2023/11/14 City Council Resolution 2023-077 RESOLUTION NO. 2023-077
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ROHNERT PARK
FINDING THE CITYWIDE TRAFFIC SIGNAL SAFETY IMPROVEMENTS PROJECT
NO. CIP2225 EXEMPT FROM CEQA PURSUANT TO CEQA GUIDELINES SECTION
15301,APPROVING THE PLANS AND SPECIFICATIONS,AWARDING THE
CONSTRUCTION CONTRACT TO DC ELECTRIC GROUP, INC. FOR$1,596,281.00,
AUTHORIZING A CONSULTANT SERVICES AGREEMENT FOR CONSTRUCTION
MANAGEMENT SERVICES FOR A TOTAL AMOUNT OF $149,920 WITH GHD, INC.,
APPROVING A BUDGET AMENDMENT, AND AUTHORIZING THE CITY
MANAGER TO INCREASE APPROPRIATIONS IN PROJECT CIP2225 BY $1,487,600
FROM THE CALIFORNIA DEPARTMENT OF TRANSPORTATION HIGHWAY
SAFETY IMPROVEMENT PROGRAM GRANT
WHEREAS, on July, 7, 2020, City Staff submitted an application for a Traffic Signal
Safety Improvement Project through the California Department of Transportation (Caltrans)
Highway Safety Improvement Program (HSIP) to replace or improve aging City traffic signal
infrastructure (the "Project"); and
WHEREAS, Caltrans notified the City of award of the HSIP Grant in the amount of
$1,712,600 on March 26, 2021 for the Citywide Traffic Signal Safety Improvements Project No.
2022-25 and provided the Project Grant ID number of HSIP No. HSIPSL-5379(023); and
WHEREAS,the Project consists of the installation of reflective yellow border backplates
on traffic signal heads, installation of 12" traffic signal heads, pedestrian countdown heads,
pedestrian push buttons, audible pedestrian signals, emergency vehicle preemption, video
detection systems, new signal controllers, and new battery backup systems; and
WHEREAS, on October 12, 2021, the City Council approved Resolution 2021-114
authorizing the City Manager to execute a Master Agreement and Program Supplement
Agreement for the HISP Grant of$225,000 for the design phase of the project; and
WHEREAS, the City received a grant award letter and Finance Letter from Caltrans on
June 1, 2023 allocating the remaining $1,487,600 of State funds for the Construction phase of the
Project (see Exhibit A); and
WHEREAS, the plans and specifications for the Project were prepared by W-Trans and
approved by the City Engineer; and
WHEREAS, consistent with the Public Contract Code, an invitation for bids was posted
and published on July 21, 2023, and July 28, 2023, for the Project; and
WHEREAS, 4 sealed bids were received on the bid opening date of August 30, 2023,
and were publicly opened; and
WHEREAS, staff reviewed the bids and determined that DC Electric Group, Inc.
submitted the lowest responsive and responsible bid with an amount of$1,596,281.00; and
WHEREAS, staff solicited a request for proposals and determined that GHD, Inc. is the
most qualified consultant for Construction Management and Inspection services and
recommends procuring their services with a Consultant Services Agreement for $149,920.00;
and;
WHEREAS, there is a budget shortfall of$450,000 in the project staff; and
WHEREAS, staff recommends performing a budget amendment within the Capital
Improvement Program from projects that are complete with remaining funding ($50,000 of Gas
Tax from CIP1830, $300,000 of Gas Tax from CIP2012, and $100,000 of Measure M
Transportation from CIP2012).
NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Rohnert
Park that it does hereby authorize and approve as follows:
1. The above recitals are true and correct and material to this Resolution.
2. The City Manager is hereby authorized to increase appropriations in Project CIP2225 by
$1,487,600 from the California Department of Transportation Highway Safety
Improvement Program Grant.
3. The City Council determines that the Project is categorically exempt from CEQA
pursuant to CEQA Guidelines Sections 15301 due to minor improvements to an existing
transit structure and directs staff to file a notice of exemption with the Clerk-Recorder's
Office for the County of Sonoma.
4. The plans and specifications for the Project, on file with the City Clerk, are hereby
approved and adopted.
5. In making its findings, the City Council relied upon and hereby incorporates by reference
all the bid materials, correspondence, staff reports and all other related materials.
6. In accordance with California Public Contract Code Section and any other applicable
laws, the City Council of the City of Rohnert Park hereby finds the bid of$1,596,281.00
for the Project to be the lowest, responsive, and responsible bid and waives any
irregularities in such bid in accordance with applicable law.
7. The City Manager is hereby authorized and directed to execute the contract with DC
Electric Group, Inc. in substantially similar form to Exhibit B, which is attached hereto
and incorporated by this reference, for the sum of one million five hundred ninety-six
thousand two hundred eighty-one dollars and zero cents ($1,596,281.00) for construction
of the Project in accordance with the bid documents and applicable law upon submission
by DC Electric Group, Inc. of all documents required pursuant to the Project bid
documents.
8. City staff is hereby directed to issue a Notice of Award to DC Electric Group, Inc. for the
Project.
9. The City Manager is hereby authorized to execute a Consultant Services Agreement with
GHD, Inc., as shown in Exhibit C for a total amount of one hundred forty-nine thousand
nine hundred twenty dollars and zero cents ($149,920.00).
10. The City Council authorizes the City Manager to increase appropriations in Project
CIP2225 from the following funding sources, and approves amendments to the adopted
budget to effectuate such appropriations:
Resolution 2023-077
Page 2 of 3
• $50,000 of Gas Tax from CIP1830 Flashing Yellow Arrow Project
• $300,000 of Gas Tax from. CIP2012 Railroad Safety Improvements
• $100,000 of Measure M funding from CIP2012 Railroad Safety Improvements
11. All portions of this resolution are severable. Should any individual component of this
Resolution be adjudged to be invalid and unenforceable by a body of competent
jurisdiction, then the remaining resolution portions shall continue in full force and effect,
except as to those resolution portions that have been adjudged invalid. The City Council
of the City of Rohnert Park hereby declares that it would have adopted this Resolution
and each section, subsection, clause, sentence, phrase and other portion thereof,
irrespective of the fact that one or more sections, subsections, clauses, sentences, phrases
or other portions may be held invalid or unconstitutional.
BE IT FURTHER RESOLVED that the City Manager is hereby authorized and
directed to execute documents pertaining to same for and on behalf of the City of Rohnert Park.
DULY AND REGULARLY ADOPTED this 14th day of November 2023.
CITY OF ROHNERT PARK
manth. e odriguez, May
ATTEST:
_22
Elizabeth Machado, Assistant City Clerk
Attachments: Exhibit A, B and C \ `
ELWARD: I L P. GIUDICE: Ale _SANBORN: e HOLLINGSWORTH ADAMS: tatAe. RODRIGUEZ: PUS.
