2021/11/09 City Council Resolution 2021-130 RESOLUTION NO. 2021-130
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ROHNERT PARK
APPROVING MASTER AGREEMENTS WITH 4LEAF, INC. AND CIVIC EDGE
CONSULTING, LLC FOR PREPARATION OF AN UPDATE TO THE HOUSING
ELEMENT, INCREASED APPROPRIATIONS IN THE GENERAL PLAN
MAINTENANCE FUND (FUND 103) AND RELATED ACTIONS
WHEREAS; California state law requires each local jurisdictions to update its housing
element every eight years, in alignment with the region's regional housing needs allocation
(RHNA) cycle; and
WHEREAS; the RHNA process for this area is administered by the Association for Bay
Area Governments (ABAG), the current cycle ends in 2022 and the new cycle will run 2023-
2030; and
WHEREAS, the City has received two grants to fund preparation of the Housing
Element with a total value of$131,231.00; and
WHEREAS,the City's contracting practices are governed by its Purchasing Policy; and
WHEREAS, in accordance with the Purchasing Policy, staff solicited proposals from
qualified planning firms to prepare an update to the Housing Element including the community
outreach and engagement required by state law; and
WHEREAS, 4LEAF, Inc. provided the most responsive proposal and best demonstrated
qualifications to manage and prepare the update to the Housing Element; and
WHEREAS, Civic Edge Consulting provided the most responsive proposal and best
demonstrated qualifications to conduct community outreach and engagement as required by state
law; and
WHEREAS, staff has negotiated with 4LEAF and Civic Edge Consulting to arrive at
scopes of services and professional fees that meets the City's budget goals.
NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Rohnert
Park that it does hereby approve an agreement with 4 LEAF, Inc. for an update to the City's
Housing Element in an amount not to exceed $126,949.
BE IT FURTHER RESOLVED by the City Council of the City of Rohnert Park that it
does hereby approve an agreement with Civic Edge Consulting, LLC for conducting outreach and
engagement for the update to the City's Housing Element in an amount not to exceed $64,550.
BE IT FURTHER RESOLVED that the City Manager is hereby authorized and directed
to take all actions to effectuate for and on behalf of the City of Rohnert Park, including
execution, the agreements attached hereto as Exhibits "A" and "B," subject to minor
modifications by the City Manager or City Attorney.
BE IT FURTHER RESOLVED that the Finance Director is authorized to
increase appropriations of$60,268 in contractual services budget in the General Plan
Maintenance Fund (Fund 103), make associated budget amendments necessary to receive the
grant funds into the City's General Plan Maintenance Fee Fund and fund the authorized
contracts.
DULY AND REGULARLY ADOPTED this 9th day of November, 2021.
CITY OF j)RT PARK
402-0".
G:1 d i •' : a .r
ATTEST:
Elizabeth Machado, Acting City Clerk — ,
Attachments: Exhibit A, Exhibit B
ADAMS: Abe- LINARES: Age, STAFFORD: � . ELWARD: PiLe GIUDICE: "" e l
AYES: ( S )NOES: ( c ) ABSENTP: ( Qf) ABSTAIN: (1 )
Attachments
1. Exhibit A to Resolution—Master Agreement with 4LEAF, Inc.
2. Exhibit B to Resolution—Master Agreement with Civic Edge Consulting, LLC
Resolution 2021-130
2
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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 4LEAF, Inc. ("Consultant"), a California
Corporation, with reference to the following facts, understandings and intentions.
Recitals
WHEREAS, City desires to update the Rohnert Park Housing Element; 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 Housing Administrator 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 Mike Renner 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 the
City through its staff may determine from time to time, Consultant shall perform the services set
out in the “Scope of Work” attached hereto as Exhibit A and incorporated herein by reference.
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
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satisfactory evidence thereof, to City. The services of Consultant are to be completed not later
than March 31, 2023. Consultant shall perform its services in accordance with the schedule
attached hereto as Exhibit A, and incorporated herein by reference. Any changes to these dates
in either this Section 3 or Exhibit A must 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 be at the rate
and schedules attached hereto as Exhibit B, and incorporated herein by reference. However, in
no event shall the amount City pays Consultant exceed one hundred twenty-six thousand, nine
hundred forty-nine Dollars ($126,949). Payment by City under this Agreement shall not be
deemed a waiver of unsatisfactory work, even if such defects were known to the City at the time
of payment.
B. Timing of Payment.
(1) 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
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,
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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. This Agreement shall commence upon its execution by both parties and
shall continue in full force and effect until completed, amended pursuant to Section 21, or
otherwise terminated as provided herein.
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.
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-
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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
(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.)
B. 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
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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.
10. 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.
