney
ATTEST:
By:
City Clerk
-13-
1126651 v3 80078/0012 v2012 -09
GHD, Inc.
By:
Title:
Date:
By:
Title:
Date:
EXHIBIT A
Scope of Work and Schedule of Performance
-14-
1126651x3 80078/0012 v2012 -09
Cost
The construction cost is anticipated to be similar for both options.
Cost Control: Provide a high level of cost benefit for the project
The first critical step in accomplishing this goal is to successfully kick -off the project, wherein the City and
GHD meet to discuss the important project drivers, goals, and design and construction details. With a firm
understanding of these project features, GHD will be set to prepare contract documents that represent the
City's project interests.
Second, we will review available project CCTV records and pre- design reports with a trenchless
construction contractor to validate design alternatives. It is our understanding that cured -in -place pipe
(CIPP) lining and sliplining are possible alternatives, each with pros and cons. We will evaluate these
alternatives to define the best project value for the City's budget. Cost estimating during design
development will be coordinated with material suppliers and compared to recent, similar construction
bids.
Third, to aid in the development of the contract documents, GHD will conduct a thorough quality
assurance / quality control (QA /QC) review of the documents prior to submittal to the City. QA/QC will
include a constructability review by a senior member of our construction management team. Through a
thoughtful review of the project's challenges, key elements, and finite details, the potential for change
orders during construction will be reduced.
Scope of Work
Our proposed scope of work is presented below. If
selected, we will work with you to refine the scope of
work to meet your specific needs and expectations for
this project.
1.2 Project Kickoff Meeting
Schedule a kickoff meeting with City staff. The meeting will be used to communicate project work plan,
proposed design schedule, establish goals, provide coordination, Se{ p field visit ti meSitua tcS and obtain
input from staff.
9.3 Monthly Progress Reports /Meetings
Prepare and submit progress reports each month summarizing the work accomplished during the billing
period, the work to be accomplished in the upcoming billing period, critical issues requiring resolution, and
budget status. Progress reports provide the City with a summary of the work progress and overall project
status. Meet with City staff at completion of the options evaluation, 90% and 100% (final) design submittal
reviews to review City comments. The review will cover design recommendations, plans, engineer's
opinion of probable costs, project constraints, key technical specifications, and division zero specifications
including measurement and payment.
13 1 GHD I Rohnert Park Interceptor Outfall Gravity Section Rehabilitation Project
9.4 Utility Coordination
Coordinate with utility companies to obtain utility records for the project site. Conduct a site visit following
utility locates to assess the horizontal location of existing utilities. Send information request letters to
various utility providers to submit as -built drawings delineating location of utilities. Utility providers are
SCWA (storm drainage), PG &E (electricity and natural gas), AT &T (telephone) and Comcast (CATV).
Request utility owners to field locate their facilities. It is understood that information on existing utilities
provided by utility owners may not be complete (for example, vertical location of certain utilities may not
be available) and cannot be verified during design. Utility information provided by the owners of the
utilities will be compared against information obtained during the field visits to approximate the location of
the existing utilities on the plans. Potholing by the Contractor during construction may be required to
verify locations and adjustments or relocation of existing utilities may be required; however, pipeline
rehabilitation is anticipated to utilize "no -dig" technology, and it is our understanding that CCTV inspection
of the pipeline found no existing utilities that would conflict with pipeline rehabilitation.
GHD will prepare a CEQA environmental checklist and CEQA Notice of Exemption (NOE) for the project.
This scope includes filing the NOE with the County, with $50 filing fee.
No trench dewatering is anticipated for this trenchless construction project, therefore, permitting for
construction dewatering is not included. Bypass pumping is also not anticipated for the majority of
construction work, such that the City can utilize the other Interceptor / Outfall pipeline during the work. A
minor amount of flow bypass is anticipated for the CIPP connection to the City's connection to the Llano
WWTP junction structure. No bypass permits are anticipated.