AYES: ( 5 j NOES: (0 ) A SENT: ( uf ) ABSTAIN: (O' )
Resolution 2023-077
Page 3 of 3
STATE OF CALIFORNIA - CALIFORNIA STATE TRANSPORTATION AGENCY GAVIN NEWSOM, Governor
DEPARTMENT OF TRANSPORTATION
Division of Local Assistance
1120 N STREET
P.O. BOX 942874, MS# 1
Sacramento, CA 94274-0001
TTY 711
File : 04-SON-0-RNPK
HSIPSL-5379(023)
40 Signalized intersections
throughout the City of Rohnert
ParkJune 1, 2023
Ms. Vanessa Garrett
Director of Public Works
City of Rohnert Park
600 Enterprise Drive
Rohnert Park, CA 94928
Dear Ms. Garrett:
Your letter dated May 30, 2023 requested an allocation of State funds from the Highway Safety Improvement Program (HSIP)
project (project location: 40 Signalized intersections throughout the City of Rohnert Park). The State hereby makes the
allocation in the amount of $1,487,600.00 of State funds for Construction phase of this project effective June 01, 2023. You
may now proceed with the Construction phase of the project. Any work for the Construction phase that has been approved
for funding and is performed after this date will be eligible for reimbursement. Please refer to the Finance Letter for the
complete approved funding of all phases for this project.
This Office will soon send you a Program Supplement Agreement for execution, along with a Master Agreement if one has
not been executed. Please do not submit invoices for this project until the agreements are fully executed by both you and the
State.
Invoices are to be submitted at a minimum of every six (6) months in order to remain active.
If you have any questions, please contact your District Local Assistance Engineer.
Sincerely,
FELICIA HASLEM, Chief
Office of Project Management Oversight - North
Division of Local Assistance
c: DLA AE Project Files
(04) DLAE - Ephrem Meharena
Local Program Accounting
HQ HSIP Manager - Richard Ke
EXHIBIT A to RESOLUTION
FINANCE LETTER07/18/202304-SON-0-RNPKHSIPSL-5379(023)0422000008DEPARTMENT OF TRANSPORTATIONTo: City of Rohnert ParkDate:D_CO_RT:Project No:Adv. Project Id:Project End Date:EA No:$1,712,600Est Tot Proj Costs:PRO RATA ORLUMP SUMFINANCE ITEMSPART. COSTTOTAL COST OFWORKSTATE HSIPS$225,000.00$225,000.00Agency Preliminary Engineering$225,000.00$1,381,068.00$1,381,068.00Construction$1,381,068.00$106,532.00$106,532.00Agency Construction Engineering$106,532.00$1,712,600.00$1,712,600.00$1,712,600.00Totals:Participation Ratio: 100% This Finance Letter was created based on specific financial information provided by the responsible local agency. The followingencumbrance history is prepared by Local Assistance Accounting Office and is provided here for local agency's information and action.Signature:HQ Sr. Area EngineerTitle:PECT: 20.30.010.551(279) 599-4989Darlene WulffPrinted Name:Telephone No:For questions regarding finance letter, contact:Remarks:_________________________________ADV. PROJECT IDAPPROP.UNITSTATE PROG. FED/ STATEENCUMBRANCEAMOUNTAPPROP YEAREXPENDITUREAMOUNTENCUMBRANCEBALANCEREVERSIONDATE*APPROVEDAMOUNTEXPIRATIONDATECooperative Work AgreementACCOUNTING INFORMATIONHSIPSL-5379(023)0422000008221022030010551$1,487,600.002122$0.00$1,487,600.0006/30/20270422000008211022030010551$225,000.002021$4,589.08$220,410.9206/30/2026*Please submit invoices to the appropriate Districts by April 1st to avoid funds lapsing on the June 30th reversion date listed above and to allow sufficient timefor Accounting and SCO year-end closing procedures.Page 1 of 1EXHIBIT A to RESOLUTIONI I I I I I I I I I I I I I I I I I
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C O N T R A C T
CITYWIDE TRAFFIC SIGNAL SAFETY IMPROVEMENTS
PROJECT NO. 2022-25, CALTRANS PROJECT NO. HSIPSL-5379(023)
THIS AGREEMENT, made and entered into this 14th day of November, 2023, by and
between DC Electric Group, Inc. (“Contractor”) and the City of Rohnert Park (“City”).
WHEREAS, the City Council of said City (“City Council”) has considered all of the responsive
bids submitted for the project identified above and wishes to award a contract to Contractor for
performing the work hereinafter mentioned in accordance with the sealed proposal of said Contractor.
NOW, THEREFORE, IT IS AGREED, as follows:
1.Scope of Work: Contractor must perform all the work and furnish all the labor,
materials, equipment and all utility and transportation services required to complete all of the work of
construction and installation of the improvements more particularly described in the Resolution adopted
by the City Council on October 24, 2023, and the items and quantities of which are more particularly
set forth in the Contractor’s bid on file in the Office of the City Clerk, except work to be performed by
subcontractors as set forth in the Contractor’s bid and for which the Contractor retains responsibility.
2.Time of Performance and Liquidated Damages:
A.Contractor must begin work within fifteen (15) calendar days after official
notice by the City Engineer to proceed with the work and must diligently prosecute the same to
completion within 180 calendar days of that Notice. Contractor acknowledges and agrees that time is
of the essence with respect to Contractor’s work and that Contractor shall diligently pursue
performance of the work.
B.In the event the Contractor does not complete the work within the time limit so
specified or within such further time as said City Council must have authorized, Contractor must pay
to the City liquidated damages in the amount of Four Thousand Two Hundred Dollars ($4,200.00) per
day for each and every day’s delay in finishing the work beyond the completion date so specified.
Additional provisions with regard to said time of completion and liquidated damages are set forth in the
specifications, which provisions are hereby referred to and incorporated herein by reference.
3.Payments:
A.The award of the contract is for a total amount of One Million Five Hundred
Ninety-Six Thousand Two Hundred Eighty-One Dollars and Zero Cents ($1,596,281.00). However,
notwithstanding the foregoing, Contractor shall be required to complete all work identified in an amount
not to exceed the total Contract amount, and in no event shall the amount City pays Contractor exceed
One Million Five Hundred Ninety-Six Thousand Two Hundred Eighty-One Dollars and Zero Cents
($1,596,281.00). Payment by City under this Agreement shall not be deemed a waiver of unsatisfactory
work, even if such defects were known to the City at the time of payment.
B. City shall make payments to Contractor for said work performed at the times and in the manner
provided in the specifications and at the unit prices stated in Contractor’s bid. 4.
Component Parts and Interpretation: This contract must consist of the following documents,
each of which is on file in the Office of the City Clerk and all of which are incorporated herein and
Exhibit B to Resolution
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Rohnert Park City Proj. No. 2022-25 Page 2
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made a part hereof by reference thereto (“Contract Documents”; collectively, the “Contract”)):
A. This Agreement
B. Notice Inviting Sealed Proposal
C. Instruction and Information to Bidders
D. Accepted Proposal, with all attachments and certifications
E. Performance Bond
F. Payment Bond
G. Special Provisions
H. Standard Specifications
I. Technical specifications
J. Design Standards
K. Plans, Profiles and Detailed Drawings
In the event of conflict between these documents, the following order of precedence will govern:
This Contract; change orders; supplemental agreements and approved revisions to plans and
specifications; special conditions; standard specifications; detail plans; general plans; standard
plans; and reference specifications. In the absence of a controlling or contrary provision in the
foregoing, the Standard Specifications (2022 edition) of the California Department of Transportation
shall apply to this project.