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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.
11. 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.
12. 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,
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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.
13. 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.
14. 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.
15. 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.
16. 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.
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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.
17. 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.
18. 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.
19. 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.
20. 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.
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21. 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.
22. 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: 4LEAF, Inc.
Mike Renner (MRenner@4leafinc.com)
2126 Rheem Dr.
Pleasanton, CA 94588
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.
23. 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.
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24. 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.
25. 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.
26. City Not Obligated to Third Parties. The City shall not be obligated or liable for
payment hereunder to any party other than Consultant.
27. 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
presentation requirements under the Government Tort Claims Act, California Government Code
Sections 900 et seq. and the Rohnert Park Municipal Code.
28. 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.
29. 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
30. 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
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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.
31. 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.
32. 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.
33. 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.
IN WITNESS WHEREOF, City and Consultant have executed this Agreement as of the date first
above written.
CITY OF ROHNERT PARK CONSULTANT
By: __________________________________
Darrin Jenkins, City Manager
By:
Title: Gene Barry, Vice-President
Date: Date:
Per Resolution No. 2021-___ adopted by the Rohnert Park
City Council at its meeting of November 9, 2021.
CONSULTANT
By:
Title: Kevin Duggan, Secretary
APPROVED AS TO FORM:
Date:
By: __________________________________
Sergio Rudin, Assistant City Attorney
Michelle Marchetta Kenyon, City Attorney
ATTEST:
By: __________________________________
Elizabeth Machado, Acting City Clerk
Exhibit A
OAK #4832-0705-4031 v1
EXHIBIT A
Scope of Work and Schedule of Performance
The City of Rohnert Park (City) seeks proposals from qualified consultant teams to complete a Housing
Element Update, related rezoning, and environmental review for the 6th Cycle planning period (2023 -
2031). 4LEAF, Inc. (4LEAF) will partner with Rincon Consultants, Inc. (Rincon) to provide the City with the
requested Housing Element Update, related rezoning, and required CEQA review. Our proposed
approach to this work is outlined below.
WORK PLAN
Task 1. Project Kick-off
Consultant will meet with City staff to discuss project expectations. City staff are requested to provide
certain information to assist Consultant in updating the Housing Element. Consultant will work with City
staff to finalize a project schedule and outline project expectations.
Task 1.1. Kick-Off Meeting
Consultant will schedule a kick-off meeting with City staff to discuss project expectations regarding
coordination, reporting, deliverables, and all other relevant project information. Expectations of all
parties will be outlined, and available staff time will be discussed. City staff are requested to provide
certain information to assist Consultant in updating the Housing Element.
Task 1.2. Project Schedule
Consultant will work with City staff to finalize a project schedule within two weeks of the kick-off
meeting that includes tasks and milestones for adoption of an HCD-reviewed Housing Element by
January 2023. The schedule will include project completion milestones and timelines as well as
community outreach meetings, hearings, and reviews by both the City and HCD.
Task 2. Project Management
The most important element of Project Management is ongoing communication. 4LEAF staff put
communication with City staff at the forefront of everything we do. We understand the needs of local
government because we come from local government; we realize that staffing and staff priorities can
shift throughout projects, and we strive to always remain responsive. You will have our direct phone
numbers and when you call, we will answer.
Task 2.1. Project Coordination
Consultant will meet regularly with City staff to ensure objectives and milestones are being achieved.
We recommend 30-minute biweekly check-in meetings and an agenda, summary, and list of any action
items will be sent to City staff around each meeting. Principal hours for attendance at these check-in
meetings are included in this Scope. Additional meetings can easily be scheduled ahead of specific
Exhibit A
OAK #4832-0705-4031 v1
presentations or outreach activities. While virtual (zoom) meetings are assumed for the biweekly check-
ins, additional meetings can he held on-site consistent with current safety measures.
Task 3. Community Outreach and Engagement
Through our work updating Housing Elements for other jurisdictions, we understand the unique nature
of public engagement both during and emerging from a global pandemic. We are experienced at
creating innovative, health-compliant outreach strategies, as well as in-person strategies, that meet the
needs of each community. We strive to reach all community members and encourage them to
participate in the manner and language which makes them the most comfortable. The increased use of
technology-assisted community engagement has placed a greater emphasis on the need to overcome
the digital divide for our community members without access, and we will ensure that participation by
cell phone is possible and encouraged so that internet access is not required.
