2005/08/09 City Council Resolution (10)RESOLUTION NO. 200S 246
A RESOLUTION OF THE COUNCIL OF THE
CITY OF ROHNERT PARK
APPROVING THE MASTER AGREEMENT FOR
PROFESSIONAL SERVICES
WITH WINZLER AND KELLY CONSULTING ENGINEERS
WHEREAS, the City desires general municipal engineering, environmental,
planning, and professional services; and
WHEREAS, Winzler and Kelly is qualified to provide such services.
NOW, THEREFORE, be it resolved by the City Council of the City ofRohnert
Park that it does hereby approve the Master Agreement by and between Winzler and
Kelly Consulting Engineers and the City of Itohnert Park for general municipal
engineering, environmental, planning and professional services and that the City Manager
is hereby authorized and directed to execute said agreement.
DULY AND REGULARLY ADOPTED this 9'h day of August 2005.
ATTEST:
City Clerk 9
CITY OF ROHNERT PARK
at
M or
aOJINERT Pa'
BREEZE: AYE FLORES: AYIE SMITH: AYE VIDAK MARTINEZ: ME MACKENZIE: A_,E
AYES: (S) NOES: (0) ABSENT: (0) ABSTAIN: (0)
Version July 12, 2005
MASTER AGREEMENT FOR PROFESSIONAL SERVICES
This Agreement is made and entered into this 9th day of August, 2005, by and between
the City of Rohnert Park, hereinafter referred to as the "City," and Winzler & Kelley, Consulting
Engineers, hereinafter referred to as the "Consultant."
WHEREAS, the City requires, general municipal engineering services, general city planning
services, development review services, and capital projects and studies; and
WHEREAS, the Consultant is qualified and experienced to provide such services.
NOW, THEREFORE, said City and said Consultant for the considerations hereinafter set
forth, mutually agree as follows:
1. SCOPE QF WORK. Consultant shall perform those services described in Exhibit
"A ". Work for specific projects shall be authorized separately by "Task Order." Consultant's place
of work is at 495 Tesconi Circle, Santa Rosa, California.
2. COORDINATION. Consultant shall assign Ted Whiton, Toni Bertolero, Mary
Grace Pawson, and Craig Scott as project managers, to personally participate in said work and to
coordinate the activities of the Consultant. Other project managers may be assigned by Consultant
at the approval of the City Manager or his/her designee. City shall assign the City Manager or
his/her designee to manage this agreement on behalf of the City.
COMPENSATION.
A. City shall pay Consultant as compensation in full for such services and
expenses for the different elements of the scope of work as follows:
1. For work pertaining to general municipal engineering services (see Exhibit A, Paragraph A)
and City planning services (see Exhibit A, Paragraph B), the hourly rate for said service is at
Consultant's standard hourly rates not to exceed $100 per hour.
2. For work pertaining to Development Review Services and Capital Project Engineering and
Technical Support Services (see Exhibit A, Paragraphs C and D, respectively) the hourly
rates for said service is at Consultant's standard hourly rates set forth in Exhibit `B."
3. As required by law, prevailing wage rates shall be used for Survey Services and
Construction Management Services.
4. The use of subconsultants, as approved by the City, will include an overhead charge of 15
percent.
Progress payments will be accompanied with a monthly progress update on the various tasks
performed. Compensation for work for specific development projects (see Exhibit A, paragraph C)
will be by monthly invoice broken down by development project name. Compensation for capital
projects and studies (see Exhibit A, paragraph D) will be broken down by project or study as
authorized by separate "Task Order."
Version; July 12, 2005
8. CORRECTION OF WORK. The performance of services or acceptance of
information furnished by Consultant shall not relieve the Consultant from obligation to correct any
defective, inaccurate or incomplete work subsequently discovered and all such work shall be
remedied by the Consultant on demand without cost to the City.
9. DELAYS AND EXTENSIONS. The Consultant will be granted time extensions for
delays beyond the Consultant's control. Time extensions will be equal to the length of the delay or
as otherwise agreed upon between the Consultant and the City. In such event, compensation as set
forth in the Scope of Work shall be subject to renegotiation upon written demand of either party to
the Agreement.
10. RECORDS OF PERFORMANCE. Consultant shall maintain adequate records of
contract performance costs, expenses, etc., and make these records available for inspection, audit,
and copying by the City during the agreement period and for a period of three (3) years from the
date of final payment.
