2017/09/12 City Council Resolution 2017-113RESOLUTION NO. 2017-113
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ROHNERT PARK
AUTHORIZING THE CITY MANAGER TO EXECUTE A MASTER SERVICE
AGREEMENT AND TASK ORDER 2017-01 WITH M -GROUP AND RELATED
ACTIONS
WHEREAS; the City desires assistance from municipal planning, environmental and
urban design firms, and specialty consulting firms; and
WHEREAS; staff hires consultants to supplement staffing, to provide replacement
staffing, and to provide knowledge in areas where the staff requires additional expertise; and
WHEREAS, there is a need to call on outside consultants to assist in various private and
public development projects for planning, environmental, and urban design and other services as
needed;and
WHEREAS, M -Group is a qualified local consultant providing a wide range of urban
and environmental planning and staff augmentation services, which will support the City's work;
and
WHEREAS, the fee schedule for the City's Development Services Department provides
for full recovery of costs, including consultant support costs, from benefitting development
interests.
NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Rohnert
Park that the Master Services Agreement, included as Attachment A, and Task Order 2017-01,
included as Attachment B, are approved, subject to minor revisions by the City Manager or City
Attorney.
BE IT FURTHER RESOLVED that the City Manager is hereby authorized to execute
the Master Agreement and M -Group Task Order 2017-01 between M -Group, a California
consulting firm, and the City of Rohnert Park, a municipal corporation, for various private and
public development projects for planning, environmental, urban design, and other services as
needed.
BE IT FURTHER RESOLVED that upon receipt of developer reimbursements, the
Finance Director is authorized to make appropriations and increase budgeted revenue as
necessary to cover the costs of the Master Agreement and Task Order 2017-01.
DULY AND REGULARLY ADOPTED this 12th day of September, 2017.
CITY OF ROHNERT PARK
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ti Jake M • kenr ie, Mayor
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ATTFIST;
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6 -Anne M. Buergler, City Cler
ttachments: Attachment A and Attachment B
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AYES: NOES: ( 0) ABSENT: I ABSTAIN:
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Attachment A to Resolution
MASTER AGREEMENT FOR CONSULTANT SERVICES
This MASTER AGREEMENT FOR CONSULTANT SERVICES ("Agreement") is
entered into as of the 12th day of September, 2017, by and between the City of Rohnert Park
("City"), a California municipal corporation, and M -Group ("Consultant"), a California
Corporation, with reference to the following facts, understandings and intentions.
Recitals
WHEREAS, City desires to obtain general city planning services; and
WHEREAS, Consultant hereby warrants to City that Consultant is skilled and able to
provide such services described in Section 3 of this Agreement; and
WHEREAS, City desires to retain Consultant pursuant to this Agreement to provide the
services described in Section 3 of this Agreement, subject to the terms and conditions of this
Agreement.
Agreement
NOW, THEREFORE, in consideration of their mutual covenants, the parties hereto agree
as follows:
1. Incorporation of Recitals. The recitals and all defined terms set forth above are
hereby incorporated into this Agreement as if set forth herein in full.
2. Prosect Coordination. Authorized representatives shall represent City and
Consultant in all matters pertaining to this Agreement.
A. City. The City Manager or his/her designee shall represent City for
all purposes under this Agreement, except where approval for the City is specifically required by
the City Council. The Planning Manager is hereby designated as the project manager ("Project
Manager"). The Project Manager shall supervise the progress and execution of this Agreement.
B. Consultant. The Consultant shall assign Heather Hines, Principal to
have overall responsibility for the progress and execution of this Agreement for Consultant.
Scope and Performance ol'Services
A. Scope of Services. Subject to such policy direction and approvals
as City may determine from time to time, Consultant shall perform the type of services generally
set out in the Scope of Work attached hereto as Exhibit A and incorporated herein by reference.
Consultant shall be assigned to provide particular services pursuant to the requirements of a task
order that has been issued in conformance with the City's Purchasing Policy ("Task Order")
executed by Consultant and City.
B. Time of Performance. The services of Consultant are to commence
upon receipt of a written notice to proceed from City, but in no event prior to receiving a fully
1
executed agreement from City and obtaining and delivering the required insurance coverage, and
satisfactory evidence thereof, to City. Consultant shall perform its services in accordance with the
schedule attached to the Task Order. Any changes to these dates in either this Section 3 or the
Task Order shall be approved in writing by the Project Manager.
C. Standard of Quality. City relies upon the professional ability of
Consultant as a material inducement to entering into this Agreement. All work performed by
Consultant under this Agreement shall be performed l) with due diligence, using its best efforts to
perform and coordinate all activities in a timely manner; 2) in accordance with all applicable legal
requirements; and 3) with the standard of quality ordinarily to be expected of competent
professionals in Consultant's field of expertise. Consultant shall correct, at its own expense, all
errors made in the provision of services under this Agreement. In the event that Consultant fail to
make such correction in a timely manner, City may make the correction and charge the cost thereof
to Consultant.