5. Independent Contractor. Contractor is and will at all times remain as to City a wholly
independent contractor. Neither City nor any of its officers, employees, or agents will have control
over the conduct of Contractor or any of Contractor’s officers, employees, agents or subcontractors,
except as expressly set forth in the Contract Documents. Contractor may not at any time or in any
manner represent that it or any of its officers, employees, agents, or subcontractors are in any manner
officers, employees, agents or subcontractors of City.
6. Prevailing Wages: Copies of the determination of the Director of the Department of
Industrial Relations of the prevailing rate of per diem wages for each craft, classification or type of
worker needed to execute this Contract will be on file in, and available at, the office of the Director
at 601 Carmen Drive, Camarillo, California 93010.
A. Contractor must post at the work site, or if there is no regular work site then
at its principal office, for the duration of the Contract, a copy of the determination by the Director
of the Department of Industrial Relations of the specified prevailing rate of per diem wages. (Labor
Code § 1773.2.)
B. Contractor, and any subcontractor Contractor may engage, may pay not less
than the specified prevailing rate of per diem wages to all workers employed in the execution of the
Contract. (Labor Code § 1774.) Contractor is responsible for compliance with Labor Code section
1776 relative to the retention and inspection of payroll records.
C. Contractor must comply with all provisions of Labor Code section 1775.
Under Section 1775, Contractor may forfeit as a penalty to City up to two hundred dollars ($200.00)
for each worker Contractor employs in the execution of the Contract or any subcontractor for each
calendar day, or portion thereof, in which the worker is paid less than the prevailing rates. Contractor
may also be liable to pay the difference between the prevailing wage rates and the amount paid to
each worker for each calendar day, or portion thereof, for which each worker was paid less than the
prevailing wage rate.
D. With each application for payment, Contractor shall also deliver certified
payrolls to the City as set forth above in these General Conditions, and concurrently therewith (but
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in no event less frequently than monthly) directly to the Labor Commissioner in the format
prescribed by the Labor Commissioner.
E.If federal funds are used to pay for the Work, Contractor and any
subcontractor agree to comply, as applicable, with the labor and reporting requirements of the Davis-
Bacon Act (40 USC § 276a-7), the Copeland Act (40 USC § 276c and 18 USC § 874), and the
Contract Work Hours and Safety Standards Act (40 USC § 327 and following).
7.Hours of Labor: Contractor acknowledges that under California Labor Code sections
1810 and following, eight hours of labor constitutes a legal day’s work. Contractor will forfeit as a
penalty to City the sum of twenty-five dollars ($25.00) for each worker employed in the execution
of this Contract by Contractor or any subcontractor for each calendar day during which such worker
is required or permitted to work more than eight hours in any one calendar day and 40 hours in any
one calendar week in violation of the provisions of Labor Code section 1810.
8. Apprentices:
A.The Contractor and any Subcontractor under him must comply with the requirements of Section
1777.5 and 1777.6 of the Labor Code concerning the employment of apprentices by the Contractor or
any Subcontractor under him. Section 1777.5, as amended, requires the Contractor or Subcontractor
employing tradesmen in any apprenticeable occupation to apply to the joint apprenticeship committee
nearest the site of the public works project and which administers the apprenticeship program in that
trade for a certificate of approval. The certificate will also fix the ratio of apprentices to journeymen
that will be used in the performance of the Contract. The ratio of apprentices to journeymen in such
cases must not be less than one to five except:
1.When unemployment in the area of coverage by the joint apprenticeship
committee has exceeded an average of 15 percent in the 90 days prior to the request for certificate, or
2.When the number of apprentices in training in that area exceeds a ratio
of one to five, or
3.When the trade can show that it is replacing at least 1/30 of its
membership through apprenticeship training on an annual basis statewide or locally, or
4.When the assignment of an apprentice to any work performed under a
public works Contract would create a condition which would jeopardize his life or the life, safety, or
property of fellow employees or the public at large, or if the specified task to which the apprentice is to
be assigned is of such a nature that training cannot be provided by a journeyman, or
5.When the Contractor provides evidence that he employs registered
apprentices on all of his Contracts on an annual average of not less than one apprentice to eight
journeymen.
B.Contractor is required to make contributions to funds established for the
administration of an apprenticeship program if he employs registered apprentices or journeymen in any
apprenticeable trade on the Contract and if other Contractors on the public works site are making such
contributions.
C.Information relative to apprenticeship standards, wage schedules, and
other requirements may be obtained from the Director of Industrial Relations, ex officio the
Administrator of Apprenticeship, San Francisco, California, or from the Division of Apprenticeship
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Standards and its branch offices.
9. Labor Discrimination: Section 1735 of the Labor Code reads as follows:
A contractor must not discriminate in the employment of persons upon public
works on any basis listed in subdivision (a) of Section 12940 of the Government
Code, as those bases are defined in Sections 12926 and 12926.1 of the Government
Code, except as otherwise provided in Section 12940 of the Government Code.
Every contractor for public works who violates this section is subject to all the
penalties imposed for a violation of this chapter.
10. Workers’ Compensation Insurance: In accordance with the provisions of Article 5, Chapter
1, Part 7, Division 2 (commencing with Section 1860) and Chapter 4, Part 1, Division 4 (commencing
with Section 3700) of the Labor Code of the State of California, the Contractor is required to secure the
payment of compensation to his employees and must for that purpose obtain and keep in effect adequate
Workers’ Compensation Insurance. Contractor is aware of the provisions of Section 3700 of the Labor
Code which requires every employer to be insured against liability for workers’ compensation or to
undertake self-insurance in accordance with the provisions of that Code, and will comply with such
provisions before commencing the performance of the work of this Contract.
11. Indemnity and Insurance:
A. To the fullest extent permitted by law (including without limitation California
Civil Code Section 2782), Contractor must indemnify, hold harmless, release and defend City, its
officers, elected officials, employees, agents, volunteers, and consultants from and against any and all
actions, claims, demands, damages, disability, losses, expenses including, but not limited to, attorneys’
fees and other defense costs and liabilities of any nature that may be asserted by any person or entity
including Contractor, in whole or in part, arising out of Contractor’s activities hereunder, including the
activities of other persons employed or utilized by Contractor including subcontractors hired by the
Contractor in the performance of this Agreement excepting liabilities due to the sole negligence,
intentional misconduct or active negligence of the City. 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
Contractor under Worker's Compensation, disability or other employee benefit acts or the terms,
applicability or limitations of any insurance held or provided by Contractor and must continue to bind
the parties after termination/completion of this Agreement.
B. Contractor shall procure and maintain throughout the time for performance of
the work under this Contract the insurance required by the Special Provisions. The requirement that
Contractor procure and maintain insurance shall in no way be construed to limit the Contractor’s duty
to indemnify City as provided in the paragraph above.
C. Failure of City to monitor compliance with these requirements imposes no
additional obligations on City and will in no way act as a waiver of any rights hereunder.
