2015/02/10 City Council Resolution 2015-022RESOLUTION NO. 2015 -022
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ROHNERT PARK
AUTHORIZING AND APPROVING A DESIGN PROFESSIONAL SERVICES
AGREEMENT WITH COASTLAND CIVIL ENGINEERING, INC., FOR ROHNERT
PARK EXPRESSWAY REHABILITATION PHASE 2 (PROJECT NUMBER 2015 -01)
AND AUTHORIZING THE FINANCE DIRECTOR TO MAKE APPROPRIATIONS TO
COVER THE PROJECT
WHEREAS, the City desires to improve Rohnert Park Expressway; and
WHEREAS, Rohnert Park Expressway Rehabilitation Project Phase 1 is a federally
funded project from State Farm Drive to Snyder Lane; and
WHEREAS, Rohnert Park Expressway from Commerce Boulevard to State Farm Drive
is not part of the Rohnert Park Expressway Rehabilitation Project Phase 1; and
WHEREAS, the federal funding does not permit changes to the project limits of the
Rohnert Park Expressway Rehabilitation Project Phase 1; and
WHEREAS, funding is available from Measure M to rehabilitate Rohnert Park
Expressway from Commerce Boulevard to State Farm Drive; and
WHEREAS, Coastland Civil Engineering, Inc., is the consulting firm providing
professional services for the Rohnert Park Expressway Rehabilitation Project Phase 1; and
WHEREAS, Coastland Civil Engineering, Inc., submitted a Design Professional
Services Proposal to the City; and
WHEREAS, the City wishes to leverage the Coastland's Phase 1 experience and
understanding to timely and efficiently deliver a design for Phase 2 of the Rohnert Park
Expressway Rehabilitation Project in order to coordinate construction schedules with Phase 1.
NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Rohnert
Park that it does hereby authorize and approve the Design Professional Services Agreement with
Coastland Civil Engineering, Inc., a California Corporation, and the City of Rohnert Park, a
municipal corporation, for Rohnert Park Expressway Rehabilitation Phase 2 (Project No. 2015-
01) for a not to exceed amount of $59,731.00.
BE IT FURTHER RESOLVED that the City Manager is hereby authorized and directed
to take all actions to effectuate this Design Professional Services Agreement for and on behalf of
the City of Rohnert Park, including execution, if necessary, in substantially similar form to
Exhibit A attached hereto and incorporated by this reference subject to minor modifications by
the City Manager or City Attorney.
BE IT FURTHER RESOLVED that the Finance Director is authorized to make
appropriations on the amount of $100,000.00 to account 310 - 1501- 400 -9901 from the following
sources Graton Mitigation Fund, Public Services.
DULY AND REGULARLY ADOPTED this l 01h day of February, 2015.
ATTEST:
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Attachments: Exhibit A.
CITY OF ROHNERT PARK
Amy O. Ahanotu, Mayor
CALL.INAN: -LLF, MACKENZIE: �STAi'FORM A�F_ BELFORTE: �A AHANOTU:
AYES: (_3 ) NOES. ( Q ) ABSENT: (aI ) ABSTAIN: (C) )
2015 -022
Exhibit A to Resolution
City of Rohnert Park
130 Avram Ave.
Rohnert Park, CA 94928
DESIGN PROFESSIONAL SERVICES AGREEMENT
RE: ROHNERT PARK EXPRESSWAY REHABILITATION PHASE 2 PROJECT
THIS AGREEMENT is entered into as of the day of , 2015, by and
between the CITY OF ROHNERT PARK ( "City "), a California municipal corporation, and
COASTLAND CIVIL ENGINEERING, INC., ( "Design Professional "), a California corporation.
Recitals
WHEREAS, City desires to obtain design professional services in comiection with
Rohnert Park Expressway Rehabilitation Project Phase 2 ( "Project "); and
WHEREAS, Design Professional hereby represents to the City that Design Professional
is skilled and able to provide such services described in Section 1 of this Agreement; and
WHEREAS, City desires to retain Design Professional pursuant to this Agreement to
provide the services described in Section 1 of this Agreement.
Agreement
NOW, THEREFORE, THE PARTIES HERETO AGREE AS FOLLOWS:
1. Scope of Services. Subject to such policy direction and approvals as the City may
determine from time to time, Design Professional shall perform the services for the Rohnert Park
Expressway Rehabilitation Phase 2 Project set out in the "Proposal for Professional and
Engineering Services for Rohnert Park Expressway Overlay Project —Phase 2" 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 on
the City's approval of the plans. Design Professional shall perform its services in accordance
with the schedule set out in the "Proposal for Professional and Engineering Services for Rohnert
Park Expressway Rehabilitation Project —Phase 2" 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 acid Metl.iod 71' I aYine'll.