4. Compensation and Method of Payment.
A. Compensation. The compensation to be paid to Consultant,
including both payment for professional services and reimbursable expenses, shall: (1) for
services provided directly under this Agreement be at the rate and schedules more particularly
described in Exhibit B, attached hereto and incorporated by this reference, or (2) for services
authorized by Task Orders, be at the rate and schedules specified by said Task Order. However,
in no event shall the arnount City pays to Consultant for services provided directly under this
Agreement exceed fifteen thousand dollars ($15,000.00); nor shall the amount City pays to
Consultant for work done by Task Order exceed the total compensation specified by the Task
Order. Whether working under this Master Agreement or a Task Order, the services of the
Consultant shall not commence without a written notice to proceed from the City. City's
obligation to pay compensation to Consultant as provided herein is contingent upon Consultant's
compliance with the terms and conditions of this Agreement and any amendments thereto.
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. City shall pay Consultant as
compensation in full for such services and expenses for the different elements of the scope of
work as follows:
B. Timing of Payment.
(1) Consultant shall submit itemized monthly statements for work
performed. All statements shall include adequate documentation
demonstrating work performed during the billing period and shall
conform to Federal Funding invoicing requirements, if applicable.
Except as otherwise provided herein, City shall make payment, in
full, within thirty (30) days after approval of the invoice by City.
(2) Payments due and payable to Consultant 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 Consultant
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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. Consultant will not undertake any work
that will incur costs in excess of the amount set forth in Section 4(A) of this Agreement without
prior written amendment to this Agreement. City shall have the right to amend the Scope of Work
within the Agreement by written notification to the Consultant. In such event, the compensation
and time of performance shall be subject to renegotiation upon written demand of either party to
the Agreement. Consultant shall not commence any work exceeding the Scope of Work without
prior written authorization from the City. Failure of the Consultant 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.
D. Taxes. Consultant 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 Consultant.
E. No Overtime or Premium Pay. Consultant 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. Consultant shall not receive a premium or enhanced pay for work performed on a
recognized holiday. Consultant 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.
F. Litigation Support. Consultant agrees to testify at City's request if
litigation is brought against City in connection with Consultant's work product. Unless the action
is brought by Consultant or is based upon Consultant's negligence, City will compensate
Consultant for the preparation and the testimony at Consultant's standard hourly rates, if requested
by City and not part of the litigation brought by City against Consultant.
5. Term. The term of this Agreement shall commence on the date of its execution by
both parties and shall continue in full force and effect until June 30, 2019, unless earlier terminated
in accordance with this Agreement. Notwithstanding the foregoing, this Agreement may be
extended for successive one-year term(s) upon mutual, written approval by the City Manager or
his/her designee and Consultant. Work authorized by a separate Task Order as contemplated by
this Agreement shall be performed in accordance with the schedule set forth in the Task Order.
6. Inspection. Consultant shall furnish City with every reasonable opportunity for
City to ascertain that the services of Consultant are being performed in accordance with the
requirements and intentions of this Agreement. All work done and all materials furnished, if any,
shall be subject to the Project Manager's inspection and approval. The inspection of such work
shall not relieve Consultant of any of its obligations to fulfill the Agreement as prescribed.
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7. Ownership of Documents. Title, including the copyright and all intellectual
property rights, to all plans, specifications, maps, estimates, reports, manuscripts, drawings,
descriptions, designs, data, photographs, reports and any other final work products compiled,
prepared or obtained by the Consultant under the Agreement shall be vested in City, none of which
shall be used in any manner whatsoever, by any person, firm, corporation, or agency without the
expressed written consent of the City. Consultant shall assume no responsibility for the unintended
use by others of such final work products which are not related to the scope of the services
described under this Agreement. Basic survey notes and sketches, charts, computations, and other
data prepared or obtained under the Agreement shall be made available, upon request, to City
without restriction or limitations on their use. Consultant may retain copies of the above-described
information but agrees not to disclose or discuss any information gathered, discussed or generated
in any way through this Agreement without the written permission of City during the term of this
Agreement, unless required by law.
8. Em to tient of Other Consultants Specialists or Ex erts. Consultant 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.
9. Conflict of Interest.
A. Consultant covenants and represents that neither it, nor any officer
or principal of its firm, has, or shall acquire any investment, income, business entity, interest in
real property, or other interest, directly or indirectly, which would conflict in any manner with the
interests of City, hinder Consultant's performance of services under this Agreement, or be affected
in any manner or degree by performance of Consultant's services hereunder. Consultant further
covenants that in the performance of the Agreement, no person having any such interest shall be
employed by it as an officer, employee, agent, or subcontractor without the express written consent
of the City. Consultant agrees at all times to avoid conflicts of interest, or the appearance of any
conflicts of interest, with the interests of the City in the performance of the Agreement.