12. City Right of Termination and Right to Complete the Work:
A. The City may terminate the Contract when conditions encountered during the
work make it impossible or impracticable to proceed, or when the City is prevented from proceeding
with the Contract by act of God, by law, or by official action of a public authority. In addition, the
occurrence of any of the following is a default by Contractor under this Contract:
1. Contractor refuses or fails to prosecute the work or any part thereof
with such diligence as will insure its completion within the time specified or any permitted extension;
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2.Contractor fails to complete the work on time;
3.Contractor is adjudged bankrupt, or makes a general assignment for
the benefit of creditors, or a receiver is appointed on account of Contractor’s insolvency;
4.Contractor fails to supply enough properly skilled workers or proper
materials to complete the work in the time specified;
5.Contractor fails to make prompt payment to any subcontractor or for
material or labor.
6.Contractor fails to abide by any applicable laws, ordinances or
instructions of City in performing the work.
7.Contractor breaches or fails to perform any obligation or duty under
the Contract.
B.Upon the occurrence of a default by Contractor, the City will serve a written
notice of default on Contractor specifying the nature of the default and the steps needed to correct
the default. Unless Contractor cures the default within 10 days after the service of such notice, or
satisfactory arrangements acceptable to City for the correction or elimination of such default are
made, as determined by City, City may thereafter terminate this Contract by serving written notice
on Contractor. In such case, Contractor will not be entitled to receive any further payment, except
for Work actually completed prior to such termination in accordance with the provisions of the
Contract Documents.
C.In the event of any such termination, City will also immediately serve written
notice of the termination upon Contractor’s surety. The surety will have the right to take over and
perform pursuant to this Contract; provided, however, that if the surety does not give City written
notice of its intention to take over and perform this Contract within five days after service of the
notice of termination or does not commence performance within 10 days from the date of such
notice, City may take over the work and prosecute the same to completion by contract or by any
other method it may deem advisable for the account and at the expense of Contractor. Contractor
and the surety will be liable to City for any and all excess costs or other damages incurred by City
in completing the work.
D.If City takes over the work as provided in this Section, City may, without
liability for so doing, take possession of, and utilize in completing the work, such materials,
appliances, plant, and other property belonging to Contractor as may be on the site of the work and
necessary for the completion of the work.
13.Substitution of Securities for Withheld Amounts:
A.Pursuant to California Public Contracts Code Section 22300, securities may be
substituted for any moneys withheld by a public agency to ensure performance under a contract. At the
request and sole expense of the Contractor, securities equivalent to the amount withheld must be
deposited with the public agency, or with a state or federally chartered bank as the escrow agent, who
must pay such moneys to the Contractor upon satisfactory completion of the contract.
B.Securities eligible for substitution under this section must include those listed in
the California Public Contracts Code Section 22300 or bank or savings and loan certificates of deposit.
Contractor must be the beneficial owner of any securities substituted for moneys withheld and must
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receive any interest thereon.
C.Alternatively, Contractor may request, and the City shall make, payment of
retentions earned directly to the escrow agent at the expense of the Contractor. At the Contractor’s
expense, the Contractor may direct the investment of the payments into securities and Contractor
shall receive the interest earned on the investments upon the same terms provided for in Section
22300 for securities deposited by the Contractor. Upon satisfactory completion of the Contract,
Contractor shall receive from the escrow agent all securities, interest, and payments received by
the escrow agent from the City, pursuant to the terms of this section.
D.Any escrow agreement entered into pursuant to this section must contain as a
minimum the following provisions:
1.The amount of securities to be deposited;
2.The terms and conditions of conversion to cash in case of the
default of the Contractor; and
3.The termination of the escrow upon completion of the contract.
14.General Provisions
A.Authority to Execute. Each party represents and warrants that all necessary
action has been taken by such party to authorize the undersigned to execute this Contract and to bind
it to the performance of its obligations.
B.Assignment. Contractor may not assign this Contract without the prior
written consent of City, which consent may be withheld in City’s sole discretion because the
experience and qualifications of Contractor are material considerations for this Contract.
C.Binding Effect. This Agreement is binding upon the heirs, executors,
administrators, successors and permitted assigns of the parties.
D.Integrated Contract. This Contract, including the Contract Documents, is the
entire, complete, final and exclusive expression of the parties with respect to the work to be
performed under this Contract and supersedes all other agreements or understandings, whether oral
or written, between Contractor and City prior to the execution of this Contract.
E.Modification of Contract. No amendment to or modification of this Contract
will be valid unless made in writing and approved by Contractor and by the City Council, City
Manager or Assistant City Manager, as applicable. The parties agree that this requirement for written
modifications cannot be waived and that any attempted waiver will be void.
F.Counterparts, Facsimile or other Electronic Signatures. This Contract may be
executed in several counterparts, each of which will be deemed an original, and all of which, when
taken together, constitute one and the same instrument. Amendments to this Contract will be
considered executed when the signature of a party is delivered by facsimile or other electronic
transmission. Such facsimile or other electronic signature will have the same effect as an original
signature.
G.Waiver. Waiver by any party of any term, condition, or covenant of this
Contract will not constitute a waiver of any other term, condition, or covenant. Waiver by any party
of any breach of the provisions of this Contract will not constitute a waiver of any other provision,
or a waiver of any subsequent breach or violation of any provision of this Contract. Acceptance by
City of any work performed by Contractor will not constitute a waiver of any of the provisions of
this Contract.
H. Interpretation. This Contract will be interpreted, construed and governed
according to the laws of the State of California. Each party has had the opportunity to review this
Contract with legal counsel. The Contract will be construed simply, as a whole, and in accordance
with its fair meaning. It will not be interpreted strictly for or against either party.
I. Severability. If any term, condition or covenant of this Contract is declared
or determined by any court of competent jurisdiction to be invalid, void or unenforceable, the
remaining provisions of this Contract will not be affected and the Contract will be read and construed
without the invalid, void or unenforceable provision.
J. Venue. In the event of litigation between the parties, venue in state trial courts
will be in the County of Sonoma. In the event of litigation in a U.S. District Court, venue will be in
the Northern District of California.
IN WITNESS WHEREOF, the City of Rohnert Park has caused this Contract to be executed
by its officers, thereunto duly authorized, and Contractor has subscribed same, all on the day and year
first above written.
CITY OF ROHNERT PARK
Marcela Piedra, City Manager Date
Per Resolution No. 2023-__ adopted by the Rohnert Park City
Council at its meeting of November 14, 2023
ATTEST:
City Clerk
Citywide Traffic Signal Safety Improvements
Rohnert Park City Proj. No. 2022-25
OAK #4888-9091-9966 v I
~~,rnc
Name:~1p/l-Date lo/'-"/ {t3
Title: ~ co,,vA L. /1/fC,/L-
APPROVED AS TO FORM:
City Attorney
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CONSULTANT SERVICES AGREEMENT
RE: CITYWIDE TRAFFIC SIGNAL SAFETY IMPROVEMENTS PROJECT
Project No. 2022-25/Caltrans Project No. HSIPSL-5379(023)
This AGREEMENT FOR CONSULTANT SERVICES ("Agreement") is entered into as
of the __ day of November, 2023, by and between the City of Rohnert Park ("City"),
a California municipal corporation, and GHD, Inc! ("Consultant"), a California corporation,
with reference to the following facts, understandings and intentions.