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 pay
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Design Professional exceed Fifty Nine Thousand Seven Hundred Thirty One Dollars and zero
cents ($59,731.00). 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
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will compensate Design Professional for the preparation and the testimony at Design
Professional's standard hourly rates, if requested by City and not part of the litigation brought by
City against Design Professional.
4. Amendment to Scope of Work. City shall have the right to amend the Scope of
Work within the Agreement by written notification to the Design Professional. In such event,
the compensation and time of performance shall be subject to renegotiation upon written demand
of either party to the Agreement. Failure of the Design Professional to 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 then,
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
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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.
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.
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8. Conflict of Interest.
A. Design Professional understands that its professional responsibility is
solely to City. Design Professional warrants that it presently has no interest, and will not acquire
any direct or indirect interest, that would conflict with its performance of this Agreement.
Design Professional shall not knowingly, and shall take reasonable steps to ensure that it does
not, employ a person having such an interest in the performance of this Agreement. If Design
Professional discovers that it has employed a person with a direct or 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 Mcmbers 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.
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
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acceptable to City), indemnify, and hold harmless City and its officers, elected officials,
employees, agents, and volunteers (collectively "Indemnitees ") from and against any and all
claims, loss, cost, damage, injury (including, without limitation, injury to or death of an
employee of Design Professional or its subconsultants), expense and liability of every kind,
nature and description (including, without limitation, fines, penalties, incidental and
consequential damages, reasonable court costs and reasonable attorneys' fees, litigation expenses
and fees of expert consultants or expert witnesses incurred in connection therewith, and costs of
investigation), that arise out of, pertain to, or relate to the negligence, recklessness, or willful
misconduct of Design Professional, any subconsultant, anyone directly 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. Irrespective of any language to the
contrary in this Agreement, the parties agree that Design Professional has no duty to provide or
pay for an up -front defense against unproven claims or allegations. Design Professional agrees
to indemnify and thus reimburse City for those reasonable attorneys fees incurred for defense by
the City but only to the extent Design Professional is determined to be negligently culpable by a
court of competent jurisdiction. or pursuant to an arbitration award or as agreed upon by the
Design Professional and the City in a negotiated settlement.
A. 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.
B. 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.
C. 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 all Aog1: �?_I (amity. Design Professional, its officers,
employees and agents shall not have any power to bind or commit the City to any decision.
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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.
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. 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
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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
2. Copies of the applicable wage determination are on file at City Clerk's office. This provision
to comply with prevailing wage laws takes precedence over the provisions of paragraph 3.E.
G. Injury and Illness Prevention Program. Design Professional certifies that
it is aware of and has complied with the provisions of California Labor Code Section 6401.7,
which requires every employer to adopt a written injury and illness prevention program.
H. City Not Responsible. City is not responsible 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. If Design Professional fails to cure the default within seven (7) days after
written notice thereof, City may, at its sole option, take possession of any Documents or other
materials (in paper and electronic form) prepared or used by Design Professional and (1) provide
any such work, labor, materials or services as may be necessary to overcome the default and
deduct the cost thereof from any money then due or thereafter to become due to Design
Professional under this Agreement; and /or (2) terminate Design Professional's right to proceed
with this Agreement.
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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
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.D..
20. Suspension. The City shall have the authority to suspend this Agreement and the
services contemplated herein, wholly or in part, for such period as be /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 statement of the agreement between City and Design Professional and supersedes any
previous agreements, whether verbal or written, concerning the same subject matter. This
Agreement may only be amended or extended from time to time by written agreement of the
parties hereto.
22. Interpretation. This Agreement shall be interpreted as though it was a product of a
joint drafting effort and no provisions shall be interpreted against a party on the ground that said
party was solely or primarily responsible for drafting the language to be interpreted.
23. Litigation Costs. If either party becomes involved in litigation arising out of this
Agreement or the performance thereof, the court in such litigation shall award reasonable costs
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and expenses, including attorneys' fees, to the prevailing party. In awarding attorneys' fees, the
court will not be bound by any court fee schedule, but shall, if it is in the interest of justice to do
so, award the full amount of costs, expenses, and attorneys' fees paid or incurred in good faith.