Construction water used for cleaning of the pipeline would be discharged within the pipeline and be
handled by the Llano WWTP. This scope assumes that the City will coordinate with the City of Santa
Rosa during construction for permitting of that water and any associated costs to direct bill the City.
s
14 1 GHD I Rohnert Park Interceptor Outfall Gravity Section Rehabilitation Project
Deliverables
CEQA Environmental Checklist and NOE (electronic copy)
SCWA Revocable License Application (at 60% submittal)
Task 3.0 — Preliminary Design — Evaluation of Rehabilitation Options
3.1 Site Visit/ Meet with City
Conduct detailed field visit to the project site. The purpose of the field visit is to refine mapping, verify
existing conditions, and identify constructability issues and locations requiring specific repairs. The project
team will take additional detailed notes and photos as needed for later use during project design.
3.2 Prepare Pre - Design Technical Memorandum
Review past geotechnical reports and past
reports for the Interceptor / Outfall pipeline
provided by the City. Develop a matrix to
compare selection criteria such as hydraulics,
schedule, environment, and cost for CIPP
lining and slip lining options for the project.
The matrix will be incorporated into a brief
Technical Memorandum that describes the
various key aspects of the project, including
the following:
• Stakeholder agency coordination
• Trenchless rehabilitation technologies
• Limits of work
• Cost
The goal of this task is to set the direction for the design scope and cost of the project. Two submittals are
included for this task to capture initial recommendations from the City and a final recommendation that
will be completed after consultation with the City and the Design Review Consultant. GHD's Project
Manager will meet with City to discuss comments on draft Technical Memorandum and will revise and
finalize the technical memorandum incorporating City comments and final recommendations. The City will
consolidate its comments together with the Design Review Consultant's comments into one review
document.
Deliverables
Draft and Final Preliminary Design Technical Memorandum summarizing rehabilitation options
(electronic copy)
Task 4.0 — 60% Design
4.160% Submittal
After obtaining City concurrence on the design direction and completing utility coordination, GHD will
prepare the 60% submittal. Design drawings will illustrate limits and type of rehabilitation. Plans will be
based on surveyed information provided by the City and available aerial background mapping.
Comments and recommendations provided by the City will be incorporated into the 90% submittal. It is
assumed that the City will distribute 60% documents and return one consolidated comment review
package. Drawings will be prepared using AutoCAD 2010.
15 1 GHD 1 Rohnert Park Interceptor Outfall Gravity Sectiori Rehabilitation Project
Plans will be prepared at a scale of V=20' (unless otherwise approved by the City). It is anticipated that
the following plan sheets (estimated 8 total sheets) will be included in the 60% and subsequent
submittals:
Sheet Description
General Sheets — (2)
Pipe Rehabilitation Plans (plan over plan view) — (3)
Civil Details — (3)
Outline specifications will use the latest version of the City of
Rohnert Park boilerplate Contract Document and
Specifications for the project. The specifications will include a
project description, description of bid items, and a
consolidated list of submittals for the project. Written
documents will be produced using Microsoft Word.
Prepare estimate of probable cost (Excel spreadsheet) at the
60% design level. Construction contingency will be included.
Deliverables
Check Set of 60% full -size (22 "x34 ") Plans (3 paper
copies)
Outline Specifications and 60% Estimate of Probable
Cost (3 paper copies)
Task 5.0 — 90% Design
5.190% Submittal
Provide 90% plans. The 90% plans shall be substantially complete and sufficiently detailed to serve as
the basis of the Final submittal. Comments and recommendations provided by the City shall be
incorporated into the 90% plans. it is assumed that the City will distribute 90% documents and return one
comment review package.
Preparation of a SWPPP is not anticipated for this project, as the area of project disturbance is
represented to be less than 1 acre. SWPPP work is not included in this scope of services.
Provide updated 90% specifications including City comments from the 60% review.
Prepare estimate of probable cost at the 90% design level. Construction contingency will be included.