(1) Consultant is not a designated employee within the meaning of the
Political Reform Act because Consultant:
(2) will conduct research and arrive at conclusions with respect to its
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
(3) possesses no authority with respect to any City decision beyond the
rendition of information, advice, recommendation, or counsel.
(2 Cal. Code Regs. § 18700(a)(2).)
10. Liability of Members and Employees of City. No member of the City and no other
officer, elected official, employee or agent of the City shall be personally liable to Consultant or
otherwise in the event of any default or breach of the City, or for any amount which may become
due to Consultant or any successor in interest, or for any obligations directly or indirectly incurred
under the terms of this Agreement. The City has no liability or responsibility for any accident, loss,
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or damage to any work performed under this Agreement whether prior to its completion or
acceptance or otherwise.
11. Indemnity.
A. Indemnification. To the fullest extent permitted by law, Consultant
shall, at its own expense, indemnify, protect, defend (by counsel reasonably satisfactory to the
City) and hold harmless City and any and all of its officers, officials, employees, agents and
volunteers ("Indemnified Parties") from and against any and all liability (including liability for
claims, demands, damages, obligations, suits, actions, arbitration proceedings, administrative
proceedings, regulatory proceedings, losses, expenses or costs of any kind, whether actual, alleged
or threatened, including attorneys fees and costs, court costs, interest, defense costs and expert
witness fees) of any nature ("Liability"), whether actual, alleged or threatened, which arise out of,
pertain to, or relate to the performance or failure to comply with this Agreement, regardless of any
fault or alleged fault of the Indemnified Parties.
For design professionals (as that term is defined by statute) acting within the scope of their
professional capacity, to the fullest extent permitted by law, Consultant shall, at its own expense,
indemnify, protect, defend (by counsel reasonably satisfactory to the City) and hold harmless any
Indemnified Parties from and against any and all Liability, whether actual, alleged or threatened,
which arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the
Consultant, or as may be provided by statute in Civil Code § 2782.8, as may be amended from
time to time.
The only exception to Consultant's responsibility to indemnify, protect, defend, and hold harmless
the Indemnified Parties from Liability is due to the active negligence or willful misconduct of City
or its elective or appointive boards, officers, agents and employees.
B. Scope of Obligation. Consultant's duty to indemnify, protect,
defend and hold harmless as set forth in this Section 11 shall include the duty to defend (by counsel
reasonably satisfactory to the City) as set forth in California Civil Code § 2778. This
indemnification obligation is not limited in any way by any limitation on the amount or type of
damages or compensation payable by or for Consultant under worker's compensation, disability
or other employee benefit acts or the terms, applicability or limitations of any insurance held or
provided by Consultant and shall continue to bind the parties after termination/completion of this
agreement. This indemnification shall be regardless of and not in any way limited by the insurance
requirements of this contract. This indemnification is for the full period of time allowed by law
and shall survive the termination of this agreement. Consultant waives any and all rights to express
or implied indemnity against the Indemnified Parties concerning any Liability of the Consultant
arising out of or in connection with the Agreement or Consultant's failure to comply with any of
the terms of this Agreement.
Consultant's duty to indemnify, protect, defend and hold harmless as set forth in this Section 11
shall not be excused because of the Consultant's inability to evaluate Liability, or because the
Consultant evaluates Liability and determines that the Consultant is not or may not be liable. The
Consultant must respond within thirty (30) calendar days to any tender by the City, unless the time
for responding has been extended by an authorized representative of the City in writing. If the
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Consultant fails to timely accept such tender, in addition to any other remedies authorized by law,
as much of the money due or that may become due to the Consultant under this Agreement as shall
reasonably be considered necessary by the City may be retained by the City until disposition has
been made of the matter subject to tender, or until the Consultant accepts the tender, whichever
occurs first. Consultant agrees to fully reimburse all costs, including but not limited to attorney's
fees and costs and fees of litigation incurred by the City in responding to matters prior to
Consultant's acceptance of the tender.
12. Independent. Contractor. It is expressly agreed that Consultant, in the performance
of the work and services agreed to be performed by Consultant, shall act as and be an independent
contractor and not an agent or employee of City and shall have responsibility for and control over
the details and means of providing its services under this Agreement. Consultant shall furnish, at
its own expense, all labor, materials, equipment, tools, transportation and services necessary for
the successful completion of the services under this Agreement. As an independent contractor,
Consultant shall obtain no rights to retirement benefits or other benefits which accrue to City's
employees, and Consultant hereby expressly waives any claim it may have to any such rights.
Consultant, its officers, employees and agents shall not have any power to bind or commit the City
to any decision.
13. Compliance with Laws.
A. General. Consultant shall use the standard of care in its profession
to comply with all applicable federal, state, and local laws, codes, ordinances, and regulations.
Consultant represents and warrants to City that it has and shall, at its sole cost and expense, keep
in effect or obtain at all times during the term of this Agreement any licenses, permits, insurance
and approvals which are legally required for Consultant to practice its profession. City is not
responsible or liable for Consultant's failure to comply with any or all of the requirements
contained in this paragraph or in this Agreement.