24. Time of the Essence. Time is of the essence of this Agreement.
25. Written Notification. Any notice, demand, request, consent, approval or
communication that either party desires or is required to give to the other party shall be in
writing and either served personally or sent by prepaid, first class mail. Any 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 Rohnerl Park -City Hall
130 Avram Avenue
Rohnert Park, CA 94928
If to Design Professional: John Wanger
Coastland Civil Engineering, Inc.
1400 Neotomas Avenue
Santa Rosa, CA 95405
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
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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 treated during such employment without regard to race, age, sex, creed, color,
sexual orientation, marital status or national origin. Such action shall include, but shall not be
limited to, the following: employment, upgrading, demotion or transfer; recruitment or
recruitment advertising; lay -offs or termination; rates of pay or other forms of compensation; and
selection for training, including apprenticeship. Design Professional further agrees to post in
conspicuous places, available to employees and applicants for employment, notices setting forth
the provisions of this nondiscrimination clause.
28. Unauthorized Aliens. Design Professional hereby promises and agrees to comply
with all the provisions of the Federal Immigration and Nationality Act, 8 U.S.C.A. § 1101, et
seq., as amended, and in connection therewith, shall not employ unauthorized aliens as defined
therein. Should Design Professional so employ such unauthorized aliens for performance of
work and /or services covered by this Agreement, and should any liability or sanctions be
imposed against City for such use of unauthorized aliens, Design Professional hereby agrees to
and shall reimburse City for the cost of all such liabilities or 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-
112665 1 v3 80078/0012 Revised: 1 / 10/ 1 1
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 deemed expedient in the sole discretion of City.
34. Successors And Assigns. All representations, covenants and warranties set forth
in this Agreement, by or on behalf of, or for the benefit of any or all of the parties hereto, shall be
binding upon and inure to the benefit of such party, its successors and assigns.
35. Exhibits. The following exhibits are attached to this Agreement and incorporated
herein by this reference:
A. Exhibit A:
Proposal for Professional and Engineering Services for
Rohnert Park Expressway Overlay Project —Phase 2
B. Exhibit B:
Schedule of Hourly Rate
C. Exhibit C:
Insurance 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-
1 126651 v3 80078/0012 Revised: 1 / 10/ 11
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 WIIEREOF, the City and Design Professional have executed this
Agreement as of the date first above written.
CITY OF ROHNERT PARK
Darrin Jenkins, City Manager
Date: _
Per Resolution No. 2015- adopted by the Rohnert
Park City Council at its meeting of February 10, 2015.
APPROVED AS TO FORM:
By:
City Attorney
ATTEST:
By:
City Clerk
-13-
COASTLAND CIVIL ENGINEERING, INC.
By:
Title:
Date:
COASTLAND CIVIL ENGINEERING, INC.
By:
Title:
Date:
1126651 v3 80078/0012 Revised: 1/10/11
EXHIBIT A
"Proposal for Professional Engineering Services
for Rohnert Park Expressway Overlay Project — Phase 2"
-14-
11266510 80078/0012 Revised: 1/10/11
"Exhibit All to Agreement
C%_ vt= 1=1 kd
C ®951111 s-t:;I�ll�d
Civil Engineering - Construction Management - Building Dept. Services
January 7, 2014
RECEIVED
Ms. Mary Grace Pawson, P.E.
City of Rohnert Park JAN 13 2015
130 Avram Avenue
CITY OF IK NE T PARK
Rohnert Park, CA 94928
cernuI rr i,-.
Subject: Proposal for Professional Engineering Services for
Rohnert Park Expressway Overlay Project — Phase 2
Dear Mary Grace:
Per your request, we have prepared this letter proposal for the engineering services
associated with the resurfacing of Rohnert Park Expressway from Commerce Boulevard to
State Farm Drive.
Project Background /Understanding
The City would like to resurface Rohnert Park Expressway from the east edge of Commerce
Boulevard to State Farm Drive, including the intersection of State Farm Drive (approximately
1,000 lineal feet). The work is anticipated to be similar to the scope of work for the portion of
Rohnert Park Expressway between State Farm and Snyder Lane, currently under design. The
work will likely consist of a two to three inch thick asphaltic concrete overlay on pavement
reinforcement fabric with wedge and conform grinding. Pavement markings will be replaced to
match existing, with the addition of green bike lane cotorization at the intersections and
driveways. Utility covers will be adjusted to grade. Traffic signal detector loops (except for
advance detector loops) will be replaced with a video camera traffic detection system. At the
two commercial driveways along the north side of the street, four curb ramps will be
reconstructed to meet current accessibility standards.
