2015/03/10 City Council Resolution 2015-045move 19 1 1
WL94 an; I ME
WHEREAS, the City ofRohncd Park General Plan and Public Facilities Finance Plan
describe the Eastebde Trunk Sewer and Snyder Lane Widening eu infrastructure necessary to
support new development; and
WHEREAS` the City is currently completing its design oy the EoatoideTrunk Sewer
Phase III and Snyder Lane Widening Project No.2Ol4-Ol,inuutioiyadionofhugiuuing
construction iu the summer of20)5;and
WHEREAS, the scope ofBnmtmide Trunk Sewer Phase lD and Snyder Lane Widening
Project No. 2014-01 has been expanded to include a planned overlay of the Community Center
Parking Lot and an overlay of a portion of Snyder Lane between Southwest Boulevard and East
Cntn1i Avenue because these can hr effectively and efficiently accomplished io conjunction vvi1b
the Snyder Lane widening work; and
WHEREAS, the City will also hr undertaking the )loboed Park Expressway
Rehabilitation Project (ComonnorcoBnu|evardtoSuYdcrI.ouo)oodtbo[)eve|opscnfdbe
University District will be constructing offsite improvements on Dohomd Park Expressway
between Snyder Lane and Pe{oluoou Hill Road; and
WHEREAS, the combined projects will result in significant traffic control and work area
detours on and around the Snyder Lane and Robneri Park Expressway during the summer of20l5;
and
WHEREAS, the City desires to develop and maintain opr000tivo and credible public
information strategy to assist the public in planning for and avoiding the potential disruptions caused
by the combined construction projects; uud
WHEREAS, the work required to develop and nouiutuio aprnootive and credible public
iufhnnn1iou project is unique and apcuio)ixcd work that cannot be performed by the engineering
consultants working ou the City's projects; and
WHEREAS, Data Instincts ([000uhuud is uquu|iflsd" local poh|io iufhono1iou firm that
assisted the City with anunubcr of complex communication matters in the past including public
outreach related to previous pbamoo of the 6umimide Trunk Sewer Project and an n result of this
experience they bring uuuiqus understanding ofthe }{obued Park Community and the City's
public information needs; and
WHEREAS, City reviewed Conoukou\`m quobfiuu1ioum during the process of securing
Construction Mnuogoznon1 Services for the Bamtmide Trunk Sewer Phase Dl and Snyder Lane
Widening Project and is electing to contract with Consultant independently to avoid the mark-up
on services that would occur if Consultant were a sub-consultant to the Construction Manager.
WHEREAS, the City has obtained a proposal from Consultant and Consultant and staff
have negotiated to arrive at a proposed cost representing a reasonable proportion of the estimated
construction costs; and
WHEREAS, the City of Rohnert Park Municipal Code Title 3 Chapter 3.04 provides that
the City's purchasing functions shall be governed by the City's purchasing policy, and;
WHEREAS, consistent with City of Rohnert Park Purchasing Policy Section 7.2, the
City Council hereby finds that the Consultant meets the requirements for Sole Source purchasing
as they perform a "complex and unique function and by virtue of their extensive experience with
the City's system, they understand the work required and are therefore in the best position to
assist the City with efficiently developing a public information and outreach program; and
WHEREAS, the City's Finance Director has been authorized to make the appropriations
necessary to cover these new contract services.
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 Re:
Public Outreach and Information Services with Data Instincts in an amount not to exceed
$36,000.00.
BE IT FURTHER RESOLVED that the City Manager is hereby authorized and directed
to take all actions to effectuate this agreement for and on behalf of the City of Rohnert Park,
including execution, if necessary, in substantially similar form to the amendment attached hereto
as Exhibit "A," subject to minor modifications by the City Manager or City Attorney.
DULY AND REGULARLY ADOPTED this 10th day of March, 2015,
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fir
ATTEST:
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�, :�oAnne M. Buergler, Cy Clerk
Attachments: Exhibit A
I f i� IF I I 71430' VA-11
_
m .�, - — ....._
Amy 0. Ahanotu, Mayor
CALLINAN: N1qr:L MACKENZIE: A-85 ._,r,- ,m,m,,,,,, STAFFORD: �_ BELFORTE: �5 AIIANOTU: 11�
AYES: ( E, ) NOES: ( O ) ABSENT: (C7 ) ABSTAIN: ( a )
2015 -045
I IN = it 1i ',Into 10 10111 "Ill IU 0 L U 112FM I 1XIIII I N WME "mom
THIS AGREEMENT in entered into umnftbc_____ day of. 20l5,6vand
between the CITY OPROHNGRT PARK ("City"),uCalifornia municipal corporation, and
DATA INSTINCTS, a California sole proprietorship.