Recitals
WHEREAS, City desires to obtain construction management for the Citywide Traffic
Signal Safety Improvements Project; 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 Associate Engineer 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 Jane Rozga, PE 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.
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B. Time of Performance. The services of Consultant are to commence upon
receipt of a written notice to proceed from City, but in no event prior to receiving a fully
executed agreement from City and obtaining and delivering the required insurance coverage, and
satisfactory evidence thereof, to City. The services of Consultant are to be completed not later
than June 30th, 2024. 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 City.
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 fails
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, notwithstanding
the foregoing, Consultant shall be required to complete all work identified in the in Exhibit A in
an amount not to exceed the total cost identified in Exhibit B, and in no event shall the amount
City pays Consultant exceed One Hundred Forty-Nine Thousand Nine Hundred Twenty
Dollars ($149,920.00). Payment by City under this Agreement shall not be deemed a waiver of
unsatisfactory work, even if such defects were known to the City at the time of payment.
B. Timing of Payment.
(1) 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
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within the Agreement by written notification to the Consultant. In such event, the compensation
and time of performance shall be subject to renegotiation upon written demand of either party to
the Agreement. Consultant shall not commence any work exceeding the Scope of Work without
prior written authorization from the City. Failure of the Consultant to secure City’s written
authorization for extra or changed work shall constitute a waiver of any and all right to
adjustment in the contract price or time due, whether by way of compensation, restitution,
quantum meruit, etc. for work done without the appropriate City authorization.
D. Taxes. Consultant shall pay all taxes, assessments and premiums under
the federal Social Security Act, any applicable unemployment insurance contributions, Workers
Compensation insurance premiums, sales taxes, use taxes, personal property taxes, or other taxes
or assessments now or hereafter in effect and payable by reason of or in connection with the
services to be performed by Consultant.
E. No Overtime or Premium Pay. Consultant shall receive no premium or
enhanced pay for work normally understood as overtime, i.e., hours that exceed forty (40) hours
per work week, or work performed during non-standard business hours, such as in the evenings
or on weekends. Consultant shall not receive a premium or enhanced pay for work performed on
a recognized holiday. Consultant shall not receive paid time off for days not worked, whether it
be in the form of sick leave, administrative leave, or for any other form of absence.
F. Litigation Support. Consultant agrees to testify at City’s request if
litigation is brought against City in connection with Consultant’s work product. Unless the
action is brought by Consultant or is based upon Consultant’s negligence, City will compensate
Consultant for the preparation and the testimony at Consultant’s standard hourly rates, if
requested by City and not part of the litigation brought by City against Consultant.
5. Term. This Agreement shall commence upon its execution by both parties and
shall continue in full force and effect until completed, amended pursuant to Section 19, 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,
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to City without restriction or limitations on their use. Consultant may retain copies of the above-
described information but agrees not to disclose or discuss any information gathered, discussed
or generated in any way through this Agreement without the written permission of City during
the term of this Agreement, unless required by law.
8. Employment of Other Consultants, Specialists or Experts. Consultant will not
employ or otherwise incur an obligation to pay other consultants, specialists or experts for
services in connection with this Agreement without the prior written approval of the City.
9. Conflict of Interest Requirements.
A. Consultant covenants and represents that neither it, nor any officer or
principal of its firm, has, or shall acquire any investment, income, business entity, interest in real
property, or other interest, directly or indirectly, which would conflict in any manner with the
interests of City, hinder Consultant's performance of services under this Agreement, or be
affected in any manner or degree by performance of Consultant's services hereunder. Consultant
further covenants that in the performance of the Agreement, no person having any such interest
shall be employed by it as an officer, employee, agent, or subcontractor without the express
written consent of the City. Consultant agrees at all times to avoid conflicts of interest, or the
appearance of any conflicts of interest, with the interests of the City in the performance of the
Agreement.
B. Consultant is not a designated employee within the meaning of the
Political Reform Act because Consultant:
(1) will not have the power to make any governmental decision,
including whether to: approve any rates, rules, regulations, policies, standards, or guidelines of
the City or any of its subdivisions; adopt or enforce any laws; issue, deny, suspend, or revoke
any permit, license, application, certificate, order, or any similar authorization or entitlement;
authorize, modify, or renew any form of City contract; grant approval to any City contract
specifications on behalf of the City; or grant City approval for any plans, designs, reports, or
similar; and
(2) will not participate in the making of any governmental decision in
the equivalent of a staff capacity — for the purposes of this provision, “participating in a
governmental decision” including providing information, an opinion, or a recommendation
directly to any person at the City empowered to make a decision on behalf of the City without
significant intervening substantive review; and
(3) will not perform the same duties for the City that would otherwise
be performed by a staff member required to report under the City’s conflict of interest code.
(2 Cal. Code Regs. § 18700.3.)
10. Liability of Members and Employees of City. No member of the City and no
other officer, elected official, employee or agent of the City shall be personally liable to
Consultant or otherwise in the event of any default or breach of the City, or for any amount
which may become due to Consultant or any successor in interest, or for any obligations directly
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or indirectly incurred under the terms of this Agreement. To the maximum extent permitted by
law, the City shall have no liability or responsibility for any accident, loss, or damage to any
work performed under this Agreement whether prior to its completion or acceptance or
otherwise.
11. Indemnity.
A. Indemnification. To the fullest extent permitted by law, Consultant shall,
at its own expense, indemnify, protect, defend (by counsel reasonably satisfactory to the City)
and hold harmless City and any and all of its officers, officials, employees, agents and volunteers
(“Indemnified Parties”) from and against any and all liability (including liability for claims,
demands, damages, obligations, suits, actions, arbitration proceedings, administrative
proceedings, regulatory proceedings, losses, expenses or costs of any kind, whether actual,
alleged or threatened, including attorneys’ fees and costs, court costs, interest, defense costs and
expert witness fees) of any nature (“Liability”), whether actual, alleged or threatened, which
arise out of, pertain to, or relate to the performance or failure to comply with this Agreement,
regardless of any fault or alleged fault of the Indemnified Parties.
B. 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.
C. 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.
D. 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.
E. 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
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Liability, or because the Consultant evaluates Liability and determines that the Consultant is not
or may not be liable. The Consultant must respond within thirty (30) calendar days to any tender
by the City, unless the time for responding has been extended by an authorized representative of
the City in writing. If the Consultant fails to timely accept such tender, in addition to any other
remedies authorized by law, as much of the money due or that may become due to the Consultant
under this Agreement as shall reasonably be considered necessary by the City may be retained by
the City until disposition has been made of the matter subject to tender, or until the Consultant
accepts the tender, whichever occurs first. Consultant agrees to fully reimburse all costs,
including but not limited to attorney’s fees and costs and fees of litigation incurred by the City in
responding to matters prior to Consultant’s acceptance of the tender.
12. Independent Contractor. It is expressly agreed that Consultant, in the
performance of the work and services agreed to be performed by Consultant, shall act as and be
an independent contractor and not an agent or employee of City and shall have responsibility for
and control over the details and means of providing its services under this Agreement.