Deliverables
Check Set of 90% full -size (22 "x34 ") Plans (3 paper copies)
90% Specifications (2 paper copies)
90% Estimate of Probable Cost (2 paper copies)
Task 6.0 — Final Design
6.1 Final Plans, Specifications and Estimate of Probable Cost (PS &E)
Provide complete set of biddable contract documents and final estimate of probable construction cost.
Final documents will be based on the City's 90% comments and comments received at the 90% review
meeting.
16 GHD Rohnert Park Interceptor Outfall Gravity Section Rehabilitation Project
6.2 Prepare Draft Staff Report
Prepare draft staff report (at least 45 days prior to bid opening) for presentation to City Council requesting
to authorize advertisement of bids.
Deliverables
Final Stamped /Signed full -size (22 "x34 ") Plans (1 paper copy)
Final Stamped /Signed, camera ready Specifications (2 paper copies)
Final Estimate of Probable Cost (2 paper copies)
CD electronic copy of final Plans and Specifications (pdf format)
Draft Staff Report (pdf format)
Task 7 — Bid Assistance
7.1 Project Addenda
Prepare addenda (up to 2) using the City's
addendum form and distribute to all known plan
holders.
7.2 Prepare Notice to Bid
Prepare advertisement for bids and submit to the
local newspaper (Press Democrat) and the City's
five local Trade Journals /Plan Check Houses 30
calendar days prior to the bid opening. Any costs
charged by the Press Democrat and /or the Trade
Journals /Plan Check Houses will be covered directly
by the City (direct bill to the City; not included in GHD project fee estimate).
7.3 Bid Document Duplication and Distribution
Duplicate and distribute bid packages to local building exchanges and Contractors /sub- Contractors.
Maintain list of plan holders. Collect payment for bid packages to offset duplication costs.
The fee estimate associated with this scope of services includes an initial purchase of twelve (12) bid
packages (one spiral or screw bound bid document accompanied by one full -size (22x34) paper plan set)
to use for distribution from GHD's office and /or distribution to builder's exchanges. Additional bid package
requests from plan holders will be handled on an on- demand basis (additional copy(ies) to be made
following request).
7.4 Attend Pre -Bid Meeting (Optional)
Attend one pre -bid meeting at the City office to field questions from interested parties. GHD will prepare a
written record of attendance and items discussed.
7.5 Respond to Plan Holder Questions and RFPs
Respond to up to eight (8) questions from plan holders and document the responses. Depending on the
nature of the questions received, responses may be verbal over the phone or incorporated into an
addendum.
7.6 Prepare Conformed Construction Documents
Incorporate addenda into conformed set of plans and specifications. This scope of services only includes
CAD revision for noting "Conformed ", or similar, on the plans.
17 1 GHD 1 Rohnert Park Interceptor Outfall Gravity Section Rehabilitation Project
The fee estimate for this task includes reproduction of two (2) complete conformed PS &E sets to be
retained by GHD for use during the construction phase.
Deliverables
Stamped /Signed full -size Conformed Plans
(12 paper copies)
Stamped /Signed, Conformed Specifications
with addenda (12 paper copies)
CD electronic copy of Conformed Plans
and Specifications
7.7 Bid Result Tabulation
Attend public bid opening at the City office.
Verify completeness of bid packages. Tabulate
bid results and provide letter of
Recommendation of Award (staff report) to the
City.
Deliverables
Bid Notice and advertisement
Addenda
Bid Tab
Letter of Recommendation of Award (staff report)
Task 8.0 — Construction Assistance
8.1 Review Contractor SubmittalslConstruction Schedule
Review submittals of shop drawings, materials, test reports, and manufacturer cut - sheets. Evaluate
construction schedule and work with Contractor to manage critical deadlines. Maintain log of all
submittals. This scope of services includes the review of up to eight (8) submittals and assumes that half
(50 %) of the submittals will require re- submittal for a second review.
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.