Recitals
WHEREAS, City desires toobtain public information and outreach services 10 support its
Eastnide Trunk Sewer Phase Ill and Snyder Lane Widening Project and Rohnert9ark
Expressway Widening Project; and
WHEREAS, Design Professional hereby represents to the City that Design Proteank)uo
is skilled and able to provide such services described in Section l of this and
WHEREAS, City desires to retain Design Professional to this Agreement {o
provide the services described in Section lof this Agreement.
1. Scope of Services. Subject to such policy direction and approvals ay the City may
determine from time to time, Design Professional shall perform the services set out in the "Scope
of Work and Schedule of Performance" attached hereto om Exhibit f\.
2. Time of Performance. The services of Design Professional are 1ocommence
upon receipt ofu written notice to proceed from City, but inuo event prior to receiving ufully
executed agreement from City and obtaining and delivering the required insurance coverage, and
satisfactory evidence thereof, to City. The services of Design Professional are tohecompleted no
later than twelve months from the date of this contract, unless an extension is authorized by the
City. Design Professional shall perform its services in accordance with the schedule set out iu
the "Scope of Work and Schedule of Performance" attached hereto uo Exhibit A. Any changes
to the dates in this Section or Exhibit /\ must ho approved in vvddug by the City.
3. Compensation and Method of PUment.
A. Compensation. The compensation b)bc paid to Design Professional,
including both puynneu1 for professional services and reimbursable cxpcuoca, shall he at the rate
and schedules attached hereto uo Exhibit }\. However, iuuo event shall the amount City pays
Design Professional exceed Thirty-Six Thousand Dollars ($3h,O00.00). Payment hy City under
this Agreement shall not be deemed a waiver of unsatisfactory work, even if such defects were
known to the City ot the time ofpayment.
B. Timing of Payment,
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112665 10 80078/0012 v2012-09
(l) Design Professional shall submit itemized monthly invoices for
work performed. C|ty shall make payment, in full, within thirty
(3() days after approval of the invoice hvCity.
(2) Payments due and payable to Design Professional for current
services must bo within the current budget and within ouavailable,
ouexboostcd and unencumbered appropriation of the City. In the
event the City has not appropriated sufficient funds for payment uf
Design Professional services beyond the current fiscal year, this
Agreement shall cover only those costs incurred uptothe
conclusion of the current fimcaJyear; payment for additional work
io 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 10 this Agreement.
D. Standard of Qualily. City relies upon the professional ability of Design
P;ofeouionul as uouatorial inducement to entering into this Agreement. All work performed by
Design Professional under this Agreement shall he io accordance with all uppliouh10 )cgu|
requirements and shall meet the standard of quality ordinarily to be expected of competent
professionals in Design Professional's field nfexpertise.
E. Taxes. Design Professional shall pay all taxes, 0000amnueuta and premiums
under the federal Social Security Act, any applicable unemployment insurance contributions,
;Vockcro Compensation insurance premiums, sales taxes, use taxes, personal property \uxoo, 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 Pqy. Design Professional shall receive uo
premium or enhanced pay for work normally understood as overtime, i.e., hours that exceed forty
(40) hours per work week, oc 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 mboU not receive upruouiuou or enhanced pay for work
performed nuu recognized holiday. Design Professional shall not receive paid time off for days
not worked, vvbe1buc it be in the fbmu of sick leave, administrative leave, or for any other fbun of
uhmeuue.
G. Litigation Suppor . Design Professional agrees totestify at City's request
if litigation is brought against City iu connection with Design Professional's report. Unless the
action is brought by Design Professional or is based upon Design Professional's negligence, City
will oonopouoatm 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 tothe Design Professional. In such event,
112665 10 80078/0012 v2012 09
the compensation and time o/ performance shall hc subject tn renegotiation upon written demand
of either party 0x 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,
qnuutoon nuurud, etc. for work done without the appropriate City authorization.
5. Duties of City. City shall provide all bafhxmudoo requested by Design
Professional that io reasonably necessary 10 performing the Scope ofWork. City retains all
rights of approval and discretion with respect to the projects and undertakings contemplated hv
this Agreement.
6. Ownership of Documents.
A. The plans, specifications, estimates, programs, reports, models, and other
material prepared byoroubehalf of Design Professional under this Agreement including all
drafts and working documents, and including electronic and paper forms (collectively the
^^I]ocunueutu"), mba// he and remain the property of the City, whether the Services are uocup|otcd
or not. Design Professional shall deliver all Documents to City, upon request at (1) the
completion ofthe Services, (2) the date n[ termination of this Agreement for any reason, o,(3)
request hyCity in vvddug, or (4) payment of all monies due to Design Professional.
D. The Documents may be used hy City and its officers, elected officials,
employees, agents, and volunteers, and assigns, in whole orinpart, oriumodified form, for all
purposes City may deem advisable without further employment ofor payment ofany
compensation to Design Professional. If City desires tomodify Documents before using them,
City shall obtain written consent from Design Professional for any such modification, and such
consent shall not unreasonably bcwithheld. lf 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 o proximate cause of such damages.