Task 3.1. Community Outreach and Engagement Plan
After meeting with staff and key community groups, Consultant will initiate the community engagement
effort by developing and refining a Community Outreach and Engagement Plan that will educate,
inform, and gain meaningful input from a broad and diverse range of groups and populations in the City
of Rohnert Park. Community engagement will focus on the community at-large, directly affected
stakeholders (including property owners, businesses, residents, and interest groups), and civic decision-
makers. Sincere efforts will be made to engage the hardest-to-reach communities, and we will utilize the
combined outreach to be conducted with the Napa/Sonoma collaborative to the extent that it is logical
and practical. Our outreach efforts will be designed to build collaborative interest, identify common
values and goals in the project direction given the diverse group of local stakeholders, and to bring new
participants into the conversation.
In accordance with AB 686 requirements, we will ensure that meaningful, frequent, and ongoing
community engagement opportunities are provided, allowing feedback and input to be thoroughly
considered and integrated into the planning process and into the Housing Element. Outreach
opportunities will also seek public input to integrate local knowledge into the Assessment of Fair
Housing (see Task 4.2). A particular focus of our community engagement and outreach plan will be to
the Spanish-speaking community and hard-to-reach populations to ensure that they have every
opportunity to participate in the language they are most comfortable with. Because almost 27% of the
City’s population is of Hispanic origin, this outreach will be important. 4LEAF staff include fully bilingual,
bicultural professionals who are passionate about inclusive community outreach. Somos el equipo que
quieren para la comunidad entera.
Task 3.2. Housing Element Community Workshops.
The bulk of the community outreach Tasks are to be carried out by Civic Edge Consulting.
Collaborative efforts are included in the Scope below for the purpose of coordination only:
Exhibit A
OAK #4832-0705-4031 v1
• Community Workshop #1 (with Planning Commission): Housing Elements, RHNA, new laws
(virtual). An example presentation by 4LEAF staff can be found here. This workshop will include
public input and participation focused on issue identification, and will be conducted by the
Napa-Sonoma Collaborative with City staff and Civic Edge input where requested.
• White Board videos introducing the Housing Element process to the public. These would be
provided in both English and Spanish and should be made available on the City’s website. An
example white board from our Rincon partners can be found here. This service will be provided
by the Napa-Sonoma Collaborative, and can be customized by 4LEAF to include City’s timetable
and contact information.
Task 3.5. Study Session and Adoption Hearings
The consultant will present the Draft Housing Element (Task 4.6, below) to the Planning Commission as
an informational item prior to submittal to HCD for their mandatory 60-day review. Comments from the
public, decision-makers and HCD will be incorporated into the Adoption Draft Housing Element. The
Adoption Draft Housing Element (Task 4.6, below) will be presented to the Planning Commission and
City Council for consideration and adoption. Consultant will participate in up to three adoption hearings.
Task 4. Housing Element Preparation
Based on 6th cycle housing element work in other communities, Consultant have included additional
sub-tasks to help inform the process. Preparation of the Housing Element itself will begin with a
preliminary sites inventory analysis so that staff can be apprised of any additional zoning actions that
may be required to achieve compliance. Following this work, a Draft Housing Strategy will be prepared
for public and review and Commission/Council direction. In the proposed Element layout, the Housing
Strategy would become the Policies & Programs (Section 2) of the Housing Element.
Task 4.1 Sites Inventory Analysis
Beginning with the City’s existing inventory sites list, the Consultant will determine if existing
inventoried sites must be rezoned to be utilized again and will compile a preliminary inventory of sites
that could potentially be utilized with existing zoning to fulfill inventory requirements in compliance
with Government Code §65583.2 and AB 1397, as well as with the new AB 686 Affirmatively Furthering
Fair Housing requirements. The Consultant will then project annual ADU creation for the 6th Cycle based
on recent permitting, ABAG’s pre-certified affordability ratios, and any new ADU Programs to promote
and incentivize ADU development. Once this has been completed, Consultant will determine the RHNA
surplus. Because AB 686 requires consideration of any areas of socioeconomic or ethnic concentration in
identifying where new affordable housing should go, it will be important to designate neighborhoods of
the highest opportunity for the placement of some of the affordable housing.
Task 4.2 Assessment of Fair Housing
In accordance with AB 686 statutory requirements for Affirmatively Furthering Fair Housing, Consultant
will conduct an Assessment of Fair Housing (AFH), integrating data from the HCD AFFH Data Viewer,
Exhibit A
OAK #4832-0705-4031 v1
publicly available GIS data, public input, and local knowledge. The AFH will address the following
subsections:
• Enforcement and Outreach Capacity
• Segregation and Integration Patterns and Trends
• Disparities in Access to Opportunity
• Disproportionate Housing Needs Including Displacement
• Racial/ Ethnic Concentration Areas of Poverty/Affluence
The Assessment of Fair Housing will include relevant data and requisite analysis and will integrate
guidance from HCD and ABAG staff as it is released. The Consultant has experience with meeting AB 686
requirements in other jurisdictions and has a working relationship with HCD staff.