8.2 Respond to RF1's and Construction Phase Consultation
Review up to eight (8) Contractor RFI's (or RFC's) and provide written responses. Maintain log of all RF1's
and document responses.
Provide consultation to the City and City's representative during the Project. Work is anticipated to include
the following:
• Response to informal RFIs that do not necessitate formal RFI process; and
• Consultation for the implementation of mitigation and permit- related construction issues.
8.3 Construction 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 City's representative. The budgeted amount of labor is based on an average of 12 hours per
18 1 GHD I Rohnert Park Interceptor Outfall Gravity Section Rehabilitation Project
construction change order, plus administrative and clerical time, and a total of 1 change order 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.
8.4 Construction Meetings
GHD's Project Manager will attend the following
project meetings:
• Preconstruction Meeting
• Startup for trenchless construction work
• Two additional project meetings at the
City's request
Attendance at a punchlist walkthrough is not
included in this scope of services.
8.5 Record Drawings
Incorporate as -built markups from Contractor and
provide City with one set of Record Drawings meeting the Section E requirements for as- builts:
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 and RFIs during construction). Use of the project
contingency will be based on written authorization by the City to proceed.
Assumptions
• GHD will not be responsible for site safety at any construction site;
• GHD and its subconsultants should be named as additional insured under the contractor's liability
insurance; and
• Mylars will be prepared for record drawings at project completion. As with recent projects, bid set
and conformed set documents will be paper copy.
Services Not Included
The following services are not included in the scope of work:
• Preparation of additional Bid Documents or Contract Documents for alternate bids or prices
rant ioctod by tha r.ity fnr the nrniprt or a portion thereof:
Public outreach;
• Construction staking, surveying, and testing;
• Construction observation and inspection services, including specialty inspections, other than
those services specifically included in the Scope of Services;
Preparation of record drawings (optional task); 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:
j
19 1 GHD I Rohnert Park Interceptor Outfall Gravity Section Rehabilitation Project
20 1 GHD I Rohnert Park Interceptor Outfall Gravity Section Rehabilitation Project
EXHIBIT B
Compensation
-15-
11266510 80078/0012
Revised: 10/08/10
Section 8 1 Fee Information
Below is our detailed fee proposal by Scope of Work task described in a not -to- exceed cost estimate,
along with our standard hourly fee schedule. Optional services will be provided upon your authorization
based on the attached fee schedule and rates used in our cost estimate.
The fee estimate for design phase services is $44,975. The fee estimate for bid and construction phase
services are $8,778 and $22,272, respectively.
We will work with you at the start of the project to refine the schedule, scope of work and budget so it is
aligned with your expectations and goals for the project.
GHD - PROJECT FEE ESTIMATING SHEET
Project Name;_ 1/0 Gravity Section Rehab Project Client: City of Rohnert Park
Prepared by: M. Winkelman Date: January 9, 2014
Reviewed by: T. Whiton
Job Number: 640900455
'OTHER DIRECT COSTS include telephone, mileage, printing, photocopies and other miscellaneous direct expenses.
22 1 GHD I Rohnert Park Interceptor Outfall Gravity Section Rehabilitation Project
LABOR COSTS FEE COMPUTATION
Task / Item
LABOR CATEGORY>
RATE s
I
PIC
QA/QC
$220
/Hr
Proj.
Mgr.
$185
/Hr I
Pro].
Eng.
$140
/Hr
Agency
Coord
$125
/Hr
CAD
Designer I
$125
/Hr
PA
$95
IHr
TOTAL
HOURS
'OTHER
DIRECT
COSTS
Sub-
con -
sultant(s)
TOTAL
FEE
Task 1 - Project Mana oment
f.1 Prepare Work Plan /Project Set Up
1,2 Project Kirk-off Meeting
1
3
4
3
3
2
1
7
10
$42
$60
$1,192
$1,790
1,3 Monthly Progress Reports I Meetings
3
16
19
$147
$3,767
1.4 Utility Coordination
4
4
$24
$584
SUBTOTAL TASK 1
7
23
7
0
0
3
40
$273
$(It
$7,333
Task 2 - Environmental and Permit Documentation
2:1 Emhonmentat Asslstame and Permit Documentation.