C. [)ooigo Professional retains the copyright iu and tothe iotoUcu1uu|
property depicted in the Documents subject to Design Professional's Uoodo1iouo and City's rights
and |iocnuso set fbdb iu this Agreement. City's ovvuorobip interest iu the Documents includes the
following single, esu1oxivu license from Design Professional: Design Professional, for itself, its
employees, heirs, successors and assigns, hereby grants (and if any subsequent grant ia
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 orcreate, alone or jointly with others, in or
with respect tothe Documents, including vvkboot |iuzdn1inu all uon}yoiu, reports, designs and
graphic representations. City's license sbuU include the right to sublicense, obuU be for all
purposes with respect to each right of copyright, and shall be without restriction.
D. Design Professional shall include ivall subcontracts and agreements with
respect to the Services that [)onigu Professional uogodn1eo, language vvbiub is consistent with this
Section 6.
112665 10 80078/0012 v2012-09
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.
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(x)(2)).
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11266510 80078/0012 v2012 -09
..... _ tv. No member of the City and no other
9. Interest of Members .and nlovees of Ci
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. Liabilitv of Members ,1nd Fmplpvees of City. No member of the City and no
other officer, elected official, employee, agent or volunteer of the City shall be personally liable
to Design Professional or otherwise in the event of any default or breach of the City, or for any
amount which may become due to Design Professional or any successor in interest, or for any
obligations directly or indirectly incurred under the terms of this Agreement.
11. Indemnity.
A. To the fullest extent permitted by law (including, without limitation,
California Civil Code Sections 2782 and 2782.8), Design Professional shall defend (with legal
counsel reasonably acceptable to City), indemnify, and hold harmless City and its officers,
elected officials, employees, agents, and volunteers (collectively "Indemnitees ") from and
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.
B. Neither termination of this Agreement nor completion of the Services shall
release Design Professional from its obligations under this Section 11, as long as the event giving
rise to the claim, loss, cost, damage, injury, expense or liability occurred prior to the effective
date of any such termination or completion.
C. Design Professional agrees to obtain executed indemnity agreements with
provisions identical to those set forth in this section from each and every subconsultant or any
other person or entity involved by, for, with or on behalf of Design Professional in the
performance of this Agreement. If Design Professional fails to obtain such indemnity
obligations from others as required, Design Professional shall be fully responsible for all
obligations under this Section. City's failure to monitor compliance with this requirement
M
1126651x3 80078/0012 v2012 -09
imposes noadditional obligations on City and will inno way act umu waiver of any rights
hereunder. The obligation to indemnify and defend City an set forth herein is binding on the
nunocuuocs, assigns or heirs of Design Professional and shall survive the termination of this
/kgrcunueu\ or this section.
D. Design Professional's compliance with the insurance requirements does
not relieve Design Professional from the obligations described in this Section 11, which shall
apply whether or not such insurance policies are applicable to a claim or damages.
12. . Design Professional, its officers,
employees and agco1m shall not have any power to bind or commit the City to any decision.
13. Independent Contractor. llim 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 usouindependent contractor, Design Professional shall obtain uo rights to
retirement benefits nr other benefits which accrue 10 City's employees, and Design Professional
hereby expressly waives any claim d 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 uyp\ivahln federal, state and |ouu
laws, codes, ordinances and regulations now in force or which may hereafter he in {bncm during
the term of this agreement. Except um otherwise allowed byCity in its sole discretion, Design
Professional and all muhuououhunto shall have acquired, at their rsycooc" ubusioesm hcoumr from
City in accordance with Chapter 5.04 of the Rohnert Park Municipal Code prior to City's
iuuuoucr of an authorization to proceed with the Services. Such license(s) must be kept valid
throughout the term of this Agreement. Any corrections to Design Professional's reports or other
Documents (as defined in Section 6) that become necessary as a result of Design Professional's
failure to comply with these requirements shall be made at the Design Professional's expense.
O. Updates. Should Design Professional become aware that the requirements
referenced in subparagraph Aubove change after the date ofn report oc other Document im
prepared, Design Professional shall be responsible for notifying City of such change in
requirements. lJomigu Prnteoeinuu\ will bring the Documents into conformance with the newly
issued n:quircnuczda at the vvdttou direction of City. Design Professional's uoo1m for providing
services pursuant tothis paragraph shall be submitted to City uoAdditional Services.