B. Workers' Compensation. Consultant 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 Consultant certifies that it will comply with such provisions before
commencing performance of the Agreement and at all times in the performance of the Agreement.
C. Prevailing Wage. Consultant and Consultant's subconsultants (if
any) shall, to the extent required by the California Labor Code, pay not less than the latest
prevailing wage rates to workers and professionals as determined by the Director of Industrial
Relations of the State of California pursuant to California Labor Code, Part 7, Chapter 1, Article 2.
Copies of the applicable wage determination are on file at the City's office of the City Clerk.
D. In i and nd llltness Prevention Program. Consultant certifies that it is
aware of and has complied with the provisions of California Labor Code § 6401.7, which requires
every employer to adopt a written injury and illness prevention program.
E. Business Licenses. Except as otherwise allowed by City in its sole
discretion, Consultant and all subconsultants shall have acquired, at Consultant's expense, a
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business license from the City in accordance with Chapter 5.04 of the Rohnert Park Municipal
Code, prior to City's issuance of an authorization to proceed with the Services. Such license(s)
shall be kept valid throughout the term of this Agreement. City may withhold compensation from
Consultant until such time as Consultant complies with this section.
F. Waiver of Subrogation. Consultant and Consultant's insurance
company agree to waive all rights of subrogation against City, its officers, elected officials,
employees, agents and volunteers for losses paid under Consultant's workers' compensation
insurance policy which arise from the work performed by Consultant for City.
14. Confidential Information. All data, documents, discussions or other information
developed or received by or for Consultant in performance of this Agreement are confidential and
not to be disclosed to any person except as authorized by City, or as required by law.
15. Assignment; Subcontractors; Employees
A. Assignment. Consultant shall not assign, delegate, transfer, or
convey its duties, responsibilities, or interests in this Agreement or any right, title, obligation, or
interest in or to the same or any part thereof without the City's prior written consent, which shall
be in the City's sole discretion. Any assignment without such approval shall be void and, at the
City's option, shall immediately cause this Agreement to terminate.
B. Subcontractors; Employees. Consultant shall be responsible for
employing or engaging all persons necessary to perform the services of Consultant hereunder. No
subcontractor of Consultant shall be recognized by the City as such; rather, all subcontractors are
deemed to be employees of the Consultant, and Consultant agrees to be responsible for their
performance. Consultant shall give its personal attention to the fulfillment of the provisions of
this Agreement by all of its employees and subcontractors, if any, and shall keep the work under
its control. If any employee or subcontractor of Consultant fails or refuses to carry out the
provisions of this Agreement or appears to be incompetent or to act in a disorderly or improper
manner, it shall be discharged immediately from the work under this Agreement on demand of the
Project Manager.
16. Insurance. Without limiting Consultant's indemnification provided herein,
Consultant shall, at its own expense, procure and maintain insurance that complies with the
requirements set forth in Exhibit C to this Agreement, which is attached hereto and incorporated
by reference. Consultant shall upon thirty (30) days' notice comply with any changes in the
amounts and terms of insurance as may be required from time -to -time by City's risk manager.
17. Termination of Agrccnnent, Default.
A. This Agreement and all obligations hereunder may be terminated at
any time, with or without cause, by the City upon five (5) days' written notice to Consultant.
B. If Consultant fails to perform any of its obligations under this
Agreement within the time and in the manner herein provided or otherwise violates any of the
terms of this Agreement, in addition to all other remedies provided by law, City may terminate
this Agreement immediately upon written notice. In such event, Consultant shall be entitled to
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receive as full payment for all services satisfactorily rendered and expenses incurred hereunder,
an amount which bears the same ratio to the total fees specified in the Agreement as the services
satisfactorily rendered hereunder by Consultant bear to the total services otherwise required to be
performed for such total fee; provided, however, that the City shall deduct from such amount the
amount of damages, if any, sustained by City by virtue of the breach of the Agreement by
consultant.
C. In the event this Agreement is terminated by City without cause,
Consultant shall be entitled to any compensation owing to it hereunder up to the time of such
termination, it being understood that any payments are full compensation for services rendered
prior to the time of payment.
D. Upon termination of this Agreement with or without cause,
Consultant shall turn over to the City Manager immediately any and all copies of studies, sketches,
drawings, computations, and other data, whether or not completed, prepared by Consultant or its
subcontractors, if any, or given to Consultant or its subcontractors, if any, in connection with this
Agreement. Such materials shall become the permanent property of the City. Consultant,
however, shall not be liable for the City's use of incomplete materials nor for the City's use of
complete documents if used for other than the project contemplated by this Agreement.