Because Rohnert Park shares a census tract that has been designated as a Disadvantaged Community
with the unincorporated County and the City of Santa Rosa, a special effort will be made to work with
these jurisdictions to identify hard-to-reach populations and to engage their input in the planning
process.
Task 4.3. Draft Housing Strategy
The Consultant will compile a Draft Housing Strategy following collection of public input, community
surveys, and analysis of data and constraints. The Strategy will build on the City’s existing Housing
Element goals and identify objectives, policies, and programs to meet changing demographics and
statutory requirements. An Administrative Draft Housing Strategy will be prepared for staff review prior
to being made available to the public for Community Workshop #2 as set forth in Task 3.2 above. The
Draft Housing Strategy will contain the City’s Housing Goals, Policies, Programs, and Quantified
Objectives. Following review and comment from the public and from staff, the Housing Strategy will
form the policy section (Housing Goals, Policies, Programs and Quantified Objectives) of the Housing
Element.
Task 4.4 Administrative Draft Housing Element
After feedback and direction has been provided on the Assessment of Fair Housing and the Draft
Housing Strategy, Consultant will compile an Administrative Draft Housing Element for staff review. The
Scope and budget assume a single round of non-conflicting comments will be provided from staff on the
Administrative Draft.
Because of the anticipated use of ABAG’s pre-certified data package and the City’s desire that the
Housing Element be easily readable and understandable by the public, the format for the new Housing
Element could be updated as follows:
• Section 1 would include an introduction, the City of Rohnert Park’s unique attributes and
challenges, and a summary of its changing demographics and identified housing needs. A
summary of the AB 686 requirements to further fair housing would be included in this Section,
as well as an analysis of the effectiveness of the current housing element and the city’s success
Exhibit A
OAK #4832-0705-4031 v1
in implementing its 2014 Housing Element programs. Public outreach and participation would
be provided in this section, along with a summary of community survey results. Housing issues
facing the City, a summary of constraints, the City’s progress in implementing the prior Housing
Element (including lessons learned) and a summary of available resources would also be
provided within this introductory and overview section.
• Section 2 would be the City’s Housing Strategy comprised of the City’s Housing Goals, Policies,
Programs, and Quantified Objectives. This would be the policy “meat” of the document and
would be drafted following input from public engagement, data analysis, and stakeholders.
Implementing programs identified in this section would include the responsible parties,
timeframe, and funding sources.
• Section 3 would contain the housing sites information with a summary analysis of
environmental and infrastructure factors that may affect development on identified sites, as
well as a calculation of realistic development potential for each site or group of sites in
inventory. While the Consultant will also complete the necessary electronic HCD inventory
forms, the tables in the Housing Element will be less complex that those submitted
electronically to ensure clarity and conciseness in the Housing Element document
itself. Beginning with the City’s existing inventory sites list, we will determine if existing
inventoried sites must be rezoned to be utilized again and will compile a preliminary inventory
of sites that could potentially be utilized with existing zoning to fulfill inventory requirements in
compliance with Government Code §65583.2 and AB 1397, as well as with the new AB 686
Affirmatively Furthering Fair Housing requirements.
We will then project annual ADU creation for the 6th Cycle based on recent permitting, ABAG’s
pre-certified affordability ratios, and any new ADU Programs to promote and incentivize ADU
development. Once this has been completed, we will determine the RHNA surplus or shortfall.
Because AB 686 requires consideration of any areas of socioeconomic or ethnic concentration in
identifying where new affordable housing should go, it will be important to designate
neighborhoods of the highest opportunity for the placement of some of the affordable housing.
Because of the new No Net Loss law (AB 72), we recommend that the City strive to begin the
planning period with adequate sites to meet 130% of its RHNA to better ensure that sufficient
sites will be available throughout the planning period, as required by the new law.
• Section 4 would be a Technical Background Report (TBR) and would contain ABAG’s pre-certified
data set in its entirety, as well as supplemental information and complete data related to the AB
686 Fair Housing Assessment and analysis; full community survey results; technical analysis of
any identified environmental or infrastructure issues that may impact housing development;
and the full constraints analysis including the data from the subregional collaborative efforts.
This Section would also include other information collected through the update process that will
assist in telling Rohnert Park’s story.
Exhibit A
OAK #4832-0705-4031 v1
Task 4.5. Rezoning
Based on the sites analysis, we will determine if rezoning will be necessary to achieve state certification
of the Housing Element and will identify sites to rezone and establish program recommendations for
rezoning or for programs such as affordable housing overlays to ensure adequate sites. Should rezoning
outside of areas that have already been reviewed by the City’s General Plan EIR be required, we will
notify the City and strategize on next steps.