C. ses and Permits. [)co' �rot�osk)ua r�yroo�u�tbu1hbustbnokUls
expertise, licenses and poroudonecessary 0n perform the Services. Design Professional ubu/}
perform all such Services in the manner and according to the standards observed by uozutpeteut
practitioner ofthe same profession io which Design 9rnteominuo| is engaged. All products of
whatsoever nature which Design Professional delivers to City pursuant to this Agreement shall
conform tnthe standards of quality normally observed hI o person practicing in Design
Professional's profession. Permits and/or licenses shall he obtained and maintained by Design
Professional without additional compensation throughout the term of this Agreement.
112665 10 80078/0012 v2012-09
D. Documents Stamped. Design Professional shall have documents created
oo part of the Services tohe performed under this Agreement stamped by registered professionals
for the disciplines covered byDesign Professional's Documents as required by Section b735oy
the E|uoiueou and Professionals Code or any other applicable law orregulation. 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. . Design Professional certifies that itin aware of
the provisions of the California Labor Code vvbicb require every employee to be insured mgoivai
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 hcyhrr commencing performance nf this Agreement.
F. Prevailing Wage. Design Professional and Design Professional's ooh-
couuu|1anto, shall, to the extent required bythe California Labor Code, pay not less than the latest
prevailing wage rates toworkers and professionals um determined by the Director nfIndustrial
flc|a1iouo of the State oy California pursuant tn California Labor Code, Pmt 7, Chapter ), 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
hiu aware of and has complied with the provisions of California Labor Code Section 6401.7,
vvbiob requires every employer to adopt unob1on injury and illness prevention program.
H. City Not Responsible. City [s not responsible or liable for Design
Professional's failure to comply with any and all ny the requirements set forth in this Agreement.
15. Nonexclusive Agreement. Design Professional understands that this iu not oo
exclusive /\grunoucnt and that City ubaU 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 nr other information
developed or received hvor for Design Professional in performance ofthis Agreement are
confidential and not 0obc disclosed 0o any person except os authorized hvChv,oarsqubrdhy
/ov/, or as otherwise allowed hy this Agreement.
17. Insurance. Dsmivu Professional shall provide insurance iu accordance with the
rrguironumutm of Exhibit B.
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 xbo1) constitute grounds for termination.
19.
112665 10 80078/0012 v2012-09
A. [f 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, ouotedu!s or
services, or fails in any respect to properly and diligently prosecute its Services, or otherwise
fails toperform fully any and all of the ug;eenuon1u herein contained, Design Professional ubuU
briodefault.
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
oon1eda)o (in paper and electronic form) prepared or used hy Design Professional and (l) 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 tnproceed
with this Agreement.
C. In the event City elects to terminate, City shall have the right to icucnodiu1e
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
xusm of such default termination, Design Professional shall not he entitled tn receive any further
payment under this Agreement uud| the Services are completely finished.
D. In addition to the foregoing right to tomuiuu1e for default, City reserves the
absolute right to terminate this Agreement without cause, upon 72-bouro' 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 eofollows: (l) Payment for Services then satisfactorily completed and accepted hy
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 tothe 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 nr damages iu the event nf such termination and payment. lu 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 hv City for default and diulater
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 19.13.
20. Suspension. The City shall have the authority to suspend this Agreement and the
services contemplated herein, wholly orhmpart, for such period om he/she deems necessary due to
unfavorable conditions or to the failure on the part of the Design Professional to perform any
provision of this Agreement. Design Professional will be paid for satisfactory Services
performed through the date of temporary suspension. In the event that Design Professional's
11266510 80078/0012 v2012-09
services hereunder are delayed for operiod in excess of six (@ months due to causes beyond
Design Professional's reasonable control, Design Professional's compensation shall be subject to
renegotiation.
22. Entir ARreement and Amendment. This Agreement constitutes the complete and
exclusive statement ufthe agreement between City and Design Professional and supersedes any
previous agreements, whether verbal m 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 ns though it was u product ofo
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 io litigation arising out nfthis
Agreement or the performance thereof, the court in such litigation shall award reasonable costs
and expenses, including attorneys' fees, to the prevailing party. In awarding attorneys' fees, the
court will not be bound by any court fee schedule, but shall, if it is in the interest of justice to do
so, award the tbU amount ofcosts, expenses, and attorneys' fees paid or incurred in good faith.
24. Time of the Essence. Time isofthe essence o[this
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 orsent by prepaid, first class mail. Any such notice,
ducuuud, etc. sboD be addressed to the other party at the oddn:oo set {h/ib bereiubelovv. Either
party may change its address by notifying the other party of the change of address. Notice shall
ho deemed communicated vvidbiu 48 hours from the time of mailing if mailed us provided iuthis
section.
If to City: City Manager
City mFRobuert Park -City Hall
(30AvcuouAvenue
Rohnert Park, CA 94928
lfioDesign Professional: Data Instincts
239 Windsor River Road
Windsor, CA 95492
Attn: Mark MiDau
__ 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, nr for any longer period required by law, from the date of final payment to
Design Professional.