18. Suspension. The City shall have the authority to suspend this Agreement and the
services contemplated herein, wholly or in part, for such period as it deems necessary due to
unfavorable conditions or to the failure on the part of the Consultant to perform any provision of
this Agreement. Consultant will be paid for satisfactory services performed prior to the date of
suspension. During the period of suspension, Consultant shall not receive any payment for
services or expenses incurred by Consultant by reason of such suspension.
19. Merger, Amendment. This Agreement constitutes the complete and exclusive
statement of the agreement between City and Consultant and shall supersede all prior negotiations,
representations, or agreements, either written or oral. This document may be amended only by
written instrument, signed by both the City and Consultant. All provisions of this Agreement are
expressly made conditions.
20. 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.
21. Litigation Casts. If either party becomes involved in litigation arising out of this
Agreement or the performance thereof, the court in such litigation shall award reasonable costs
and expenses, including attorneys' fees, to the prevailing party. In awarding attorneys' fees, the
court will not be bound by any court fee schedule, but shall, if it is in the interest of justice to do
so, award the full amount of costs, expenses, and attorneys' fees paid or incurred in good faith.
22. Time of the Essence. Time is of the essence of this Agreement. Upon receipt of a
written notice from City to proceed with work required by a Task Order, Consultant shall
immediately commence work to perform the services required by that Task Order according to the
time requirements set in the Task Order.
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23. 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 below. Either party may change its
address by notifying the other party of the change of address. Notice shall be deemed
communicated within 72 hours from the time of mailing if mailed as provided in this section.
If to City: City Clerk
City of Rohnert Park - City Hall
130 Avram Avenue
Rohnert Park, CA 94928
If to Consultant; Heather Hines
M -Group
499 Humboldt Street
Santa Rosa, CA 95404
24. Consultant's Books and Records.
A. Consultant 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 and 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.
B. 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 Consultant's address indicated for receipt of notices in this
Agreement.
C. The City may, by written request by any of the above-named
officers, require that custody of the records be given to the City and that the records and documents
be maintained in the City Manager's office.
25. Agreement Binding. The terms, covenants, and conditions of this Agreement shall
apply to, and shall bind, the heirs, successors, executors, administrators, assigns, and
subcontractors of both parties.
26. Equal Employment O ortuni . Consultant is an equal opportunity employer and
agrees to comply with all applicable state and federal regulations governing equal employment
opportunity. Consultant will not discriminate against any employee or applicant for employment
because of race, religion, age, sex, creed, color, sexual orientation, marital status or national origin.
Consultant will take affirmative action to ensure that applicants are treated during such
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employment without regard to race, religion, 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. Consultant further agrees to post in conspicuous places, available to employees
and applicants for employment, notices setting forth the provisions of this nondiscrimination
clause.
27. Non -Exclusive Agreement. This is a non-exclusive agreement. City reserves the
right to provide, and to retain other consultants to provide, services that are the same or similar to
the services described in this Agreement.
28. Noii -Sial it it;atifnl. The City shall not solicit or lobby Consultant staff engaged under
this contract to apply for City employment under the Term of this Agreement and for 12 months
afterwards.
29. City Not Obligated to Third _Parties. The City shall not be obligated or liable for
payment hereunder to any party other than Consultant.
30. Remedies/Waiver. No failure on the part of either party to exercise any term,
covenant, condition, right or remedy hereunder shall operate as a waiver of any other term,
covenant, condition, right or remedy that such party may have hereunder. All remedies permitted
or available under this Agreement, or at law or in equity, are cumulative and alternative. As a
condition precedent to commencing legal action involving a claim or dispute against the City
arising from this Agreement, the Consultant must present a written claim to City in accordance
with the Rohnert Park Municipal Code
31. 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,
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.
32. Exhibits. The following exhibits are attached to this Agreement and incorporated
herein by this reference:
A. Exhibit A: Scope of Work and Schedule of Performance
B. Exhibit B: Compensation
C. Exhibit C: Insurance Requirements
33. 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.
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34. News Releases/Interviews. All Consultant and subconsultant news releases, media
interviews, testimony at hearings and public comment associated with the Consultants work with
the City of Rohnert Park shall be prohibited unless expressly authorized by City.
35. Applicable Law, Venue. This Agreement shall be construed and interpreted
according to California law. In the event that suit shall be brought by either party hereunder, the
parties agree that a trial of such action shall be held exclusively in a state court in the County of
Sonoma, California.
36. Authority. Each individual executing this Agreement on behalf of one of the parties
represents that he or she is duly authorized to sign and deliver the Agreement on behalf of such
party and that this Agreement is binding on such party in accordance with its terms.
37. Statement of Economic interest. If City determines Consultant comes within the
definition of Consultant under the Political Reform Act (Government Code §87100), Consultant
shall complete and file and shall require any other person doing work under this Agreement to
complete and file a "Statement of Economic Interest" with the Clerk of the City of Rohnert Park
disclosing Consultant and/or such other person's financial interests.
IN WITNESS WHEREOF, City and Consultant have executed this Agreement as of the date first
above written.