Consultant shall furnish, at its own expense, all labor, materials, equipment, tools, transportation
and services necessary for the successful completion of the services under this Agreement. As
an independent contractor, Consultant shall obtain no rights to retirement benefits or other
benefits which accrue to City's employees, and Consultant hereby expressly waives any claim it
may have to any such rights. Consultant, its officers, employees and agents shall not have any
power to bind or commit the City to any decision.
13. Compliance with Laws.
A. General. Consultant shall use the standard of care in its profession to
comply with all applicable federal, state, and local laws, codes, ordinances, and regulations.
Consultant represents and warrants to City that it has and shall, at its sole cost and expense, keep
in effect or obtain at all times during the term of this Agreement any licenses, permits, insurance
and approvals which are legally required for Consultant to practice its profession. City is not
responsible or liable for Consultant’s failure to comply with any or all of the requirements
contained in this paragraph or in this Agreement.
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. DIR Registration. Neither Consultant nor any subcontractor may be
awarded an agreement containing public work elements unless registered with the Department of
Industrial Relations (“DIR”) pursuant to Labor Code §1725.5. Registration with DIR must be
maintained throughout the entire term of this Agreement, including any subsequent amendments.
D. Prevailing Wages. Consultant shall comply with all of the applicable
provisions of the California Labor Code requiring the payment of prevailing wages. The General
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Prevailing Wage Rate Determinations applicable to work under this Agreement are available and
on file with the Department of Transportation’s Regional/District Labor Compliance Officer
(https://dot.ca.gov/programs/construction/labor-compliance). These wage rates are made a
specific part of this Agreement by reference pursuant to Labor Code §1773.2 and will be
applicable to work performed at a construction project site. Prevailing wages will be applicable
to all inspection work performed at City construction sites, at City facilities and at off-site
locations that are set up by the construction contractor or one of its subcontractors solely and
specifically to serve City projects. Prevailing wage requirements do not apply to inspection work
performed at the facilities of vendors and commercial materials suppliers that provide goods and
services to the general public. General Prevailing Wage Rate Determinations applicable to this
project may also be obtained from the Department of Industrial Relations website at
http://www.dir.ca.gov.
E. 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. F. Business
Licenses. Unless exempt by law, Consultant and all subcontractors shall have acquired, at
Consultant’s expense, a business license from the City in accordance with Chapter 5.04 of the
Rohnert Park Municipal Code, prior to City’s issuance of an authorization to proceed with the
Services. Such license(s) shall be kept valid throughout the term of this Agreement. City may
withhold compensation from Consultant until such time as Consultant complies with this section.
14. Payroll Records
A. Consultant and any subcontractors shall keep accurate certified payroll
records and supporting documents as mandated by Labor Code §1776 and as defined in 8 CCR
§16000 showing the name, address, social security number, work classification, straight time and
overtime hours worked each day and week, and the actual per diem wages paid to each
journeyman, apprentice, worker, or other employee employed by the Consultant or subcontractor
in connection with the public work. Each payroll record shall contain or be verified by a written
declaration that it is made under penalty of perjury, stating both of the following:
(1) The information contained in the payroll record is true and correct.
(2) The employer has complied with the requirements of Labor Code
§1771, §1811, and §1815 for any work performed by his or her employees on the public works
project.
B. Consultant shall certify the payroll records enumerated under paragraph
(A) above as correct under penalty of perjury. The payroll records and all supporting documents
shall be made available to the City for inspection and copying at all reasonable hours at the
Consultant’s principal office . Consultant shall provide copies of certified payrolls or permit
inspection of its records as follows:
(1) A certified copy of an employee’s payroll record shall be made
available for inspection or furnished to the employee or the employee’s authorized representative
on request.
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(2) A certified copy of all payroll records enumerated in paragraph (A)
above, shall be made available for inspection or furnished upon request to a representative of the
City, the Division of Labor Standards Enforcement and the Division of Apprenticeship Standards
of the Department of Industrial Relations. Certified payrolls submitted to City, the Division of
Labor Standards Enforcement and the Division of Apprenticeship Standards shall not be altered
or obliterated by the Consultant.
(3) Consultant shall not give access to the certified payroll records to
the public. The Consultant is required to forward any requests for certified payrolls to the City’s
Contract Administrator by both email and regular mail on the business day following receipt of
the request.
C. Consultant shall submit a certified copy of the records enumerated in
paragraph (A) above, to the entity that requested the records within ten (10) calendar days after
receipt of a written request.
D. Any copy of records the City makes available for inspection as copies and
furnished upon request to the public or any public agency shall be marked or obliterated in such
a manner as to prevent disclosure of each individual’s name, address, and social security number.
The name and address of the Consultant or any subcontractor performing the work shall not be
marked or obliterated.
E. The Consultant shall inform the City of the location of the records
enumerated under paragraph (A) above, including the street address, city and county, and shall,
within five (5) working days, provide a notice of a change of location and address.
F. The Consultant or any subcontractor shall have ten (10) calendar days
from the date of receipt in which to comply with any written notice requesting the records
enumerated in paragraph (A) above. In the event the Consultant or any subcontractor fails to
comply within the ten- (10-) day period, he or she shall, as a penalty, forfeit to the City one
hundred dollars ($100) for each calendar day, or portion thereof, for each worker whose records
were requested, until strict compliance is effectuated. The City shall withhold such penalties
from payments due under this Agreement. Subcontractor
G. When prevailing wage rates apply, the Consultant is responsible for
verifying compliance with certified payroll requirements. Invoice payment will not be made until
the City approves the invoice.
15. Prevailing Wage Penalties
A. Consultant and any of its subcontractors shall comply with Labor Code
§1774 and §1775. Pursuant to Labor Code §1775, the Consultant and any subcontractor shall
forfeit to the City a penalty of not more than two hundred dollars ($200) for each calendar day,
or portion thereof, for each worker paid less than the prevailing rates as determined by the
Director of DIR for the work or craft in which the worker is employed for any public work done
under the Agreement by the Consultant or by its subcontractors in violation of the requirements
of the Labor Code and in particular, Labor Code §§1770 to 1780, inclusive.
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B. The amount of this forfeiture shall be determined by the Labor
Commissioner and shall be based on consideration of mistake, inadvertence, or neglect of the
Consultant or subcontractor in failing to pay the correct rate of prevailing wages, or the previous
record of the Consultant or subcontractor in meeting their respective prevailing wage obligations,
or the willful failure by the Consultant or subcontractor to pay the correct rates of prevailing
wages. A mistake, inadvertence, or neglect in failing to pay the correct rates of prevailing wages
is not excusable if the Consultant or subcontractor had knowledge of the obligations under the
Labor Code. The Consultant is responsible for paying the appropriate rate, including any
escalations that take place during the term of the Agreement.
C. In addition to the penalty and pursuant to Labor Code §1775, the
difference between the prevailing wage rates and the amount paid to each worker for each
calendar day or portion thereof for which each worker was paid less than the prevailing wage
rate shall be paid to each worker by the Consultant or subcontractor.