BE
11266510 80078/0012 v2012-09
D. Design Professional shall maintain all documents and records which
demonstrate performance under this Agreement for uminimum period of three (3) years, or for
any longer period required hv /mmv, from the date oytermination or completion nf this Agreement.
C. Any records or documents required to be maintained pursuant to this
Agreement shall bcmade evoi)uh)c for inspection or audit, a1 any time during regular business
hours, upon written request by the City Attorney, City Auditor, City Manager, or a designated
representative nf any nf these officers. Copies of such documents shall he provided to City for
inspection when dia practical tndn so. Qtbmmvioe, oulcmu an alternative is mutually agreed
upon, the records mboU be nvndob!e at Design Professional's address indicated for receipt of
notices iu this Agreement.
D. City may, 6v 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 hc granted to any party
authorized by Design Professional, Design Professional's representatives, or Design
Professional's successor-in-interest.
E Pursuant b> California Government Code Section )0527, the parties 0othis
Agreement shall hesubject to the examination and audit of representative o[ the Auditor General
of the State of California for uysriod 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 ioon 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 nr
applicant for employment because of race, age, sex, creed, color, sexual orientation, ouuzitul
y<o1um 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 odcn1o1inu, cuozitul m1u1ua or national origin. Such action obu|l include, but abaU not be
limited to, the following: employment, upgrading, demotion or transfer; recruitment or
recruitment advertising; lay-offs or termination; rates n[ pay nr other forms o{compensation; and
oo}ccdoo for training, including apprenticeship. [>oaigu Professional further agrees to post in
conspicuous places, available to eouy|nycco and applicants for employment, oodccx setting forth
the provisions nf this nondiscrimination clause.
28. Unauthorized Aliens. Design Professional hereby promises and agrees tocomply
with all the provisions of the Federal )nuouigro1inn and Nationality Act, 8 T].S.C.A. 8 )iOl` 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 hy 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 byCity.
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11266510 80078m012v2012-09
29. Section HeLdings. The headings of the several sections, and any table o[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 m reserved io City is
intended to be exclusive of any other remedy m remedies, and each and every such remedy, to
the extent permitted by law, shall br cumulative and iu addition to any other remedy given
hereunder nr now o/ hereafter existing ot law orin equity orotherwise.
32. Severability. l[ any one or more of the provisions contained herein abuU for any
»ouono he held to he invalid, illegal or unenforceable in any respect, 1beu such provision or
provisions shall bs deemed severable from the remaining provisions hereof, and such invalidity,
illegality ocuuoufhrctahili1y mbuU not affect any other provision hereof, and this /l8,eccucrt shall
he construed umifancbiuvu|id,iUegaloruueofbrosub)oyrnvimionbadno1heeu000tuiucdhorciu.
33. No Waiver Of Default. No delay ncomission of City 0m exercise any right or
power arising upon the occurrence of any event nf default shall impair any such right nc power nr
shall be construed to be a waiver of any such default of an acquiescence therein; and every
power and remedy given hy this Agreement tn City shall bc exercised from time tn time and ao
often as may he deemed expedient iothe ao1c discretion nfCity.
34. Successors And Assigns. All representations, covenants and warranties set forth
in this Agreement, by or on behalf of, or for the benefit of any or all of the parties hereto, shall be
binding upon and inure to the benefit of such party, its successors and assigns.
35. Exhibits. The following exhibits are attached to this Agreement and incorporated
herein by this reference:
A. Exhibit A: Scope nf Work, Schedule and Compensation
B. Exhibit B: lomoruooe Requirements toDesign Professional Services
Agreement
36. Execution. This Agreement may bc executed iu several counterparts, each of
vvbiob shall constitute one and the same instrument and shall become binding upon the parties
when ut least one copy hereof shall have been signed b» both parties hereto. lu approving this
Agreement, it shall not be necessary to produce or account for more than one such counterpart.
37. All Design Professional and mhconsuban1news
releases, media interviews, testimony at hearings and public comment shall bo prohibited unless
expressly authorized by the City.
38. Venue. In the event that suit shall hr brought hv either party hereunder, the
parties agree that trial of such action shall bu held exclusively ino state court in the County oy
Sonoma, California.
112*6510 80078N012v2012-09
39. Authority. All parties to this Agreement warrant and represent that they have the
power and authority to enter into this Agreement in the names, titles, and capacities herein stated
and on behalf of any entities, persons, or firms represented or purported to be represented by
such entity(ics), person(s), or 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
not have breached the terms or conditions of any other contract or agreement to which Design
Professional is obligated, which breach would have a material effect hereon.
IN WITNESS WHEREOF, the City and Design Professional have executed this
Agreement as of the date first above written.
.0
City Manager
Date:
Per Resolution No. 20 --adopted by the Rohnert Park
City Council at its meeting of March 10, 2015.