11. SUBCONTRACTING. None of the services covered by this contract shall be
subcontracted without the prior written consent of the City. In accordance with Government Code
Section 7550, Consultant agrees to state in a separate section of any filed report the numbers and
dollars amounts of all contracts and subcontracts relating to preparation of the report.
12. ASSIGNMENT. The Agreement shall not be assigned by the Consultant in whole
or in part, without the written consent of the City.
13. INDEMNIFICATION. Consultant agrees to save, keep, hold harmless and
indemnify City and its officers and employees from all damages in law and equity caused by any
negligent act or omission to act on the part of Consultant or any of its officers, employees or
subcontractors to the extent Consultant is responsible for such damages on a comparative basis of
fault and responsibility between Consultant and City. Consultant is not obligated to indemnify or
hold harmless City in any manner whatsoever for City's own negligence or culpable conduct. City
agrees to save, keep, hold harmless and indemnify Consultant and its officers and employees from
all damages in law and equity caused by negligent act or omission to act on the part of City or any
of its officers, employees or subcontractors to the extent that City is responsible for damages on a
comparative basis of fault and responsibility between City and Consultant. City is not obligated to
indemnify or hold harmless Consultant in any manner whatsoever for Consultant's own negligence
or culpable conduct.
14. INSURANCE. Without limiting Consultant's indemnification provided herein,
Consultant shall take out and maintain, throughout the period of this Agreement, the following
policies of insurance placed with insurers with a current A.M. Bests rating of no less than A:VU or
its equivalent against injury/death to persons or damage to property which may arise from or in
connection with the activities hereunder of Consultant, its agents, employees or subcontractors:
A. Comprehensive or Commercial General Liability Insurance at least as broad
as Insurance Services Office Commercial General Liability coverage (occurrence form CG 0001),
in an amount of $1,000,000.00 per occurrence. If work involves explosive, underground or collapse
risks, XCU must be included. If a general aggregate limit is used, either the general aggregate limit
shall apply separately to this project or the general aggregate shall be twice the required occurrence
limit. Said policy shall contain, or be endorsed with, the following provisions:
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Version: July 12, 2005
retention over $100,000.00 shall be disclosed to and approved by City. If Consultant does not keep
all required insurance policies in full force and effect, City may, in addition to other remedies under
this Agreement, take out the necessary insurance, and Consultant agrees to pay the cost of said
insurance.
15. STANDARD OF CARE. City relies upon the professional ability of Consultant as a
material inducement to entering into this Agreement. Consultant agrees to use reasonable care and
diligence in rendering services under this Agreement. Consultant agrees that the acceptance of his
work by City shall not operate as a waiver or release of said obligation of Consultant. The absence,
omission, or failure to include in this Agreement, items which are normally considered to be a part
of generally accepted professional procedure or which involve professional judgment shall not be
used as a basis for submission of inadequate work or incomplete performance.
16. COVENANT AGAINST CONTINGENT FEES. The Consultant warrants that he
has not employed or retained any company or person, other than a bona fide employee working for
the Consultant, to solicit or secure this Agreement, and that he has not paid or agreed to pay any
company or person, other than a bona fide employee, any fee, commission, percentage, brokerage
fee, gift, or any other consideration, contingent upon or resulting from the award or making this
Agreement. For breach or violation of this warranty, the City shall have the right to annul this
Agreement without liability, or, in its discretion to deduct from the Agreement price or
consideration, or otherwise recover, the full amount of such fee, commission, percentage, brokerage
fee, gift, or contingent fee.
17. CONFLICT OF INTEREST. Consultant covenants that it presently has no interest
and shall not acquire any interest, direct or indirect, which would conflict in any manner or degree
with the performance of its services hereunder. Consultant further covenants that in the
performance of this Agreement, no person having any such interest shall be employed.
18. STATEMENT OF ECONOMIC INTEREST. If City determines Consultant comes
within the definition of Consultant under the Political Reform Act (Government Code §87100),
Consultant shall complete and file and shall require any other person doing work under this
Agreement to complete and file a "Statement of Economic Interest" with the Clerk of the City of
Rohnert Park disclosing Consultant and/or such other person's financial interests.
19. . This Agreement shall constitute the entire Agreement between the
parties and shall supersede any previous agreements, whether verbal or written, concerning the same
subject matter. No modification of this Agreement shall be effective unless and until evidence by a
writing is signed by both parties.