CITY OF ROHNERT PARK CONSULTANT
City Manager
Date:
Per Resolution No. 2017 -_adopted by the Rohnert
Park City Council at its meeting of September 12, 2017
APPROVED AS TO FORM:
By:
City Attorney
ATTEST:
By:
City Clerk
OAK #4844-6469-8375 003
By:
Title:
Date:
CONSULTANT
By:
Title:
Date:
Attachment A to Resolution
EXHIBIT A SCOPE OF SERVICES
Planning and Environmental Review Services
A. Development Review Planning Services
Consultant will provide contract staffing services to assist the City of Rohnert Park staff
with the project management and entitlement processing tasks for development projects
under review at the City. Service covered under this section is for service that is
reimbursed by private development and applicants under the City's cost recovery
program. Tasks to be performed shall be specifically requested by City before and work
is initiated and may include:
Zraviroramental 1)ac�rrnent 1're crrutic�tt r�r�c111�larrcr cmeni Provide oversight and direction
to project applicants and environmental consultants throughout completion of the
environmental review processes, serving as primary contact between the City, the
applicant and environmental consultant. Review and comment on the environmental
documents on behalf of the Planning Division. Compile all environmental review
comments completed by the various City departments and assist with the
interdepartmental coordination of environmental related comments as needed.
Oversight and management of the environmental document preparation; ensure routing of
submittals to the appropriate departments and agencies; and provide environmental
review status/schedule updates. Ensure departmental files provide a legally -adequate
administrative record. Complete or review environmental documentation to ensure
compliance with CEQA and other state regulations.
2. Aliplication Review and Coordination Assist staff in ongoing processing and management
of the applications; update and organize all project files; review and comment on all project
submittals; and be responsible for scheduling regular meetings on an individual and group
basis between City staff, applicant and other agencies as needed to ensure steady progress
of the application processing. This would include communication and coordination with
each of the City departments and agencies in a manner that will provide consistent
responses and direction to the project applicant.
3. Dez7ery anent A eement Provide support to City staff with Development Agreement
negotiations and completion of draft DAs.
4. StaffRej)orf Preparation Prepare staff reports for Park and Recreation Commission,
Planning Commission and City Council hearing, resolutions, conditions of approval and
findings, as directed by the Development Service Director.
5. Public llc ai-mg Preparation Prepare public presentation materials, including staff reports
and exhibits for the Commission and Council hearings.
6. Annexation Prepare annexation applications and coordinate process through LAFCO.
7. Prje l hyplemcntat-lon Review and provide input on all supporting plans, programs and
actions to ensure that the project is consistent with City policies and environmental
mitigation requirements. Coordinate update of Specific Plan, General Plan Diagram and
Zoning Map to reflect final decision on development projects.
8. Other Work As directed.
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EXHIBIT B FEE SCHEDULE
M -GROUP STAFF HOURLY RATES
Admin Analyst
$60-$80
Planning Tech
$80-$100
Assistant Planner
Assistant Urban Designer
Associate Planner
$100-$125
Associate Urban Designer
Associate Environmental Planner
Historic Preservation S ecialist
Senior Planner
$125 -$145
Senior Urban Designer
Environmental Planner
Project Manager
Principal Planner
$145 -$175
Principal
$175 -$250
Notes: Hourly rates are subject to annual adjustment.
Subconsultants include a 10% administration fee
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Attachment A to Resolution
EXHIBIT C
INSURANCE REQUIREMENTS for Consultant Services Agreement
Prior to the beginning of and throughout the duration of the Work, Consultant will maintain insurance in
conformance with the requirements set forth below. Consultant will use existing coverage to comply with
these requirements. If that existing coverage does not meet the requirements set forth here, Consultant
agrees to amend, supplement or endorse the existing coverage to do so. Consultant 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 City in excess of the limits and coverage required in this
agreement and which is applicable to a given loss, will be available to City.
Consultant shall provide the following types and amounts of insurance:
General Liability Insurance using Insurance Services Office "Commercial General Liability" policy form
CG 00 01 or the exact 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 less than $2,000,000 (Two Million Dollars) per occurrence.
Business Auto Coverage on ISO Business Auto Coverage form CA 0001 including symbol 1 (Any Auto)
or the exact equivalent. Limits are subject to review, but in no event to be less than $2,000,000 (Two Million
Dollars) per accident. If Consultant owns no vehicles, this requirement may be satisfied by a non -owned
auto endorsement to the general liability policy described above. If Consultant or Consultant's employees
will use personal autos in any way on this project, Consultant shall provide evidence of personal auto
liability coverage for each such person.
Workers Compensation on a state -approved policy form providing statutory benefits as required by law
with employer's liability limits no less than $1,000,000 (One Million Dollars) per accident or disease.
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
$25,000 self-insured retention for liability not covered by primary but covered by the umbrella. Coverage
shall be provided on a "pay on behalf' 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 the 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
Consultant, subconsultants or others involved in the Work. 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.