ATTEST:
By_ . ............ ..... ........ . ......
City Clerk
APPROVED AS TO FORM:
By: --------
City Attorney
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1126651v3 90078/0012 v2012-09
11
m
1126651x3 80078/0012 v2012 -09
February 12, 2015
Public outreach io support mf the City of Rohnert Park Sewer Line Extension Project
Data Instincts, the Consultant, (DI) in coordination with CBD\vvU) assist and provide guidance to
the City of Rohnert Park (City) with public outreach services in response to upcoming construction
associated with the City oyBVhnu/t Park Sewer Line Extension. Activities and materials produced will
assist in being proactive and responsive to stakeholders, residents, businesses, schools, local
commuters and the media. Areliable communications system can be vital to zprnject'a successful
completion.
/\ strong public information program will provide the following:
• Ensure the community is well informed throughout implementation of the project.
• Facilitate and encourage the project team's receptiveness and timely response to community
concerns that may arise during construction. Guide project team in integrating and assimilating
responsive efforts and actions.
° Provide timely information to community members about the upcoming construction process
of the distribution system. Describe sequence of construction, how traffic impacts will be managed,
and how they can be kept informed during the process.
° Establish the City as a reliable and credible source of project information.
Task - Review and evaluate affected project area, develop outreach approach and make
recommendations tm City staff
Gather input from various potentially affected businesses and residents in the construction area to
shape best informational approach to meet the needs of these constituents. Utilize interviews, small
information gathering sessions, and one-on-one discussions. Acquire business curds and
appropriate contact information of affected residents and/or businesses to develop email broadcast
system mentioned in Task 2. These efforts will gain insight into concerns and needs, text
approaches, and provide a higher degree of understanding of sensitivities. Recommended
approaches will be conveyed to City staff and the selected contractor.
Task 2 - Develop and create public outreach materials and notification systems.
Provide design and support for production of outreach materials in various formats. With input
from staff, develop and create public outreach materials. Provide services for production
coordination, creative direction, copywriting, preparation of maps, presentation materials and
handouts for informing business and residents of upcoming construction activities.
These may involve a variety of media, including but not limited to the following:
• Postcards /Fliers /Handouts
• Brochure
• Fact Sheets
• Frequently Asked Questions (FAQ's)
• Adaptable Web Pages
• Utility Bill Inserts
• Email Broadcasts
• Social Media (Facebook, Twitter, etc.)
• Speakers Bureau /Presentations
Establish an email broadcast notification system
Manage permission -based email broadcast and distribution of messages as needed. All outreach
materials will include the option to request to be included in the email notification system.
Periodic emails will be distributed to notify and keep residents, businesses and local media
informed of construction activities. Names and email addresses do not appear in broadcasts in
respect to privacy.
Establish a construction hotline number to address construction questions and concerns.
During construction, DI will establish and maintain a project hot -line phone number that may be
called if questions or complaints about construction impacts arise. The number will be included in
notices given to affected persons during construction. Complaints will be logged and calls routed to
appropriate project members; City Staff, Contractor, Construction Manager or Resident Engineer.
Update Web Site Project Information
DI will maintain comprehensive Web content covering construction impacts from the Rohnert Park
Sewer Line Extension. This content will utilize existing pages of the City's web site at:
http : / /www.ci.rohnert- park.ca.us /. This content will be developed specifically to keep residents,
commuters, and businesses informed about potential impacts in their area, establishing a one -stop
resource for construction - related information. Web pages are a convenient way for citizens and
businesses to view all relevant notices and schedules and maps in a timely and responsive manner
that meets community expectations for information about construction activities. The website URL
address shall be included in all notices sent to affected residents and businesses.
Task 3 - Implement outreach program throughout construction period
In particular, the Consultant (DI) shall:
0 Distribute outreach materials developed ioTusk2.
• Respond to inquiries received via hot line calls, emails and mail.
• Assist the City in contacting and communicating with affected businesses and residents who
express concerns, usneeded.
a Assist the City with media relations zo may beneeded.
0 Support project team efforts for information for troubleshooting or
solving challenges that may arise during construction.
w MzozQe incoming telephone inquiries from potential customers, key stakeholders and
special interest groups oy the project areas.
m Manage permission-based email broadcast customer and community group lists and
distribution of messages asneeded.
m Work with the City staff to maintain and provide support for project related Web page
content development as needed.
• Manage consistent graphic look and feel nf all City outreach materials.
• Coordinate any printing and mailing services consistent with City's practices for securing
printing and mail services, Costs for printing and postage of outreach materials are not
included. Providers o[ any such services shall be paid directly bv the City.
Task 4-Attend Project Construction Meetings.
D{ will attend Project Construction Meetings and as deemed necessary to stay current with project
information. Other Project Management tasks may be included as need arises. Dl will attend
meetings, consultations and conferences related to public information and notification outreach
ouatehz\x. Includes meetings and conferences with City staff, public officials, and team members,
members of the media, potentially impacted individuals and interest groups.