SCOPE OF WORK
TASK 1 — MEETINGS WITH CITY REPRESENTATIVES & BACKGROUND INFORMATION
Immediately after the Notice to Proceed is issued by the City, Coastland will schedule a kick-
off meeting with City staff to accomplish the following:
• Discuss project and specific goals and objectives.
■ Refine the project schedule and discuss key milestones.
• Identify other stakeholders.
We will assemble all of the available City information pertaining to the project including as -built
drawings, benchmark information, utility information, base maps and any additional pertinent
1400 Neotornas Ave Santa Rosa, CA 95405 707.571.8005 707.571.8037 Fax
vvWW.coas IEndcivi1.cnrn
City of Rohnert Park
RP Expressway — Phase 2
Page 2 of 6
information for the project. We will also obtain pavement management data and past soil
reports within the project area. This data will assist us in determining what pavement repair
measures may be necessary.
Coastland will analyze existing conditions through a detailed site review, observing general
site conditions, taking digital photographs, noting surface conditions, and discussing potential
remediation options. During our field review, we will review the pavement to identify potential
dlgout repair areas, overlay conform locations and utility manholes or boxes that will need to
he adjusted to grade. Our site review with City staff will enable us to identify any unusual or
special conditions that may affect the project design or construction.
Included in this task will be one (1) project kick -off / pre- design meeting to discuss project
goals and coordination efforts and two (2) progress design review meetings.
TASK 2 — TOPOGRAPHIC SURVEY
Coastland will retain Cinquini & Passarino as a subconsultant to prepare a topographic survey.
The survey coverage area will include Rohnert Park Expressway from the easterly
intersection with Commerce Boulevard to the easterly limit of the intersection of State Farm
Drive. The width of the survey will be from face of curb to face of curb /edge of pavement as
applicable. Cross - sections will be taken at approximate 50 foot intervals. Detail will be
collected around the two northerly driveways to facilitate the design of the four reconstructed
curb ramps. Topographic survey will include features such as, but not limited to: curb lines,
cleanouts, valves, manholes and inlets (rim information only), utility markings on the
pavement, utility poles, driveway locations, edge of pavement, lip of gutter, striping, and any
other pertinent information that could apply to the project during design. Topographic survey
will be provided on NAVD 88 vertical datum and will horizontally relate to the California
Coordinate System of 1983, Zone 2. The topographic mapping will include record right of
way lines within the project area.
TASK 3 — GEOTECHNICAL STUDY
Coastland will retain RGH Consultants as a subconsultant to prepare a geotechnical study.
Their engineer will conduct a surficial reconnaissance of the pavements to evaluate the
condition of the existing asphalt including crack patterns and general wear and determine
where pavement section measurements are required. During their reconnaissance, their
engineer will mark 5 exploration areas with white paint and call Underground Service Alert
(USA) so that their members will mark the locations of their utilities. As required by the City,
RGH will obtain an encroachment permit for drilling in the streets. They assume that the cost
for the permit will be waived because the work is being done for the City. RGH will contract
with a traffic control sub - consultant to prepare a traffic control plan, which will be submitted to
the City as a part of the encroachment permit package.
Once the locations have been cleared of utilities, they will explore the subsurface conditions by
drilling a boring at each location. The borings will be drilled using a trick- mounted drill rig and
will extend through the pavement section and into the underlying subgrade soil to a total depll7
of 3 to 5 feet. Their engineer will log the borings and obtain bulk and relatively undisturbed
samples for visual examination, classification, and laboratory testing. Selected samples
representative of the material types encountered will be laboratory tested to determine certain
City of Rohnert Park
RP Expressway — Phase 2
Page 3 of 6
characteristics pertinent to their analysis. These may include classification (Atterberg Limits
and grain size distribution) and R- value. -rho borings will be backfilled with cement - bentonite
grout with fast - setting concrete placed in the upper few inches. Based on their analysis of the
field and laboratory work, RGH will develop the following geotechnical information:
1. A brief description of the pavement sections encountered; and
2. Specific conclusions and recommendations concerning:
a. Primary geotechnical engineering concerns and mitigating measures, as
applicable;
b. Pavement section rehabilitation; and
c. Supplemental geotechnical engineering services.
Upon completion, RGH will present the results of their study in a written report including
summaries of the field and laboratory work. After submittal of their report, they will provide limited
on -call consultation during design and review project specifications.