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 consultant and "Covered
Professional Services" as designated in the policy must specifically include 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. The policy must "pay on behalf of the insured and must include a provision establishing the
insurer's duty to defend. The policy retroactive date shall be on or before the effective date of this agreement.
Exhibit C
OAK #4844-6469-8375 003
Insurance procured pursuant to these requirements shall be written by insurers that are admitted carriers
in the state of California and with an A.M. Best's rating of A- or better and a minimum financial size VII.
General conditions pertaining to provision of insurance coverage by Consultant. Consultant and City agree
to the following with respect to insurance provided by Consultant.
1. Consultant 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 20 10 or an approved equivalent. If completed
operations coverage is excluded, the policy must be endorsed to include such coverage. Consultant
also agrees to require all contractors, and subcontractors to do likewise.
2. No liability insurance coverage provided to comply with this Agreement shall prohibit Consultant,
or Consultant's employees, or agents, from waiving the right of subrogation priorto a loss. Consultant
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.
3. The worker's compensation policy is to be endorsed with a waiver of subrogation. The insurance
company, in its endorsement, agrees to waive all rights of subrogation against the City, its officers,
elected officials, employees, agents, and volunteers for losses paid under the terms of this policy
which arise from the work performed by the named insured for the City.
4. All insurance coverage and limits provided by Contractor 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.
5. 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.
6. 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.
7. All coverage types and limits required are subject to approval, modification and additional
requirements by the City, as the need arises. Consultant 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.
8. Proof of compliance with these insurance requirements, consisting of certificates of insurance
evidencing all of the coverages required and an additional insured endorsement to Consultant'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 has the right, but not the duty, to
obtain any insurance it deems necessary to protect its interests under this or any other agreement and
to pay the premium. Any premium so paid by City shall be charged to and promptly paid by
Consultant or deducted from sums due Consultant, at City option.
Exhibit C
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9. Certificate(s) are to reflect that the insurer will provide 30 days notice to City of any cancellation of
coverage. Consultant 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.
10. It is acknowledged by the parties of this agreement that all insurance coverage required to be provided
by Consultant 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.
11. Consultant agrees to ensure that subcontractors, and any other party involved with the project who is
brought onto or involved in the project by Consultant, provide the same minimum insurance coverage
required of Consultant. Consultant 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. Consultant agrees that upon request, all agreements with subcontractors and others engaged
in the project will be submitted to City for review.
12. Consultant 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, Engineer or other entity or person in any way involved in the performance of work on the
project contemplated by this agreement to self -insure its obligations to City. If Consultant'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 Consultant, which may
include reduction or elimination of the deductible or self-insured retention, substitution of other
coverage, or other solutions.
13. 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 Consultant ninety (90) days advance written notice of such
change. If such change results in substantial additional cost to the Consultant, the City will negotiate
additional compensation proportional to the increased benefit to City.
14. 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.
15. Consultant acknowledges and agrees that any actual or alleged failure on the part of City to inform
Consultant 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.
16. Consultant will renew the required coverage annually as long as City, or its employees or agents face
an exposure from operations of any type pursuant to this agreement. This obligation applies whether
or not the agreement is canceled or terminated for any reason. Termination of this obligation is not
effective until City executes a written statement to that effect.
17. Consultant 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 Consultant's insurance agent to this effect is acceptable. A certificate
of insurance and/or additional insured endorsement as required in these specifications applicable to
Exhibit C
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the renewing or new coverage must be provided to City within five days of the expiration of the
coverages.
18. The provisions of any workers' compensation or similar act will not limit the obligations of Consultant
under this agreement. Consultant expressly agrees not to use any statutory immunity defenses under
such laws with respect to City, its officers, elected officials, employees, agents, and volunteers.
19. 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.
20. 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.
21. 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.
22. Consultant agrees to be responsible for ensuring that no contract used by any party involved in any
way with the project reserves the right to charge City or Consultant for the cost of additional 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.
23. Consultant agrees to provide immediate notice to City of any claim or loss against Consultant 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.
Exhibit C
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Attachment A to Resolution
CERTIFICATE OF CONSULTANT
I HEREBY CERTIFY that I am the , and a duly
authorized representative of the firm of
whose address is and that
neither I nor the above firm I here represent has:
a) Employed or retained for a commission, percentage, brokerage, contingent
fee, or other consideration, any firm or person (other than a bona fide
employee working solely for me or the above consultant) to solicit to secure
this Agreement.
b) Agreed, as an express or implied condition for obtaining this contract, to
employ or retain the services of any firm or person in connection with
carrying out the Agreement; or
C) Paid, or agreed to pay, to any firm, organization or person (other than a bona
fide employee working solely for me or the above consultant) any fee,
contribution, donation, or consideration of any kind for, or in connection
with, procuring or carrying out the Agreement;
Except as here expressly stated (if any);
I acknowledge that this certificate is subject to applicable State and Federal laws, both
criminal and civil.