Estimate for Tasks 1-4: If determined necessary; time and materials, not to exceed $36,000
through the contract period of April through September 2015. VVoch will be billed on u time and
materials basis in accordance with the following rate schedule.
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RATES FOR SERVICES
As of January 2015
Principal — Mark Millan
$195
Associate — Robin Gordon
$165
Associate — Lisa Brew- Miller
$165
Graphics — Web /PowerPoint — Keith Smith
$120
Graphics — Alicia Deguchi
$100
Print Media Coordination
$100
Web Traffic Mgmt/Database Mgmt
$95
Clerical Support
$75
Copies $0.10 per page
Postage at cost
Overnight mail at cost
Mileage business travel $0.57 per mile (at Fed rate)
Lodging at cost
For communications pieces that are to be professionally printed, Data Instincts will provide materials in the appropriate format;
recommend printing services; and interact with and deliver materials to print vendors. However, it is our policy that the client pays directly
for such services as printing, list rentals, mail processing fees, postage and media related expenses. Focus groups, In -depth Interviews,
and Telephone Surveys will be billed separately with estimates provided in advance.
Multi- or bi- lingual translations, as needed, for handouts /brochures and other information sources will be extra. Consultant will utilize local
or client resources whenever possible for these purposes.
Data Instincts bills for actual work performed on a monthly basis, and shall supply summary reports delineating each task, the budgeted
amount, amount expended in the billing period, and cumulative expended totals.
Data Instincts carries over a $1,000,000 in General Liability with The Hartford insurance company. Representation is with Cook,
Disharoon & Greathouse of Oakland, California. Policy number is 57DBALD2227. A certificate verifying insurance shall be submitted
when required.
Tax ID number is 90- 0005625.
EXHIBIT B
Insurance Requirements to Agreement for Design Professional Services
Re: Public Information and Outreach Services
Design Professional shall, at all times it is performing services under this Agreement, provide
and maintain insurance in the following types and with limits in conformance with the
requirements set forth below. Design Professional will use existing coverage to comply with
these requirements. If that existing coverage does not meet the requirements set forth here,
Design Professional agrees to amend, supplement or endorse the existing coverage to do so.
Design Professional acknowledges that the insurance coverage and policy limits set forth in this
section constitute the minimum amount of coverage required. Any insurance proceeds available
to Design Professional in excess of the limits and coverage required in this agreement and that is
applicable to a given loss will be available to City.
1. Commercial General Liability Insurance, occurrence form, using Insurance
Services Office ( "ISO ") "Commercial General Liability" policy form CG 00 01 or an approved
equivalent. Defense costs must be paid in addition to limits. There shall be no cross liability
exclusion for claims or suits by one insured against another. Limits are subject to review, but in
no event shall be less than $2,000,000 (Two Million Dollars) each occurrence;
2. Business Auto Coverage on ISO Business Automobile Coverage form CA 00 01
including symbol I (Any Auto) or an approved equivalent. Limits are subject to review, but in
no event shall be less than $2,000,000 (Two Million Dollars) each occurrence. If Design
Professional or its employees will use personal autos in any way in connection with performance
of the Services, Design Professional shall provide evidence of personal auto liability coverage
for each such person.
3. Workers Compensation on a state - approved policy form providing statutory
benefits as required by law with employers liability insurance, with minimum limits of
$1,000,000 (One Million Dollars) per occurrence.
4. Excess or Umbrella Liability Insurance (Over Primary) if used to meet limit
requirements shall provide coverage at least as broad as specified for the underlying coverages.
Any such coverage provided under an umbrella liability policy shall include a drop down
provision providing primary coverage above a maximum self - insured retention for liability not
covered by primary but covered by the umbrella. Coverage shall be provided on a "pay on
behalf of basis, with defense costs 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.
M
1126651x3 80078/0012
Revised: 10/08/10
5. Professional Liability or Errors and Omissions Insurance as appropriate shall be
written on a policy form coverage specifically designed to protect against acts, errors or
omissions of the Design Professional and "Covered Professional Services" as designated in the
policy must include the type of work performed under this Agreement. The policy limit shall be
no less than $2,000,000 (Two Million Dollars) per claim and in the aggregate.
6. Insurance procured pursuant to these requirements shall be written by insurers
that are authorized to transact the relevant type of insurance business in the State of California
and with an A.M. Bests rating of A- or better and a minimum financial size VII.
7. General conditions pertaining to provision of insurance coverage by Design
Professional. Design Professional and City agree to the following with respect to insurance
provided by Design Professional:
A. Design Professional agrees to have its insurer endorse the third party
general liability coverage required herein to include as additional insureds the City, its officers,
elected officials, employees, agents, and volunteers, using standard ISO endorsement No. CG
2010 with an edition prior to 1992, or an equivalent. Design Professional also agrees to require
all contractors, and subcontractors to do likewise.
