2021/10/26 City Council Resolution 2021-125 RESOLUTION NO. 2021-125
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ROHNERT PARK
AUTHORIZING AND APPROVING A MASTER SERVICES AGREEMENT WITH
WEST YOST ASSOCIATES
WHEREAS, the City desires assistance from consulting professional services firms to
supplement staffing and provide specialized expertise in areas where the staff require additional
expertise; and
WHEREAS, the need for assistance from consulting firms often arises on relatively short
notice; and
WHEREAS, the City's Master Services Agreements provide a vehicle for the City to
access outside expertise on relatively short notice by contracting with pre-qualified firms for
specific services at defined rates; and
WHEREAS, in accordance with the City's purchasing policy, staff issued a request for
qualifications, reviewed submittals and recommends contracting with West Yost and Associates
to provide services associated with water resources planning and engineering; and
WHEREAS, specific assignments under the Master Services Agreement will be awarded
consistent with the City's purchasing policy.
NOW,THEREFORE, BE IT RESOLVED that the Council of the City of Rohnert
Park, authorizes and approved the Master Services Agreement with West Yost and Associates.
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 agreement attached hereto
as Exhibit "A," subject to minor modifications by the City Manager or City Attorney.
DULY AND REGULARLY ADOPTED this 26th day of October, 2021.
CITY O ee OH ` RT PARK
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ATTEST:
Elizabeth Machado, Acting City Clerk
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Attachments: Exhibit A—Master Services Agreement with West Yost Associates
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MASTER AGREEMENT FOR CONSULTANT SERVICES
This MASTER AGREEMENT FOR CONSULTANT SERVICES (“Agreement”) is
entered into as of the _____ day of __________ 2021, by and between the City of Rohnert Park
("City"), a California municipal corporation, and West Yost Associates ("Consultant"), a
California Corporation, with reference to the following facts, understandings and intentions.
Recitals
WHEREAS, City desires to obtain the services listed in Exhibit A; 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.Project 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 Development Services Director 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 Andy Rodgers to have
overall responsibility for the progress and execution of this Agreement for Consultant.
3.Scope and Performance of 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.
Exhibit A to Resolution
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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 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 1) 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 amount City pays to Consultant for services provided directly under this
Agreement exceed fifteen thousand dollars (($15,000); nor shall the amount City pays to
Consultant for work done by Task Order exceed the total compensation specified by the Task
Order. 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 December 31, 2026, 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
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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.
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. Employment of Other Consultants, Specialists or Experts. 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 Requirements.
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.
B. Consultant is not a designated employee within the meaning of the
Political Reform Act because Consultant:
(1) will not have the power to make any governmental decision,
including whether to: approve any rates, rules, regulations,
policies, standards, or guidelines of the City or any of its
subdivisions; adopt or enforce any laws; issue, deny, suspend, or
revoke any permit, license, application, certificate, order, or any
similar authorization or entitlement; authorize, modify, or renew
any form of City contract; grant approval to any City contract
specifications on behalf of the City; or grant City approval for any
plans, designs, reports, or similar; and
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(2) will not participate in the making of any governmental decision in
the equivalent of a staff capacity — for the purposes of this
provision, “participating in a governmental decision” including
providing information, an opinion, or a recommendation directly to
any person at the City empowered to make a decision on behalf of
the City without significant intervening substantive review; and
(3) will not perform the same duties for the City that would otherwise
be performed by a staff member required to report under the City’s
conflict of interest code. (2 Cal. Code Regs. § 18700.3.)
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. To the maximum extent permitted by
law, the City shall have no liability or responsibility for any accident, loss, 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
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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 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.
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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. Injury and Illness 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. Unless exempt by law, Consultant and all
subconsultants shall have acquired, at Consultant’s expense, a 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.
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.
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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 Agreement; 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
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
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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 Costs. If either party becomes involved in litigation arising out of this
Agreement or the performance thereof, the court in such litigation shall award reasonable costs
and expenses, including attorneys' fees, to the prevailing party. In awarding attorneys' fees, the
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.
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
Phone: (707) 588-2227
Fax: (707) 792-1876
Email: cityclerk@rpcity.org
If to Consultant: Andy Rodgers
West Yost Associates
2235 Mercury Way Suite 105
Santa Rosa, CA 95407
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
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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 Opportunity. 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 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. City Not Obligated to Third Parties. The City shall not be obligated or liable for
payment hereunder to any party other than Consultant.
29. 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 shall comply with claims
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presentation requirements under the Government Tort Claims Act, California Government Code
Sections 900 et seq. and the Rohnert Park Municipal Code.
30. 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.
31. 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
32. 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.
33. News Releases/Interviews. All Consultant and subconsultant news releases,
media interviews, testimony at hearings and public comment shall be prohibited unless expressly
authorized by City.
34. 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.
35. 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.
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IN WITNESS WHEREOF, City and Consultant have executed this Agreement as of the date first
above written.
CITY OF ROHNERT PARK CONSULTANT
By: __________________________________
City Manager
By:
Title:
Date: Date:
Per Resolution No. 2021-__adopted by the Rohnert Park
City Council at its meeting of <<Date of meeting>>.
CONSULTANT
By:
Title:
APPROVED AS TO FORM:
Date:
By: __________________________________
City Attorney
ATTEST:
By: __________________________________
City Clerk
Exhibit C
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EXHIBIT C
INSURANCE REQUIREMENTS for Consultant Services Agreement
Consultant shall procure and maintain for the duration of the contract insurance against
claims for injuries to persons or damages to property which may arise from or in
connection with the performance of the work hereunder by the Consultant, its agents,
representatives, or employees.