Date
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Signature
Attachment B to Resolution
M —Group TASK ORDER NO. 2017-01
CITY OF ROHNERT PARK
AND
M Group
AUTHORIZATION TO PROVIDE URBAN AND ENVIRONMENTAL PLANNING AND STAFF
AUGMENTATION SERVICES
SECTION 1 — PURPOSE
The purpose of this Task Order is to authorize and direct M -Group to proceed with the work specified
in Section 2 below in accordance with the provisions of the MASTER AGREEMENT between the City
of Rohnert Park ("City") and M -Group ("Consultant") hereto dated September 12, 2017.
SECTION 2 — SCOPE OF WORK
The items authorized by this Task Order are presented in Exhibit "A" - Scope of Services.
SECTION 3 — COMPENSATION AND PAYMENT
Compensation shall be as provided in the MASTER AGREEMENT between the parties hereto referenced
in SECTION 1 above. The total cost for services as set forth in SECTION 2 shall be actual costs (time
and materials) based on Consultants' standard labor charges in accordance with the provisions of the
MASTER AGREEMENT and as shown in Exhibit "B" for an amount not -to -exceed $100,000.
SECTION 4 — TIME OF PERFORMANCE
The work described in SECTION 2 shall be completed by June 30, 2019, or as extended by the City
Manager.
SECTION 5 — ITEMS AND CONDITIONS
All items and conditions contained in the MASTER AGREEMENT for professional services between
City and Consultant are incorporated by reference.
Approved this 121" day of September, 2017.
CITY OF ROHNERT PARK
Darrin Jenkins, City Manager
Per Resolution No. 2 01 7 - adopted by the
Rohnert Park City Council at its meeting of
September 12, 2017.
ATTEST:
JoAnne Buergler, City Clerk
M -Group
(Date) By: Name, Title
APPROVED AS TO FORM
(Date)
Michelle Marchetta Kenyon, City Attorney
Attachment B to Resolution
EXHIBIT A SCOPE OF SERVICES
Planning and Environmental 1'' tei4eky.Seryices
A. Development Review Planning Services
Consultant will provide contract staffing services to assist the City of Rohnert Park staff with the project
management and entitlement processing tasks for development projects under review at the City. Service
covered under this section is for service that is reimbursed by private development and applicants under
the City's cost recovery program. Tasks to be performed shall be specifically requested by City before
and work is initiated and may include:
Envirotunerttal Document Preparation and Alanggetnent. Provide oversight and direction
to project applicants and environmental consultants throughout completion of the
environmental review processes, serving as primary contact between the City, the
applicant and environmental consultant. Review and comment on the environmental
documents on behalf of the Planning Division. Compile all environmental review
comments completed by the various City departments and assist with the
interdepartmental coordination of environmental related comments as needed.
Oversight and management of the environmental document preparation; ensure routing of
submittals to the appropriate departments and agencies; and provide environmental
review status/schedule updates. Ensure departmental files provide a legally -adequate
administrative record. Complete or review environmental documentation to ensure
compliance with CEQA and other state regulations.
2. 21dicatifm Revit-w and Coorclinalio n Assist staff in ongoing processing and management of the
applications; update and organize all project files; review and comment on all project submittals;
and be responsible for scheduling regular meetings on an individual and group basis between City
staff, applicant and other agencies as needed to ensure steady progress of the application
processing. This would include communication and coordination with each of the City departments
and agencies in a manner that will provide consistent responses and direction to the project
applicant.
3. L)(,yehL)pn?ent A reei enf, Provide support to City staff with Development Agreement negotiations
and completion of draft DAs.
4. Stc jLort Preparation Prepare staff reports for Park and Recreation Commission, Planning
Commission and City Council hearing, resolutions, conditions of approval and findings, as
directed by the Development Service Director.
5. Public Hetiring PreWrylion Prepare public presentation materials, including staff reports
and exhibits for the Commission and Council hearings.
6. Annexation Prepare annexation applications and coordinate process through LAFCO.
7. Project InUileinenfgtion Review and provide input on all supporting plans, programs and actions
to ensure that the project is consistent with City policies and environmental mitigation
requirements. Coordinate update of Specific Plan, General Plan Diagram and Zoning Map to
reflect final decision on development projects.
8. Other Work As directed.
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Attachment B to Resolution
1257802v1A 80078/0012
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Attachment B to Resolution
EXHIBIT B FEE SCHEDULE
M -GROUP STAFF HOURLY RATES
Admin Analyst
$60-$80
Planning Tech
$80-$100
Assistant Planner
Assistant Urban Designer
$100-$125
Associate Planner
Associate Urban Designer
Associate Environmental Planner
Historic Preservation Specialist
Senior Planner
$125 -$145
Senior Urban Designer
Environmental Planner
Project Manager
Principal Planner
$145 - $175
Principal
$175 $$250
Notes: Hourly rates are subject to annual adjustment.
Subconsultants include a 10% administration fee
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