TASK 4 — EVALUATION OF PAVEMENT REPAIR OPTIONS
Once we have compiled all the available background data and completion of the topographic
survey, geotechnical study and field review, a technical memorandum will be prepared
considering the following options for pavement rehabilitation:
■ Conventional (HMAC) overlay with dig -outs
■ "Mill (cold plane) and fill" with dig -outs
■ Use of pavement reinforcing fabrics
■ Locations and treatments of failed pavement sections, if any (base repairs)
■ Full -width and wedge grinding requirements (based on existing cross slopes)
Recommended repair methods will be identified for the entire length of roadway. Mapping will
be prepared to illustrate the approximate limits of each of the repair sections. A typical repair
detail will be provided for each repair section. RGH will assist in designing appropriate
roadway repair sections, including reconstruction sections.
Preliminary construction cost estimates will be prepared. If more than one repair alternative is
found to be viable for a section, an estimal.e will be prepared for each alternative. The
alternatives and costs will be summarized in a brief, technical memorandum.
Coastland subconsultant West Yost (formerly ECON) will perform the required testing for the
traffic paint/striping to determine if lead or other hazardous substances are present. West
Yost proposes to perform up to eight (8) samples of the paint striping, and provide required
laboratory testing including a letter -type report summarizing the results of their findings. It is
assumed that an encroachment permit and traffic control plan will not be required for this work.
Based on the City's direction following the scoping study report meeting, we will proceed with
designing and preparing PS &E documents for the preferred alternative.
City of Rohnert Park
RP Expressway — Phase 2
Page 4 of 6
TASK 5 — COORDINATION WITH UTILITY COMPANIES AND REGIONAL BOARD
We propose to coordinate with outside utility companies to ensure that all existing facilities,
both underground and overhead, are identified accurately during the design phase. This task
will include writing letters to PG &E, AT &T and Comcast informing them of the project and
requesting their facility drawings.
Under this task we will prepare submittal packages to each of the utility companies so they can
verify the accuracy of their facilities and the need for relocation.
We will also coordinate our efforts with the Regional Water Quality Control Board to find if the
area of work is within a contaminated zone. We will provide the City with the Board's findings.
If the Board finds that the site has a potential to be contaminated, we will review the results
with the City. Due to the minor underground work associated with this project, it is unlikely
contaminated soil will require additional effort. If additional effort is found to be necessary we
would be happy to provide the City with a scope and fee to provide such services for
consideration.
TASK 6 — 85% SUBMITTAL
Following the pavement rehabilitation options and utility coordination, we will begin preparing
an 85% submittal.
The survey and field investigation will be used to develop design drawings which will illustrate
limits of pavement repair, type of repair and details and sections, pavement marking and
striping, utilities to be raised to grade, curb replacement areas and other items necessary for
pavement repair. Reconstructed curb ramps will be detailed with limits of work, proposed
elevations and slopes. We will coordinate with the City's traffic consultant, WTrans, in their
preparation of plans and technical specifications for the design and installation of the video
camera traffic signal detection system. WTrans drawings and specifications will be included in
our documents.
The submittal will include 2 sets of preliminary plans and specifications, and an estimate of
probable construction costs.
TASK 7 — 100% SUBMITTAL
We propose to meet with the City to review the 85% design comments. Following this review
we will prepare the 100% submittal. The project design will essentially be complete for this
submittal. All comments from the 85% submittal review will be addressed. We will also
address all relevant items in the City's Exhibit E "Design Consultant Requirements ".
Coastland's Construction Management Department will perform a constructability review of the
contract documents. Through this review, we will help minimize claims and potential change
orders.
Included in the submittal will be 2 sets of plans, specifications and the engineer's estimate.
City of Rohnert Park
RP Expressway — Phase 2
Page 5of6
TASK 8 — FINAL SUBMITTAL
Following the City's review of the 100% submittal and incorporating any necessary comments,
we will prepare final bird documents, including stamped and signed mylar drawings and
camera ready technical specifications with a stamped and signed cover. An electronic copy of
the drawings and specifications will also be provided.
TASK 9 — BID, CONTRACT AND CONSTRUCTION ASSISTANCE
Coastland will assist the City in advertising the project for construction bids. This will include:
• Staff report - we will assist the City in preparing the staff report at least 45 days prior to
bid opening. (Exhibit E: 14)
• Bidding Support - we will prepare a notice to bid and submit it 30 days prior to bid
opening. We will answer any questions that may arise during the bidding phase. We
will make copies of and distribution the bidding documents, plans and specifications.