D. If a worker employed by a subcontractor on a public works project is not
paid the general prevailing per diem wages by the subcontractor, the Consultant is not liable for
the penalties described above unless the Consultant had knowledge of that failure of the
subcontractor to pay the specified prevailing rate of wages to those workers or unless the
Consultant fails to comply with all of the following requirements:
(1) The Agreement executed between the Consultant and the
subcontractor for the performance of work on public works projects shall include a copy of the
requirements in Labor Code §§ 1771, 1775, 1776, 1777.5, 1813, and 1815.
(2) The Consultant shall monitor the payment of the specified general
prevailing rate of per diem wages by the subcontractor to the employees by periodic review of
the certified payroll records of the subcontractor.
(3) Upon becoming aware of a subcontractor’s failure to pay the
specified prevailing rate of wages to the subcontractor’s workers, the Consultant shall diligently
take corrective action to halt or rectify the failure, including but not limited to, retaining
sufficient funds due the subcontractor for work performed on the public works project.
(4) Prior to making final payment to the subcontractor for work
performed on the public works project, the Consultant shall obtain an affidavit signed under
penalty of perjury from the Subcontractor that the subcontractor had paid the specified general
prevailing rate of per diem wages to the subcontractor’s employees on the public works project
and any amounts due pursuant to Labor Code §1813.
E. Pursuant to Labor Code §1775, The City shall notify the Consultant on a
public works project within fifteen (15) calendar days of receipt of a complaint that a
subcontractor has failed to pay workers the general prevailing rate of per diem wages.
F. If the City determines that employees of a subcontractor were not paid the
general prevailing rate of per diem wages and, if the subcontractor did not retain sufficient
money to pay those employees the balance of wages owed under the general prevailing rate of
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per diem wages, the Consultant shall withhold an amount of moneys due the subcontractor
sufficient to pay those employees the general prevailing rate of per diem wages if requested by
the City.
G. Hours of Labor. Eight (8) hours labor constitutes a legal day’s work. The
Consultant shall forfeit, as a penalty to the City, twenty-five dollars ($25) for each worker
employed by the Consultant or any of its subcontractors in the performance of the Agreement for
each calendar day during which such worker is required or permitted to work more than eight (8)
hours in any one calendar day and forty (40) hours in any one calendar week in violation of the
provisions of the Labor Code, and in particular §§1810 to 1815 thereof, inclusive, except that
work performed by employees in excess of eight (8) hours per day and forty (40) hours during
any one week, shall be permitted upon compensation for all hours worked in excess of eight (8)
hours per day and forty (40) hours in any week, at not less than one and one-half (1.5) times the
basic rate of pay, as provided in §1815.
16. Employment of Apprentices
A. Where this Agreement or any subagreement exceeds thirty thousand
dollars ($30,000), the Consultant and any subcontractors shall comply with all applicable
requirements of Labor Code §§ 1777.5, 1777.6 and 1777.7 in the employment of apprentices.
B. Consultant and any subcontractors are required to comply with all Labor
Code requirements regarding the employment of apprentices, including mandatory ratios of
journey level to apprentice workers. Prior to commencement of work, Consultant and its
subcontractors are advised to contact the DIR Division of Apprenticeship Standards website at
https://www.dir.ca.gov/das/ , for additional information regarding the employment of apprentices
and for the specific journey-to-apprentice ratios for the work under this Agreement. The
Consultant is responsible for all subcontractors’ compliance with these requirements. Penalties
are specified in Labor Code §1777.7.
17. 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.
18. 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
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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.
19. 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.
20. Termination of Agreement; Default.
A. This Agreement and all obligations hereunder may be terminated at any
time, with or without cause, by the City upon five (5) days’ written notice to Consultant.
B. If Consultant fails to perform any of its obligations under this Agreement
within the time and in the manner herein provided or otherwise violates any of the terms of this
Agreement, in addition to all other remedies provided by law, City may terminate this
Agreement immediately upon written notice. In such event, Consultant shall be entitled to
receive as full payment for all services satisfactorily rendered and expenses incurred hereunder,
an amount which bears the same ratio to the total fees specified in the Agreement as the services
satisfactorily rendered hereunder by Consultant bear to the total services otherwise required to be
performed for such total fee; provided, however, that the City shall deduct from such amount the
amount of damages, if any, sustained by City by virtue of the breach of the Agreement by
Consultant.
C. In the event this Agreement is terminated by City without cause,
Consultant shall be entitled to any compensation owing to it hereunder up to the time of such
termination, it being understood that any payments are full compensation for services rendered
prior to the time of payment.
D. Upon termination of this Agreement with or without cause, Consultant
shall turn over to the City Manager immediately any and all copies of studies, sketches,
drawings, computations, and other data, whether or not completed, prepared by Consultant or its
subcontractors, if any, or given to Consultant or its subcontractors, if any, in connection with this
Agreement. Such materials shall become the permanent property of the City. Consultant,
however, shall not be liable for the City’s use of incomplete materials nor for the City’s use of
complete documents if used for other than the project contemplated by this Agreement.
21. 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.
22. 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.
23. 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.
24. 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.
25. 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 this Agreement, Consultant shall
immediately commence work to perform the services required in accordance with the schedule
of work. In the event that the Agreement does not include a fixed schedule for completion of
work, Consultant shall diligently prosecute all work until completion.
26. 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 seventy-two (72) hours from the time of mailing if mailed as
provided in this section.
Ifto City:
If to Consultant:
City Clerk
City of Rohnert Park -City Hall
130 Avram A venue
Rohnert Park, CA 94928
Jane Rozga
GHDinc.
2235 Mercury Way, Suite 150
Santa Rosa CA 95407
27. 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,
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OAK #4854-%83-7509 vl
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OAK #4854-9683-7509 v1
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.
28. 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.
29. 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.
30. 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.
31. City Not Obligated to Third Parties. The City shall not be obligated or liable for
payment hereunder to any party other than Consultant.
32. 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.
33. 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.
34. Exhibits. The following exhibits are attached to this Agreement and incorporated
herein by this reference:
Exhibit A:
Exhibit B:
Scope of Work and Schedule of Performance
Compensation
Exhibit C: Insurance Requirements
35. 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.
36. News Releases/Interviews. All Consultant and subcontractor news releases,
media interviews, testimony at hearings and public comment shall be prohibited unless expressly
authorized by City.
37. 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.
38. 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
By: ____________ _
Marcela Piedra, City Manager
Date: --------------Per Resolution No. 2023-_adopted by the Rohnert
Park City Council at its meeting of Geteber 24 , , 1 2023 t,J<::>\li::Ml1ell-1-,
GHDINC.
_,;---iL.,,__,~
By: -~ c....-------J~c:(=
Title: \/i ' w f1 ~t-
Date: ':. I II I 2..-3
(
GHDINC
By: ~-'
Title : -,,.....,.-....,....,.,.,..,.,.--------'t-----
D ate : ______ 3 _____ __.,. ___ _
Page 14 of21
OAK #4854-9683-7509 vl
Page 15 of 21
OAK #4854-9683-7509 v1
ATTEST:
By: __________________________________
City Clerk
APPROVED AS TO FORM:
By: __________________________________
City Attorney
Exhibit A
OAK #4832-0705-4031 v1
4854-9683-7509 v1
EXHIBIT A
Scope of Work and Schedule of Performance
1
CITYWIDE TRAFFIC SIGNAL SAFETY IMPROVEMENTS
CM & Inspection Scope of Services
General
Provide construction management, contract administration, and full-time inspection for the construction of
the Citywide Traffic Signal Safety Improvements as described below.