Important note: Our estimated budget for this project does not include extensive rezoning of sites that
cannot be addressed through an Addendum to the General Plan EIR. If such rezoning and additional
environmental review are deemed to be required, a supplemental scope and budget would be prepared
at that time.
Task 4.6 Draft Housing Element
Following the City’s review of the Administrative Draft, Consultant will incorporate comments into a
Draft Housing Element and deliver a final screen check draft electronically for City’s review before
preparing the Draft for public review and the statutory 60-day HCD review.
Task 4.7. Adoption Draft Housing Element
Consultant will facilitate HCD’s review by completing a checklist denoting for HCD staff which pages of
the HCD Review Draft Housing Element each of the statutory requirements can be found on. The
Consultant will work closely with HCD and with City staff to ensure that HCD’s questions, clarifications,
and comments are addressed during the HCD review period. The Consultant have excellent relationships
with HCD staff and will facilitate review throughout the Housing Element Update process.
Task 4.8. Final Housing Element (Adopted)
Following City Council adoption, the Consultant will revise the Housing Element to include any revisions
directed by the Council and prepare the Adopted Housing Element for transmittal to HCD for
certification and will provide any supporting information requested by HCD.
Important note: To receive certification, the adopted Housing Element must be substantially the same as
the HCD-reviewed Draft Housing Element and include their recommended changes. Should the City not
wish to make the changes recommended by HCD, a different approval process and specific findings
would need to be made by City Council. This alternative is not included in the project scope and budget.
Task 5. CEQA Compliance Strategy
Rincon is currently managing the California Environmental Quality Act (CEQA) compliance process for
the City’s General Plan Update Project. Based on our schedule, we believe the General Plan EIR will be
certified by the City Council in spring 2022. An addendum may be prepared if some changes or additions
are necessary, but none of the conditions have occurred that would trigger a subsequent or
supplemental document. This is the most efficient approach because the EIR should cover most of the
anticipated growth and changes related to the Housing Element Update and RHNA numbers.
Exhibit A
OAK #4832-0705-4031 v1
To that end, Rincon will prepare an Addendum to the General Plan Update EIR, in accordance with CEQA
Guidelines Section 15164. The Addendum will, to the extent possible, rely on existing environmental
documentation and technical studies prepared for the project area, including the General Plan Update
EIR, and the technical studies completed for that project. Preparation of the Addendum will include
preparation of a draft project description, an administrative draft addendum and a final addendum for
City review and use.
There are no public notification or review requirements for an addendum. The City will present the
Addendum along with the Housing Element for City Council approval at the same time. Once the
Addendum is certified, we will file the Notice of Determination with the County and the State
Clearinghouse if desired. We assume the City will have its receipt from filing the California Department
of Fish & Wildlife (CDFW) fees at the time the General Plan Update EIR was certified. Otherwise,
additional CDFW fees could be required.
Optional Task – Native American Tribal Consultation
If this optional task is approved, Rincon will assist the City conduct government-to-government tribal
consultation in accordance with Assembly Bill 52 of 2014 (AB 52) and Senate Bill 18 of 2004 (SB 18). We
will prepare the AB 52- and SB 18-specifc letters to be placed on City letterhead; preparing and
submitting a Native American Heritage Commission Sacred Lands File SB 18 request; and preparing a
tracking sheet and instructions to be provided to the City. The instructions will include details regarding
schedule and timelines associated with AB 52 and SB 18 to ensure timely consultation. This task assumes
12 hours of Principal time to coordinate with interested tribes on behalf of the City.
Optional Task – Interactive Mapping Tool
If this optional task is approved, Rincon will create
an interactive mapping tool to allow constituents
and stakeholders to provide comments directly onto
an interactive map. The map is a fun, interactive way
for stakeholders to drop comments on specific
locations on the map or provide overall feedback for
the project as a whole. See the Sonoma County
mapping tool for an example: https://bit.ly/3rT937B.
The digital map will be part of the project website and used at community workshops and
meetings to collect comments as one component of collaborative, interactive exercises that facilitate
problem solving and builds consensus. This digital platform will couple with the activities facilitated at
workshops and other meetings. Geographically tagged, structured comments collected for the
participatory map will also enable the team to gather other demographic information that can inform
Exhibit A
OAK #4832-0705-4031 v1
the planning process more generally, including alerting the team to populations that might be under-
represented in the process.