We will collect payment for the plans and specifications to offset their cost. (Exhibit E:
15 & 16)
• Pre -bid Meeting — we will organize and attend one pre -bid meeting to assist the City
with clarifications. (Exhibit E: 17)
Addenda - we will prepare and distribute any necessary addenda (up to 2) to
planholders. We will use the City's addenda form provided on the City's website.
(Exhibit E: 18)
■ Bid Review — we will review the bids for conformance with all requirements and assess
responsiveness. We will determine the lowest responsive bidder, prepare a bid
tabulation based on the bids received and prepare a staff report recommending award
or rejection of bids (Exhibit E: 21)
■ Conform Sets and Electronic Files — addenda will be incorporated into conformed set
of plans and specifications. (Exhibit E: 19 & 20)
■ Submittals, BFI's — we will review and respond to RFI's and submittals. Responses will
be documented. (Exhibit E: 22, 23 & 24)
■ Record Drawings - we will work closely with the Construction Management team to
prepare record drawings. (Exhibit E: 24)
■ Other work outlined in Exhibit E "Design Consultant Requirements ".
Exceptions to Scope of Services
The following work is not included in our proposal. However, Coastland would be pleased to
provide these services if the City desires:
■ Right -of -way determination or preparation of associated documents.
■ Public participation effort.
• Meetings beyond those noted above.
■ Environmental studies.
■ Design or specifications for video traffic detection.
• Council presentations or other staff presentations.
• Construction management or inspection services.
■ Video camera traffic signal detection system design (by City's consultant)
City of Rohnert Park
RP Expressway — Phase 2
Page 6 of 6
Protect Schedule
We are prepared to start work on this project upon authorization. We will work closely with the
City toward the goal of issuing the project for bidding in April or May, 2015.
Estimated Cost
Based on our scope of work, we are proposing that the services associated with this project be
completed for a not -to- exceed amount of $59,731. The amount quoted is assuming that all of
the work for this project will fall under the scope of work as previously described. If additional
work is necessary that falls outside of this scope of work, we can either ro- negotiate a new
scope of work or provide these services on a time and materials basis per our adopted
schedule of hourly rates.
Please note that in the not -to- exceed amount, we have included an estimated amount of
$1,000 for reimbursable expenses (i.e. printing, plotting, etc.). These reimbursable costs will
be billed at cost plus 15 %.
We hope this proposal meets with your approval. If you have any questions regarding this
proposal please let us know. We appreciate the opportunity and look forward to continuing our
work with the City.
Sincerely,
'�1114 21 0_67�uw
Mark N. Obergfell, P.E.
Supervising Engineer
Attachment: Work Estimate
FAProposal \Public \Rohnert Park \RP Expwy Commerce -Slate Farm \RPX Commerce -Slate Farm Proposal.doox
EXHIBIT B
Compensation
-21-
11266510 80078/0012
Revised: 10/08/10
�ItI�;E�STIN��
11712015
Work Estimate
Rohnert Park Expressway Professional Engineering Services
City of Rolulert Park
Commerce to State Farm
PtiacVp:d
Gtgi. Ctoi ical 7.71 17,
'l olal
Tolnl
5nlxrnt�nhandNrnes
Task M
Task Description Eitgincer
�1161
Technic lnnngcr
$185
$115 $75 4145
Hours
Cost
1
Meetings with City Representatives & Background Info.
Kick Off Meeting (1)
3
3
$489
-. ". _... ".... ".... - - -
Progress Meetings (2)
6
n
$978
---
--- -"
Background Information
4
4
8 1
17
$2,107
FieldRevieW 1
4
2
2 i 2
12
$1,662
38
$5,23L
Subtolal
2
7'opgrtlpllic Survey
Cinquini & Passotrno
9'opgraphic Survey
--
—
Coordination with subconsuhanl
2
2 I
5
$631
5
gL,769
Subtolal
3
Geotechnical Study
U
$12,857
RGII
GeotechnicalStudy
Coordination with subcousullanr
2
2 1
5
$631
Subtotal
4
Evaluation of Pavement Repair Options
1r
$2,387
west Yost
Striping Lead Testing
Coordination with subconsultmlt
2
{
}
$401
Prepare design options 1
4
2 —
2 1
10
" 1_4-"
Develop typical .eeclions /delineate limits
2
2
8
12
$1,476
DevctopEstimates
2
2
6 ]
11
$1,391
Draft Technical Memo. 1
4
2
1 I
9
$1,257
Final Technical Memo.