2
18
2D
$170
$2,790
SUBTOTAL TASK 2
Q
2
Q
18
Q
0
20
$170
SO
$2;790
Task 3 - Preliminary Design
3.1 Sife Visits I Meel %Mlh Cif
5
8
1
r 16
$96
$2,696
3,2 Prepare Pie - Design Tecrinic@I Memorandum
2
16
16
2
4
"s
43
$258
$6,933
SUBTOTAL TASK 31
21
7A
241
2
41
31
58
$354
$0
$9,629
Task 4 -60 %Doss n
4,1 60 %« Submittal.
3 6
24
32
2
6]
$402
$9,722
SUBTOTAL TASK 41
31 61
241
of
321
21.
67
$402
80
89,722
Task s- 90%Desi n
5.190% Submittal
3
4
32
24
2
65
5390
$9,460
SUBTOTAL TASK 5
3
4t_
32
0
24
2
65
.$390.
$0
$9460
Task 6- FinarDesign
6,1 Final Plans, Specifications B Estimate (PSFi
2
6
16
8
6
38
$228
$5.588
6,2 Prepare Draft Stall Report
1
2
3
$18
$453
SUBTOTAL TASK 6
2
7
16
2
8
6
41
$246
$0
$6,041
Task - Bid Assistance
-7
7.1 Project Addenda
2
-8
1 2
2
14
$84
$2.014
7.2 Prepare Notice to Bid
2
2
4
$24
$464
T3 Rid Document Duplication and Distribution
1
2
2
10
15
$590
$2,255
7.4 Attend Pre -bid meeting (Optlonal)
0
$0
$0
7.5 Respond to Plan Hoidet Ouestions and RFI5 -
2,
8
8
$48
$1,258
7.6 Prepare Conformed Construction Documents
1
4
4
4
1
$578
$2,203
7.7- t3k1 Rosvlls fiabuiahCO
2
2
4
$24
$584
SUBTOTAL TASK 7
ti
&
2U
1 4
6
2v
58
$1,348
Task 8 - Construction Assistance
8.1 Review Contractor Submittals /Construction Schedule
12
364
52
$312
$7,952
6.7 Respond to RFCs and Constrrction Phase Consultation
31
121
20
2
37
$2221
$6,092
8.3 construction Chars e$
2
2
8
2
2
16
$96
$2.466
8.4 Conshochon Meelli 't
16
T6
$96
$3,056
8,5 Record Drawinas
2
6
8
16
Vol
$2,706
SUBTOTAL TASK 8
5
44
70
0
10
8
137
$1,222
$0
$22;272
Contingency
Contingency f ^5 %)
$3.800
CONTINGENCY
PROJECT TOTALS
22
116
193
8
84
44
467
4,405
$0
$79,825
'OTHER DIRECT COSTS include telephone, mileage, printing, photocopies and other miscellaneous direct expenses.
22 1 GHD I Rohnert Park Interceptor Outfall Gravity Section Rehabilitation Project
EXHIBIT C
Insurance Requirements to Agreement For Design Professional Services
Re: Sewer Interceptor Outfall Gravity Section Rehabilitation
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 not meet the requirements 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 CG 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 I (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 pavnNe. 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-
1126651v3 80078/0012 v2012 -09
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 party 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.
-17-
1126651v3 80078/0012 v2012 -09
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 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
Agreement.
H. Certificate(s) are to reflect that the insurer will provide 30 days notice to
City of any cancellation of coverage. Design Professional agrees to require its insurer to modify
such certificates to delete any exculpatory wording stating that failure of the insurer to mail
written notice of cancellation imposes no obligation, or that any party will "endeavor" (as
opposed to being required) to comply with the requirements of the certificate.