Exhibit B
OAK #4832-0705-4031 v1
EXHIBIT B
Compensation
TOTAL PROJECT BUDGET
Task #Short Title Principal Senior Associate Assistant
Admin
Support Task Total
1.0 Project Kick-off 26
1.1 Kick-off meeting 4 0 4 0 1 9
1.2 Project Schedule 6 2 4 4 1 17
2.0 Project Management 74
2.1 Ongoing Project Coordination 30 2 30 2 10 74
3.0 Community Outreach & Engagement 44
3.1 Community Outreach & Engagement Plan 2 0 0 0 0 2
3.2 Community Workshops 2 2 0 0 0 4
3.3 Open House 2 2 0 0 0 4
3.4 Stakeholder Survey & Focus Groups 2 0 0 0 0 2
3.1 Study Session and Adoption Hearings 14 4 12 0 2 32
4.0 Housing Element Preparation 518
4.1 Sites Inventory Analysis 15 10 60 10 2 97
4.2 Assessment of Fair Housing 20 12 40 55 2 129
4.3 Draft Housing Strategy 45 10 25 18 4 102
4.4 Admin Draft Housing Element 20 6 20 6 2 54
4.5 Rezoning LIMITED - see Scope 10 6 10 0 0 26
4.6 Draft Housing Element 20 5 20 6 5 56
4.7 Adoption Draft Housing Element 15 5 8 0 5 33
4.8 Final Housing Element (adopted)6 5 5 0 5 21
hours 213 71 238 101 39 662
rate 180 150 120 100 60
Cost 38,340$ 10,650$ 28,560$ 10,100$ 2,340$ 89,990$
Task 5 CEQA Compliance Strategy (Rincon)24,459$
Total Project Budget 114,449$
Task 5 Optional Tasks (Rincon)12,500$
Total Project Budget with Optional Tasks 126,949$
Rohnert Park Housing Element Update Tasks Rohnert Park Housing Element Update Budget Estimate
[21]
1257802v1A 80078/0012
OAK #4832-0705-4031 v1
SUBCONSULTANT BUDGET
Cost Estimate
Principal IProfessional IVProfessional IIITechnical EditorProduction SpecialistGIS/CADD Specialist IIClericalTasks Labor Cost Hours $247 $165 $149 $120 $98 $135 $85
Task 5. CEQA Compliance Strategy
Housing Element support $5,407 41 1 16 24
Project Description $3,171 21 1 16 4
Administrative Draft Addendum $10,940 72 4 16 40 8 4
Final Addendum $2,463 19 1 8 2 8
Task Subtotal $21,981 153 7 16 64 26 12 28
Project Management $1,668 12 4 8
Task Subtotal $1,668 12 4 8
Subtotal Cost $24,054 124 10 16 64 10 12 4 8
Direct Cost Detail
Photocopies Double-Sided BW $180
Colored Copies Single-Sided $75
Reproduction CDs $150
Subtotal Additional Costs $405
Summary
Professional Fees Subtotal $24,054
Direct Costs Subtotal $405
Total Project Budget $24,459
Summary with Optional Tasks
Native American Tribal Consultation $3,200
Interactive Mapping Tool $9,300
Total Project Budget with Optional Tasks $36,959
Rincon Labor
Classification
RINCON CONSULTANTS, INC.
Rohnert Park HE Project
Professional Services - are based on Rincon's
standard fee schedule and labor classifications. The
above is provided as an estimate of Rincon's effort per
task. Rincon may reallocate budget between staff and
tasks, as long as the total contract price is not
exceeded.
Exhibit C
OAK #4832-0705-4031 v1
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 #4832-0705-4031 v1
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 #4832-0705-4031 v1
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 #4832-0705-4031 v1
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
Page 1 of 20
OAK #4832-0705-4031 v1
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 Civic Edge Consulting, LLC, ("Consultant"),
a California Corporation, with reference to the following facts, understandings and intentions.
Recitals
WHEREAS, City desires to update the Rohnert Park Housing Element; 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 Housing Administrator 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 Paisley Strellis 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 the
City through its staff may determine from time to time, Consultant shall perform the services set
out in the “Scope of Work” attached hereto as Exhibit A and incorporated herein by reference.
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
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OAK #4832-0705-4031 v1
satisfactory evidence thereof, to City. The services of Consultant are to be completed not later
than March 31, 2023. Consultant shall perform its services in accordance with the schedule
attached hereto as Exhibit A, and incorporated herein by reference. Any changes to these dates
in either this Section 3 or Exhibit A must 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 be at the rate
and schedules attached hereto as Exhibit B, and incorporated herein by reference. However, in
no event shall the amount City pays Consultant exceed sixty-three thousand five hundred and
fifty Dollars ($63,550). Payment by City under this Agreement shall not be deemed a waiver of
unsatisfactory work, even if such defects were known to the City at the time of payment.