2
I
1 i
5
$631
42
&8,985
Subtotal
5
Coordination with Utilities and Regionul Board
Coordination with Utilities and Board
L
8
$1,016
Subtotal
6
85% Submittal
Plait s,San:cliicmions and Details
14
6
2t} 2
" --
Preliminary Cost Estimate
2
2
G I
11
091
2
QC Review
55
$7,183
Subtolat
7
100% Submittal
Plans, Specifications and Details
8
4
12 I
25
$3,219
- " -" -- -"
2
r1
7
$901
Cost Estimate
QC Review
.l
6
$950
38
$5,070
Sublolal
8
Final Submittal
Final Bid DOCamen s
6
2
8 1
17
$2,203
17
5203
Subtotal"
9
Bid, Contract & Construction Assistance
Plan Distribution, Questions
4
2
v
12
$1,332
Pic -Bid Meeting and addenda
(i
8
$1,208
Did Review & Tabulation & Staff Report 1
5
l
7
$1,145
Submittals and RFI's 2
8
.d
B
12
$3,294
.
Record Drawings
4
10
l4
$1,802
63
$8,781
Sublolal
$1,000
list nuleige, plirnuc npr.
Miscellaneaus Casts
11712015
Work Estimate
D
C= d=saem --�`t 1Iem"d
CA E*eairg - Cons'rucbw 1VYgPment - 6 OeaG. Sr *Ils
SCHEDULE OF HOURLY RATES
July 01, 2014 through June 30, 2015
PROFESSIONAL SERVICES
Principal Engineer
$170 -190 /hour
Supervising Engineer
$150 -170 /hour
Senior Engineer
$130- 150 /hour
Associate Engineer
$115- 130 /hour
Assistant Engineer
$90- 115 /hour
Junior Engineer
$90 -110 /hour
Principal Designer
$130- 140 /hour
Engineering Assistant
$100- 130 /hour
Senior Engineering Technician
$110- 125 /hour
Engineering Technician
$95 -110 /hour
Engineering Aide
$80 -90 /hour
Resident Engineer
$135- 160 /hour
Construction Manager
$130- 145 /hour
Construction Inspector*
$105- 120 /hour
Construction Administrator
$70 -80 /hour
Building Official
$135- 155 /hour
Building Plan Check Engineer
$135- 155 /hour
Plans Examiner
$95- 125 /hour
Building Inspector
$90- 110 /hour
Building Technician
$70 -80 /hour
CLERICAL
$70 -80 /hour
VEHICLE
$12-15/hour
MILEAGE
$0.65 /mile **
OUTSIDE SERVICES
Cost + 15%
MATERIALS
Cost + 15%
• Computer lime is included in the hourly rates used above.
• Consultation in connection with litigation and court appearances will be quoted separately.
• Additional billing classifications may be added to the above listing during the year as new positions are created.
Includes services subject to prevailing wage rates.
* Mileage rates are subject to change based on fuel cost increases
EXHIBIT C
insurance Requirements to Agreement For Design Professional Services
Re: Updating and Expanding an Ordinance for Water and Reclaimed Water Use
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 1 (Any Auto) or an approved equivalent. Limits are subject to review, but in
no event shall be less than $2,000,000 (Two Million Dollars) each occurrence. If Design
Professional or its employees will use personal autos in any way in connection with performance
of the Services, Design Professional shall provide evidence of personal auto liability coverage
for each such person.
3. Workers Compensation on a state - approved policy form providing statutory
benefits as required by law with employers liability insurance, with minimum limits of
$1,000,000 (One Million Dollars) per occurrence.
4. Excess or Umbrella Liability Insurance (Over Primary) if used to meet limit
requirements shall provide coverage at least as broad as specified for the underlying coverages.
Any such coverage provided under an umbrella liability policy shall include a drop down
provision providing primary coverage above a maximum self - insured retention for liability not
covered by primary but covered by the umbrella. Coverage shall be provided on a "pay on
behalf of basis, with defense costs payable in addition to policy limits. Policy shall contain a
provision obligating insurer at the time insured's liability is determined, not requiring actual
payment by insured first. There shall be no cross- liability exclusion precluding coverage for
claims or suits by one insured against another. Coverage shall be applicable to City for injury to
employees of Design Professional, subconsultants or others involved in performance of the
Services. The scope of coverage provided is subject to approval of City following receipt of
proof of insurance as required herein. Limits are subject to review but in no event less than
$2,000,000 (Two Million Dollars) per occurrence.