I. It is acknowledged by the parties of this agreement that all insurance
coverage required to be provided by Design Professional or any subcontractor, is intended to
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 amounts 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.
SF:l
1126651x3 80078/0012 v2012 -09
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
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 required
herein expiring during the term of this Agreement have been renewed or replaced with other
policies providing at least the same coverage. Proof that such coverage has been ordered shall be
submitted prior to expiration. A coverage binder or letter from Design Professional's insurance
agent to this effect is acceptable. A certificate of insurance and /or additional insured
endorsement as required in these specifications applicable to the renewing or new coverage must
be provided to City within five days of the expiration of the coverages.
Q. The provisions of any workers' compensation or similar act will not limit
the obligations of Design Professional under this agreement. Design Professional expressly
agrees that any statutory immunity defenses under such laws do not apply with respect to City,
its officers, elected officials, employees, agents, and volunteers.
R. Requirements of specific coverage features or limits contained in this
section are not intended as limitations on coverage, limits or other requirements nor as a waiver
of any coverage normally provided by any given policy. Specific reference to a given coverage
feature is for purposes of clarification only as it pertains to a given issue, and is not intended by
any party or insured to be limiting or all- inclusive.
S. These insurance requirements are intended to be separate and distinct from
any other provision in this agreement and are intended by the parties here to be interpreted as
such.
T. The requirements in this Section supersede 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 forth 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
-19-
112665 10 80078/0012 v2012 -09
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 under this
agreement. City assumes no obligation or liability by such notice, but has the right (but not the
duty) to monitor the handling of any such claim or claims if they are likely to involve City.
-20-
1126651x3 80078/0012 v2012 -09
EXHIBIT D
Key Personnel and Other Consultants, Specialists or Experts Employed by Design Professional
-21-
1126651v3 80078/0012 v2012 -09
Project Management
As stated in Section 3, Consultant Qualifications, Matt Winkelman will manage the design team and will
be solely responsible for the team's schedule and delivery. Ted Whiton will provide project oversight as
our Project Director and Quality Assurance engineer. Matt Winkelman will be supported by Parastou
Hooshialsadat as the Project Engineer and Terrie Zwillinger will provide agency coordination and support.
Parastou will be responsible for preparing engineering opinions of probable construction costs during
design development, where review and oversight will be provided by Ted Whiton.
GHD, as the prime consultant, will provide the overall design plans, specifications & estimates, contract
documents, schedules, drawings, specifications, cost estimates, perform utility coordination, and quality
control. No teaming partners or subconsultants are proposed for our team.
Our proposed team's organization chart is shown below. Following, please find brief bios of key
personnel. Expanded resumes of our team members are included as Appendix A.
Organizational Chart
7 1 GHD I Rohnert Park Interceptor Outfall Gravity Section Rehabilitation Project
Vr. � LIZ •
8 1 GHD I Rohnert Park Interceptor Outfall Gravity Section Rehabilitation Project
EXHIBIT E
Design Consultant Requirements
-22-
1126651x3 80078/0012 v2012 -09
Exhibit E
Design Consultant Requirements
The Consultant agrees to the following standards and practices in performance of
engineering design duties.
1. The consultant shall assign one project manager who is responsible for the overall
completion of the project and fulfillment of these requirements.
2. Reimbursable expenses shall be considered to be included in the not to exceed
price. Consultant project managers are expected to stay within the not -to- exceed
price. It is the responsibility of the consultant to document any work outside the
agreed upon scope of work including the cost of such work. Work outside the
scope of work completed without prior authorization by the City is done at risk by
the consultant.
3. All plan check design drawings shall be submitted full size (34" x 22" or
equivalent) for review, unless otherwise requested by the City.
4. A minimum of two copies of the plans and specifications will be submitted for
each plan check.
5. The specification will use the latest version of the City of Rohnert Park
boilerplate Contract Document and Specifications for the project. The consultant
will receive the most current version of the specification from the Engineering
Administrative Assistant for each design project via email. This shall be modified
by the City for insurance requirements, contract time, liquidated damages and
environmental mitigation measures.