B. No liability insurance coverage provided to comply with this Agreement,
except the Business Auto Coverage policy, shall prohibit Design Professional, or Design
Professional's employees, or agents, from waiving the right of subrogation prior to a loss.
Design Professional agrees to waive subrogation rights against City regardless of the
applicability of any insurance proceeds, and to require all contractors and subcontractors to do
likewise.
C. All insurance coverage and limits provided by Design Professional and
available or applicable to this Agreement are intended to apply to the full extent of the policies.
Nothing contained in this Agreement or any other agreement relating to the City or its operations
limits the application of such insurance coverage.
D. None of the coverages required herein will be in compliance with these
requirements if they include any limiting endorsement of any kind that has not been first
submitted to City and approved of in writing.
E. No liability policy shall contain any provision or definition that would
serve to eliminate so- called "third party action over" claims, including any exclusion for bodily
injury to an employee of the insured or of any contractor or subcontractor.
F. All coverage types and limits required are subject to approval,
modification and additional requirements by the City, as the need arises, and City shall be
responsible for the cost of any additional insurance required. Design Professional shall not make
any reductions in scope of coverage (e.g. elimination of contractual liability or reduction of
discovery period) that may affect City's protection without City's prior written consent.
in
112..66510 80078/0012 v2.012 -09
G. Proof of compliance with these insurance requirements, consisting of
certificates of insurance evidencing all of the coverages required and an additional insured
endorsement to Design Professional's general liability policy, shall be delivered to City at or
prior to the execution of this Agreement. In the event such proof of any insurance is not
delivered as required, or in the event such insurance is canceled at any time and no replacement
coverage is provided, City may terminate this agreement in accordance with Section 19 of the
Agreement.
H. Certificate(s) are to reflect that the insurer will provide 30 days notice to
City of any cancellation of coverage. Design Professional agrees to require its insurer to modify
such certificates to delete any exculpatory wording stating that failure of the insurer to mail
written notice of cancellation imposes no obligation, or that any party will "endeavor" (as
opposed to being required) to comply with the requirements of the certificate.
1. 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.
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11266510 80078/0012 v2012 -09
M. For purposes of applying insurance coverage only, this Agreement will be
deemed to have been executed immediately upon any party hereto taking any steps that can be
deemed to be in furtherance o[ortowards performance of this Agreement.
N. Design Professional acknowledges and agrees that any actual nralleged
failure oothe part nf City to inform Design Professional nf 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.
(). Design Professional will endeavor 1n renew the required coverages for o
nuinioounn of three years fb||nvving completion of the 0orviuou or termination of this aArocnueot
and, if Design Professional in unable to do so, Design Professional will notify City at least thirty
days prior tn the cancellation oc expiration o{ the policy orpolicies.
P. Design Professional shall provide proof that policies ofinsurance required
herein expiring during the term of this Agreement have been renewed or replaced with other
policies providing mi least the same coverage. Proof that such coverage has been ordered shall hc
submitted prior io expiration. /\ coverage binder ur letter from Design Professional's insurance
agent to this effect is acceptable. /\certificate of insurance and/or additional insured
codomenucu\ay required iu these apecifiootioumapplicable to the renewing or new coverage must
bo provided to City within five days n[ the expiration of the coverages.
Q. The provisions of any workers' uonuponou1ino or oioui|oz act will not limit
the obligations of Design 9ro6:yoioua/ under this agreement. Design Professional expressly
agrees that any statutory immunity defenses under such laws do not apply with respect to City,
its nfUooro` c|ouied officials, employees, agents, and volunteers.
R. Requirements nf specific coverage features or limits contained inthis
section are not intended as limitations on coverage, limits or other requirements nor au ovvuiver
nf any coverage normally provided hy any given policy. Specific reference too given coverage
feature is for purposes of clarification only as it pertains to ugivco i0000, and is not intended by
any party orinsured to be limiting ora|l-iuc|nmive.
S. These iuyurnuuo requirements are intended 1ohe 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 o[ 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
oo account nf insurance coverage required hv this agreement. Any such provisions are 1oho
deleted with reference to City. U is not the intent of City io reimburse any third party for the unut
WA
112665 10 80078/0012 v201209
:tf complying with these requirements. There shall be no recourse against City for payment of
f��remiums or other amounts with respect thereto.
V. Design Professional agrees to provide immediate notice to City ?� an4
claim or loss against Design Professional arising out of the work performed under this
Y,greement. City assumes no obligation or liability by such notice, but has the right (but not A
duty) to monitor the handling of any such claim or claims if they are likely to involve City. I
MI.
11266510 80078/0012 v2012-09