MINIMUM SCOPE AND LIMIT OF INSURANCE
Coverage shall be at least as broad as:
1. Commercial General Liability (CGL): Insurance Services Office Form CG 00 01
covering CGL on an “occurrence” basis, including products and completed operations,
property damage, bodily injury and personal & advertising injury with limits no less
than $1,000,000 per occurrence. If a general aggregate limit applies, either the general
aggregate limit shall apply separately to this project/location (ISO CG 25 03 or 25 04) or
the general aggregate limit shall be twice the required occurrence limit.
2. Automobile Liability: Insurance Services Office Form Number CA 0001 covering,
Code 1 (any auto), or if Consultant has no owned autos, Code 8 (hired) and 9 (non-
owned), with limit no less than $1,000,000 per accident for bodily injury and property
damage.
3. Workers’ Compensation insurance as required by the State of California, with
Statutory Limits, and Employer’s Liability Insurance with limit of no less than
$1,000,000 per accident for bodily injury or disease. (Not required if consultant provides
written verification it has no employees)
4. Professional Liability (Errors and Omissions) Insurance appropriates to the
Consultant’s profession, with limit no less than $2,000,000 per occurrence or claim,
$2,000,000 aggregate.
If the Consultant maintains broader coverage and/or higher limits than the minimums
shown above, the City requires and shall be entitled to the broader coverage and/or the
higher limits maintained by the Consultant. Any available insurance proceeds in excess
of the specified minimum limits of insurance and coverage shall be available to the City.
Other Insurance Provisions
The insurance policies are to contain, or be endorsed to contain, the following
provisions:
Additional Insured Status
The City, its officers, officials, employees, and volunteers are to be covered as additional
insureds on the CGL policy with respect to liability arising out of work or operations
performed by or on behalf of the Consultant including materials, parts, or equipment
Exhibit C
OAK #4844-6469-8375 v105
furnished in connection with such work or operations. General liability coverage can be
provided in the form of an endorsement to the Consultant’s insurance (at least as broad
as ISO Form CG 20 10 11 85, or both CG 20 10, CG 20 26, CG 20 33, or CG 20 38; and CG
20 37 forms, if later revisions used).
Primary Coverage
For any claims related to this contract, the Consultant’s insurance coverage shall be
primary insurance primary coverage at least as broad as ISO CG 20 01 04 13 with
respect to the City, its officers, officials, employees, and volunteers. Any insurance or
self-insurance maintained by the City, its officers, officials, employees, or volunteers
shall be excess of the Consultant’s insurance and shall not contribute with it.
Notice of Cancellation
Each insurance policy required above shall state that coverage shall not be canceled,
except with notice to the City.
Waiver of Subrogation
Consultant hereby grants to City a waiver of any right to subrogation which any insurer
of said Consultant may acquire against the City by virtue of the payment of any loss
under such insurance. Consultant agrees to obtain any endorsement that may be
necessary to effect this waiver of subrogation, but this provision applies regardless of
whether or not the City has received a waiver of subrogation endorsement from the
insurer.
Self-Insured Retentions
Self-insured retentions must be declared to and approved by the City. The City may
require the Consultant to provide proof of ability to pay losses and related
investigations, claim administration, and defense expenses within the retention. The
policy language shall provide, or be endorsed to provide, that the self-insured retention
may be satisfied by either the named insured or City.
Acceptability of Insurers
Insurance is to be placed with insurers authorized to conduct business in the state with
a current A.M. Best’s rating of no less than A:VII, unless otherwise acceptable to the
City.
Claims Made Policies
If any of the required policies provide coverage on a claims-made basis:
1. The Retroactive Date must be shown and must be before the date of the contract or
the beginning of contract work.
2. Insurance must be maintained and evidence of insurance must be provided for at
least five (5) years after completion of the contract of work.
Exhibit C
OAK #4844-6469-8375 v105
3. If coverage is canceled or non-renewed, and not replaced with another claims-made
policy form with a Retroactive Date prior to the contract effective date, the Consultant
must purchase “extended reporting” coverage for a minimum of five (5) years after
completion of contract work.
Verification of Coverage
Consultant shall furnish the City with original Certificates of Insurance including all
required amendatory endorsements (or copies of the applicable policy language
effecting coverage required by this clause) and a copy of the Declarations and
Endorsement Page of the CGL policy listing all policy endorsements to City before
work begins. However, failure to obtain the required documents prior to the work
beginning shall not waive the Consultant’s obligation to provide them. The City
reserves the right to require complete, certified copies of all required insurance policies,
including endorsements required by these specifications, at any time.
1257802v1A 80078/0012
OAK #4844-6469-8375 v105
CERTIFICATE OF CONSULTANT
I HEREBY CERTIFY that I am the __________________________________, and a
duly authorized representative of the firm of _____________________________________,
whose address is ______________________________________________________, and that
neither I nor the above firm I here represent has:
a) Employed or retained for a commission, percentage, brokerage, contingent
fee, or other consideration, any firm or person (other than a bona fide
employee working solely for me or the above consultant) to solicit to
secure this Agreement.
b) Agreed, as an express or implied condition for obtaining this contract, to
employ or retain the services of any firm or person in connection with
carrying out the Agreement; or
c) Paid, or agreed to pay, to any firm, organization or person (other than a
bona fide employee working solely for me or the above consultant) any
fee, contribution, donation, or consideration of any kind for, or in
connection with, procuring or carrying out the Agreement;
Except as here expressly stated (if any);
I acknowledge that this certificate is subject to applicable State and Federal laws, both
criminal and civil.
_________________ ___________________________________
Date Signature