6. The Division 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 I 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
�zn__._ Standard ..a Tl a 7 �L .,
www.rpcii .org . 11-1en Standard Details are incorporated �u�y Siiaii w vy
reference rather than shown on the plans.
11. The consultant shall note the need for any permitting through the State or other
entities including Caltrans, Corps of Engineers, RWQCB, BAAQMD, SCWA,
and the County of Sonoma. Consultant is responsible for initiating contact with
the permitting agency, meeting with the permitting agency as needed and
completing all permit applications as completely as possible prior to sending to
the City for signature.
12. The consultant shall note the need for any easements or rights of way required for
the project including private landowners, Caltrans, SCWA, and the County of
Sonoma. Consultant is responsible for initiating contact with the other entity and
completing all easement or right of way forms, including property descriptions as
needed, as possible prior to sending to the City for review.
13. The consultant shall develop a project checklist which includes all project
paperwork requirements resulting from permitting, easements and funding
agreements.
14. At least 45 days prior to bid opening, the consultant shall provide a draft staff
report for presentation to City Council requesting to authorize advertisement for
bids.
15. The consultant shall complete all noticing and bidding of the project. This
includes mailing notices to the City's five required Trade Journals /Plan Check
Houses. Notice shall be mailed at least 30 days prior to the bid opening.
16. The consultant shall make bid copies of the bidding documents, plans and
specifications, distribute these and collect payment for the plans and
specifications to offset their cost.
17. The consultant shall arrange for and conduct the pre -bid meeting, if such a
meeting is deemed necessary.
18. The consultant shall provide all addenda for the bid package as needed, using the
City's addenda n 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 making the changes on the full
size drawings adding the addenda to the front of the specifications books.
Consultant shall note the changes on the drawings and in the appropriate place in
the Specifications by using the Delta symbol (0). All addenda shall also be bound
into the front of the specifications book, behind the front cover and before the
cover page, with most recently issued addendum on top. Addenda pages shall be
printed on different color paper than the specifications.
20. Before bid date, consultant shall provide all electronic files to the City. The
project plans shall be in pdf format in one file folder with a separate document for
each page. Specifications shall be in Word format; the Engineer's Estimate shall
be in Excel format.
21. After bidding the consultant will check the bids for conformance with the contract
and bid requirements and determine the responsiveness of each bidder. This
includes checking any applicable licenses and qualifications. This shall include
GI- C K1'I g as r elUI' IG U-1 , er Lo UiZ;LUt . .11...t:II G rcijUir eU exper rertee. The consultant
shall analyze the bids to determine the lowest responsive bidder and comment on
any large discrepancies between the engineer's estimate and the low bid. The
consultant shall create the bid table in Excel format, recommend selection of the
lowest responsive bid, and justify the rejection of any bids as needed. The
consultant shall create a staff report for submission to the City Council providing
recommendations for award and or rejection of bids.
22. The consultant shall review submittals pertaining to the project and provide
comments, rejection, or stamp "No Exceptions Taken" as appropriate.
23. The consultant shall review submittals and RFIs pertaining to the project and
provide responses and guidance as required.
24. After construction is complete, the consultant will create Record Drawings (as-
built drawings) based on the contractors marked up set of plans, in electronic
format and scan the as -built drawings into pdf format and deliver one copy on
bond paper and electronic as -built drawings to the City.
The requirements for as -built plans are as follows:
a. The As- Builts shall include the contractor's name, address, phone number and
approximate date of project completion.
b. Archived Plans shall be of the originally approved plans (Conformed Plans),
including signatures of approval, with all contract change order(s), field
directives and as -built information added over the originally approved
information.
c. Archived Plans shall be provided in an electronic format such as Adobe PDF
or Tiff file formats, a minimum of 200 Dot per Inch resolution, optimized to a
file size not to over burden the typical computer workstation or take more than
5 seconds to open on said 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 a 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.