B. Timing of Payment.
(1) 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
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
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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. This Agreement shall commence upon its execution by both parties and
shall continue in full force and effect until completed, amended pursuant to Section 21, or
otherwise terminated as provided herein.
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.
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
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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
(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.)
B. 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
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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.
10. 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
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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.
11. 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.
12. 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.
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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.
13. 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.
14. 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.
15. 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.
16. 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
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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.
17. 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.
18. 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.
19. 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.
20. 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.
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21. 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.
22. 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: Civic Edge Consulting
Attn: Amber Shipley
101A Clay Street #267, Embarcadero Center 3
San Francisco, CA 94111
Phone/Fax: (415) 915-0511
Email: hello@thecivicedge.com
23. 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.
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24. 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.
25. 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.
26. 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.
27. City Not Obligated to Third Parties. The City shall not be obligated or liable for
payment hereunder to any party other than Consultant.
28. 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
presentation requirements under the Government Tort Claims Act, California Government Code
Sections 900 et seq. and the Rohnert Park Municipal Code.
29. 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.
30. 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
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C. Exhibit C: Insurance Requirements
31. 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.
32. 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.
33. 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.
34. 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.
IN WITNESS WHEREOF, City and Consultant have executed this Agreement as of the date first
above written.
CITY OF ROHNERT PARK CONSULTANT
By: __________________________________
Darrin Jenkins, City Manager
By: _________________________________
Amber Shipley, Partner
Date: Date:
Per Resolution No. 2021-____adopted by the Rohnert
Park City Council at its meeting of November 9, 2021.
CONSULTANT
By:__________________________________
Paisley Strellis, Senior Director
APPROVED AS TO FORM:
Date:
By: __________________________________
Sergio Rudin, Assistant City Attorney
Michelle Marchetta Kenyon, City Attorney
ATTEST:
By: __________________________________
Elizabeth Machado, Acting City Clerk
Exhibit B
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EXHIBIT A
Scope of Work and Schedule of Performance
Overview
Civic Edge Consulting is delighted to share this proposed scope of work for outreach related to
the upcoming Housing Element update. We have developed a menu of outreach activities that
can be used flexibly to meet Rohnert Park’s outreach goals.
The memo below provides an introduction to Civic Edge and detailed descriptions of the tasks being recommended. About Civic Edge Consulting
Founded in 2003, Civic Edge is one of the Bay Area’s largest independent full-service public affairs firms. Based in San Francisco, we are a dynamic team of outreach specialists, communications strategists, and public relations experts deeply rooted in the policy issues affecting communities throughout our region. We are proud of our strong track record on behalf of our many civic sector clients. Civic Edge has worked with over fifty public agencies, both big and small, delivering award-winning communications and outreach campaigns throughout the nine-county Bay Area. Some of our proudest work in recent years has been facilitating the Housing Methodology Committee (HMC) on behalf of the Association of Bay Area Governments (ABAG), community outreach for the County of Sonoma, and outreach and engagement for the Metropolitan Transportation
Commission’s Plan Bay Area 2050.
We know the ins and outs of how public agencies operate and always strive to serve as an
extension of your team. We are excited about the possibility of using that experience to support
the Rohnert Park in the development of a creative outreach and engagement effort to help you
meet your public participation goals.
Turning heads in 2021 takes knowing your audience, a lot of innovation, and an eye-catching
message or design. We’ll provide thoughtful outreach strategies that capture the imagination
and feel meaningful to the communities you serve. We look forward to supporting a
collaborative engagement effort that provides actionable insights for the Housing Element
update. More information about CEC’s work can be found at thecivicedge.com.
Exhibit C
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Project Management
Civic Edge’s project management approach is designed to maximize staff time and minimize the
need for staff oversight of individual tasks. Once we have alignment on strategies and
deliverables, we strive to work independently whenever possible. We’ll provide frequent
updates, so the City team knows where every part of the project stands at any given moment
and will consolidate our questions and approval requests to streamline the need for staff input.
Senior Director Paisley Strellis will be the project lead for the outreach effort. Partner Amber Shipley will provide strategic oversight. Staff will be able to reach the entire project team through a single, custom email distribution list (e.g. HEoutreach@thecivicedge.com), removing any question of who should be included in communications.
To make sure we start off this process in sync, Civic Edge will host a digital kick-off meeting that includes key City staff, internal stakeholders, and members of the larger consultant team. This will be an opportunity to get alignment on overarching outreach goals, specific strategies, and other nuances of project.
Proposed Outreach Activities
Task 2.1 Overall Messaging Creating a well of overall messaging allows the entire project team to share consistent and accessible information about the Housing Element. The overall messaging will inform some of our initial outreach tasks including stakeholder interviews, community surveys, and outreach to
community-based organizations. It will be a living document that grows over the course of the
project.