20. DEFAULT. If Consultant should fail to perform any of his obligations hereunder,
within the time and in the manner herein provided or otherwise violate any of the terms of this
Agreement, City may terminate this Agreement by giving Consultant written notice of such
termination, stating the reason for such termination. In such event, Consultant shall be entitled to-
receive as full payment for all services satisfactorily rendered and expenses incurred hereunder, an
amount which bears the same ratio to the total fees specified in the agreement as the services
satisfactorily rendered hereunder by Consultant bear to the total services otherwise required to be
performed for such total fee; provided, however, that the City shall deduct from such amount the
amount of damage, if any, sustained by City by virtue of the breach of the Agreement by
Consultant.
Version: July 12, 2005
28. TITLE TO DOCUMENTS. Title to all plans, specifications, maps, estimates,
reports, manuscripts, drawings, descriptions and other final work products compiled by the
Consultant under the Agreement shall be vested in the City, none of which shall be used in any
manner whatsoever, by any person, firm, corporation, or agency without the expressed written
consent of the City. Basic survey notes and sketches, charts, computations, and other data prepared
or obtained under the Agreement shall be made available, upon request, to the City without
restriction or limitations on their use. Consultant may retain copies of the above- described
information but agrees not to disclose or discuss any information gathered, discussed or generated in
any way through this Agreement without the written permission of City during the term of this
Agreement or until ninety (90) days after receipt of final payment from City.
29. INTERPRETATION. Notwithstanding the fact that one or more provisions of this
Agreement may have been drafted by one of the parties to this Agreement, such provisions shall be
interpreted as though they were a product of a joint drafting effort and no provisions shall be
interpreted against a party on the ground that said party was solely or primarily responsible for
drafting the language to be interpreted.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed the day and year First above written.
CITY OF ROHNERT PARK: CONSULTANT: WINZLER & KELLY
CONSULTING ENGINEERS
By:
Ciiy—Manlager Stephen Donl (Date)
Per Resolution No. 2005-246 adopted
by the City Council on August 9, 2005
ATTEST:
City Clerk
19
ROHNBRT
(ridelMame) (Date)
APPROVED AS TO FORM: �AiYFORtylp
ity ttorney
Version: July 12, 2005
CERTIFICATE OF CONSULTANT
I HEREBY CERTIFY that I am the and a duly
authorized representative of the firm of
whose address is and
that neither I nor the above firm I here represent has:
a) Employed or retained for a commission, percentage, brokerage, contingent
fee, or other consideration, any firm or person (other than a bona fide
employee working solely for me or the above consultant) to solicit to secure
this Agreement.
b) Agreed, as an express or implied condition for obtaining this contract, to
employ or retain the services of any firm or person in connection with
carrying out the Agreement; or
C) Paid, or agreed to pay, to any firm, organization or person (other than a bona
fide employee working solely for me or the above consultant) any fee,
contribution, donation., or consideration of any kind for, or in connection
with, procuring or carrying out the Agreement;
Except as here expressly stated (if any);
I acknowledge that this certificate is subject to applicable State and Federal laws, both
criminal and civil.
Date
Signature
EXHIBIT "A"
cont.
4. When directed, provide consultation to City personnel for general city planning
questions.
5. Other work, as directed.
C. Development Review
Service covered under this section is for service that is reimbursed by private development and
applicants under the City's cost recovery program. Tasks to be performed shall be specifically
requested by City before any work is initiated and may include: .
1. Perform plan review and checking of land divisions and site developments, including
providing the appropriate certification of Subdivision Maps by a pre -1982 registered
Civil Engineer or registered Land Surveyor_
2. Review tentative maps and other submittals for land divisions for proposed development
and make recommendations as to engineering and/or planning and environmental
matters.
3. Review Specific Plans and, when directed, provide technical assistance in the processing
of all documents pertaining to the Specific Plan Areas, as well as the subsequent
implementation of the Specific Plans (e.g. Environmental Impact Reports, Development
Area Plans, Tentative and Subdivision Maps )_
4. Provide assistance in the processing of annexations.
5. When directed, prepare staff reports and other documentation for development projects
being reviewed.
6. Other work, as directed.
D. Capital Projects and Studies
As specifically authorized by separate Task Order, Consultant may perform the following
services:
1. Engineering studies for City's facilities.
2. Technical support and project management pertaining to City's programs such as Storm
Water NPDES Phase 11, Capital Improvement Program and the Public Facilities
Financing Program.
3. Prepare plans and specifications for City projects.
4. Provide design survey, construction survey; real property engineering; and construction
management and observation for City projects.
5. Environmental review and permitting.
6. Other work, as directed.
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