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
-24-
1 126651 v3 80078/0012 Revised: 1/10/11
Policy must include the type of work performed under this Agreement. The policy limit shall be
no less than $1,000,000 (One 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.
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.
-25-
1126651 v3 80078/0012 Revised: 1/10/11
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.
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.
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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
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.
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EXHIBIT D
Key Personnel and Other Consultants,
Specialists or Experts Employed by Design Professional
1126651 v3 80078/0012 Revised: I / 10/ 11
Key Personnel
CITY OF ROHNERT PARK
Project Manager
Heidi Utterback, PE
Supervising Engineer
Design Team
Mark Obergfell, PE, QSP /QSD
Supervising Engineer
Leslie Melody
Engineering Technician
Subconsultants
Cinquini & Passarino
Land Surveying
RGH Consultants
Geotechnical Report
West Yost
Traffic Striping Testing
Principal -in- Charge
John Wanger, PE
Principal Engineer
Constructability Review
Mike Janet
Construction Manager
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 1 sections. The bid descriptions shall match the bid line items.
8. Division 1 shall include a complete consolidated list of submittals for the project.
9. Electronic documents sent to the City for review shall be in Word format.
10. Plans and specifications shall, as much as possible and within good engineering practice,
refer to the City of Rohnert Park Manual of Standards, Details and Specifications which
can be downloaded from the City's website at www.rpcity.org. When Standard Details
are incorporated they shall be by reference rather than shown on the plans.
11. The consultant shall note the need for any permitting through the State or other entities
including Caltrans, Corps of Engineers, RWQCB, BAAQMD, SCWA, and the County of
Sonoma. Consultant is responsible for initiating contact with the permitting agency,
meeting with the permitting agency as needed and completing all permit applications as
completely as possible prior to sending to the City for signature.
12. The consultant shall note the need for any easements or rights of way required for the
project including private landowners, Caltrans, SCWA, and the County of Sonoma.
Consultant is responsible for initiating contact with the other entity and completing all
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easement or right of way forms, including property descriptions as needed, as possible
prior to sending to the City for review.
13. The consultant shall develop a project checklist which includes all project paperwork
requirements resulting from permitting, easements and funding agreements.
14. At least 45 days prior to bid opening, the consultant shall provide a draft staff report for
presentation to City Council requesting to authorize advertisement for bids.
15. The consultant shall complete all noticing and bidding of the project. This includes
mailing notices to the City's five required Trade Journals /Plan Check Houses. Notice
shall be mailed at least 30 days prior to the bid opening.
16. The consultant shall make bid copies of the bidding documents, plans and specifications,
distribute these and collect payment for the plans and specifications to offset their cost.
17. The consultant shall arrange for and conduct the pre -bid meeting, if such a meeting is
deemed necessary.
18. The consultant shall provide all addenda for the bid package as needed, using the City's
addendum form available on the City's website.
19. After issuance of final addenda and prior to issuance of the Notice to Proceed, the
consultant will produce ten (10) 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
(A). All addenda shall also be bound into the front of the specifications book, behind the
front cover and before the cover page, with most recently issued addendum on top.
Addenda pages shall be printed on different color paper than the specifications.
20. Before bid date, consultant shall provide all electronic files to the City. The project plans
shall be in pdf format in one file folder with a separate document for each page.
Specifications shall be in Word format; the Engineer's Estimate shall be in Excel format.
21. After bidding the consultant will check the bids for conformance with the contract and
bid requirements and determine the responsiveness of each bidder. This includes
checking any applicable licenses and qualifications. This shall include checking as
required, references to determine required experience. The consultant shall analyze the
bids to determine the lowest responsive bidder and comment on any large discrepancies
between the engineer's estimate and the low bid. The consultant shall create the bid table
in Excel format, recommend selection of the lowest responsive bid, and justify the
rejection of any bids as needed. The consultant shall create a staff report for submission
to the City Council providing recommendations for award and or rejection of bids.
22. The consultant shall review submittals pertaining to the project and provide comments,
rejection, or stamp "No Exceptions Taken" as appropriate.
23. The consultant shall review submittals and RFIs pertaining to the project and provide
responses and guidance as required.
24. After construction is complete, the consultant will create Record Drawings (as -built
drawings) based on the contractors marked up set of plans, in electronic format and scan
the as -built drawings into pdf format and deliver one copy on bond paper and electronic
as -built drawings to the City.
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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.
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