This language differs from the language used in the Housing Element itself – although some of
that descriptive copy will likely have a place in the overall messaging. Instead, the overall
messaging will focus on quickly bring stakeholders and community members up to speed on
what a Housing Element is, what is included in this update, what kind of feedback is being
requested. Finally, we will share how community feedback could influence the Housing Element
update.
Direct costs associated with this task will cover the cost of translation into Spanish.
Task 2.2 Housing Element Outreach One-Sheet Drawing from the overall messaging, Civic Edge will develop a graphic one-sheet describing the need for a Housing Element update, the project timeline, and key opportunities for public input. This multilingual one-sheet can be used as a reference for stakeholder conversations. It will also serve as the basis for promotional materials over the course of the project. We’ll ensure that it’s as effective when pinned on community billboards as it is on digital platforms.
Exhibit C
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Direct costs associated with this task will cover the cost of translation into Spanish and as-needed printing.
Task 2.3 Community Based Organization (CBO) Partnerships
We know the best way to connect with residents who may not have historically participated in
public processes, including low-income residents, those who speak languages other than English, and unhoused community members, is to partner with the trusted CBOs who serve them every day. We also know that true equity means compensating people for their work, time, and expertise. For that reason, Civic Edge will offer stipends to CBOs who join us in this outreach effort. While the exact requests we make of CBOs will be decided in collaboration with City and CBO staff, they could include recruitment for focus groups or stakeholder interviews, publicity for community surveys through their social media channels, newsletters, or offices, or other information distribution. Direct costs associated with this task will cover CBO stipends, printing and translating materials, and/or incentives for member participation (e.g. participation in a focus group). Task 2.4 Stakeholder Interviews and/or Focus Groups
Civic Edge will host five remote, 30-min stakeholder interviews and/or two focus groups to help
provide initial context for the outreach process and Housing Element development. We will work
closely with City staff and the larger consultant team to develop a series of questions for
stakeholders and will provide notes for each meeting as well as a high-level synthesis of the
findings. Scope assumes that Rohnert Park staff will support on scheduling.
Task 2.5 Community Surveys
Community surveys are the most cost-effective way to gather feedback from a broad audience.
Civic Edge has scoped for one survey, envisioning it being fielded at the very beginning of the
outreach process to capture high-level community priorities. We will work closely with City staff
to develop the content of each multilingual survey, making sure it is accessible to our audiences
and provides the needed feedback to the project team. Even the best designed survey is only as effective as the data it collects. To ensure broad participation, Civic Edge will make recommendations about survey platforms and promotions. In addition to standard digital and paper formats, we can develop a modified text-based survey specifically intended for people with limited online access. We’ll bring our most creative ideas for promoting these surveys in a targeted, cost-effective way, using both digital and traditional methods. This may include paid digital ads across social media platforms, posters with QR codes for CBO offices, radio ads, email blasts, and the tabling, door hangers, and inserts described below. Civic Edge will provide a summary of findings for each survey, clearly highlight various breakout groups.
Exhibit C
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Direct costs associated with this task will cover translations, promotions, and survey fielding
platforms as well as prizes to encourage participation (e.g. “Take this survey for a chance to win
one of five $100 gift cards.”)
Task 2.6 Multilingual Door Hangers Door hangers are a great way to connect with residents who may not hear about the project through City meetings, eNewsletters, or other digital communications. Civic Edge will develop multilingual content for doorhangers, timed to promote participation in a community survey. Our multilingual outreach ambassadors will distribute the door hangers and will be able to answer questions that might come from curious residents about the Housing Element update and feedback opportunities. Direct costs associated with this task will cover translation and printing of the doorhangers. Task 2.7 Multilingual Insert with Utility Bills Mailers are the only surefire way to share information about the Housing Element update with every household in the city. Staff have advised Civic Edge that it would be possible to include a 1/3-page insert along with an existing utility bill for all residents. The Civic Edge team will work with staff to develop multilingual content, likely timed to the first survey. Content will direct
residents to the survey and will share a timeline for the project, indicating future opportunities
for input.
Direct costs associated with this task will cover translation and printing of the insert.
Task 2.8 Outreach Summary Report
Our work together will culminate in a graphic outreach summary report. This summary report
will include all of the work that has gone into engaging community members in the Housing
Element update process, the feedback that was received, and how it influenced the update. In
addition to a narrative report, Civic Edge will provide a one-page “placemat” that will show our
work together at-a-glace, using eye-catching infographics, maps, and other design elements.
Exhibit B
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EXHIBIT B
Compensation
TOTAL PROJECT BUDGET
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
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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
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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
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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