Task 1 Project Management
Task 1.1 – Provide Management of GHD CM Services
GHD project management will include preparation and maintenance of budgets and schedules for CM
GHD services, instructions to the GHD Team, preparation of field safety instructions, and routine progress
reporting.
Task 2 Contract Management
GHD’s Construction Management Team (CMT) will act as an extension / adjunct of City staff. The CMT
will coordinate with the City to discuss project details, review schedules, provide drafts for review and
produce final documentation ready for the City signature. The CMT will provide periodic updates,
coordinate meetings and telephone calls, promptly transcribe meeting notes, and distribute.
The CMT will perform the following services:
Task 2.1 – Provide Project Coordination
Coordinate with the City staff to discuss and address issues with the project. This will be accomplished by
daily / weekly email updates of the activities that preceded the work accomplished in the time period with
issues that occurred. The weekly update will be more in depth by providing a 2-3 week look ahead on the
schedule, and will contain an ongoing list of outstanding critical issues.
Task 2.2 – Prepare and Conduct Pre-Construction Meeting
The pre-construction meeting will include the City, the design team, and the Contractor. The CM will
prepare the agenda and meeting minutes. Prior to the Pre-Construction Meeting, the CM will prepare a
draft contact list including GHD staff, the City staff, contractor and others as appropriate. Contact
information will be identified for key personnel from each agency to be contacted in the event of an
emergency. The list will be updated, finalized and distributed to all participants after the meeting, as well
as to the police and fire departments.
Task 2.3 – Conduct and Document Project Meetings
Conduct weekly progress meetings and other special technical meetings throughout the project. The CM
will prepare the agenda, describing key issues, schedule status, and potential change orders, and
distribute notes to meeting participants.
Task 2.4 – Review Contractor’s Construction Schedule
Review the Contractor’s project schedule for conformance with the specifications and for reasonableness
of activity durations and sequence. The CM will perform the following activities:
Coordinate review comments by the City and design team and transmit review comments to the
contractor.
Meet with the contractor to discuss and clarify any significant issues. Review revised schedules.
Review work progress as compared to the as-planned schedule and notify contractor of schedule
slippage.
Review schedule to determine impact of the weather and change orders on the construction
schedule. Review contractor’s updates of the construction schedule that incorporates actual
progress, weather delays, and change order impacts.
la:11 b d
2
Task 2.5 – Maintain Project Records
Maintain project records, including daily logs, inspection reports, compliance testing results, photos,
measurement of quantities, schedules, submittals, RFIs, RFCs, PCOs, change orders, monthly pay
requests, issues, and correspondence. Project records will be maintained in organized manner for quick
reference. The project records are a combination of the web-based management system and project-
specific reports.
Task 2.6 – Review and Evaluate Monthly Progress Payments
Review and evaluate monthly progress payment requests submitted by the Contractor, negotiate
differences over payment, and recommend payment to the City. Quantity vouchers will be checked and
signed independently by the CM to monitor quantities paid against estimated quantities. CM will monitor
certified payrolls. (This task was not included in the RFP Scope, may be deleted if City staff will handle.)
Task 2.7 – Prepare Monthly Status Reports
CM will prepare and submit to the City a monthly progress report, which will include
A narrative description of the progress of work and major tasks completed.
Schedule overview.
Contract change order summary.
Representative progress photos.
Summary of construction progress for the prior reporting period.
Status of significant project issues.
Task 2.8 – Requests for Information (RFIs)
Coordinate, evaluate, and manage the process of responding to RFIs. This effort includes monitoring the
electronic submittal and transmittal of RFI’s and responses as well as providing responses to inquiries
that relate to field conditions.
Construction Manager and inspectors will review all RFI’s to understand requirements and identify
potential issues.
Task 2.9 – Potential Change Orders (PCOs) and Change Orders
Coordinate and manage the change order process, including logging, reviewing them in conjunction with
design team and the City, assisting with determination of changed conditions and scope definition as
needed, developing independent cost estimates, assisting with negotiation, and incorporating change
orders into the construction contract.
Task 2.10 – Submittal and Shop Drawing Review Process
Coordinate the submittal and shop drawing review process, including logging submittals from the
Contractor, transmitting to design team for response, coordinating with design team on field status,
tracking progress, reviewing responses, and transmitting responses to the Contractor. Incomplete
submittals will be returned to the contractor prior to being submitted to the design team.
Construction Manager and inspectors will also review submittals of shop drawings, materials, test reports,
and manufacturer cut-sheets to understand installation requirements and identify potential issues.
Task 2.11 – Permit Compliance
Monitoring Contractor compliance with TCP’s included in 3.1 below.
Task 2.12 – Monitor Construction Record Drawings
CM will require the contractor to maintain construction record drawings in coordination with the progress
pay request. The drawings will be reviewed by the CM Team, annotated as appropriate, and provided to
the design engineer to update the CAD files.
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3
Task 2.13 – Monitor Labor Compliance
The Contractor’s compliance with posting certified payroll to the DIR website will be spot-checked.
Task 2.14 – Perform Claims Management
Analyse potential claims for additional compensation submitted during the construction period and make
recommendations to the City for resolution. Coordinate and monitor claims response preparation, logging
and tracking status. The Construction Manager will monitor and assist in mitigating any potential project
claim, support in defending any construction claims will be negotiated as an extra service.
Task 3 – Provide Field Inspection / Observation
Provide an on-site construction inspector / observer to monitor the contractor’s work for compliance with
the contract documents, submittals, RFIs, change orders, traffic and pedestrian control plan, public
outreach plan, and environmental compliance. Contractor’s certified payrolls will be checked and
documented by the inspector. Construction inspector will be on site full time during most operations.
Daily effort is assumed to be 8 hours per day.
Task 3.1 – Prepare Photograph or Video Documentation
Document initial site conditions prior to contractor’s commencement of construction using either still
photographs or video and will provide additional photos of construction progress periodically throughout
construction.
Task 3.2 – Document Field Changes to the Drawings and Specifications
Document field changes to the contract documents on a real-time basis during the progress of
construction.
Task 3.3–Daily Observation and Reports
Daily observation includes monitoring for compliance with the technical and administrative requirements
in the Contract Documents.
The Inspector/Observer will prepare daily observation reports. Reports will include: employee names and
labor classification, equipment identification, hours that were work and equipment utilized, weather
conditions, and issues, observations, and significant conversations between the inspector and the
contractor and public. The daily reports will have photographs and material tags.
Task 3.4 – Materials Testing and Special Inspections
Provide materials testing and special inspections as required by the Contract Documents and reflected
below. Inspection activities will be completed under Task 3.3.
Task 3.5 – Develop Punch List
Develop a preliminary punch list for the project and maintain a running punch list through the course of
the project. The CMT will schedule the City and design team to conduct final completion inspections and
issue final punch lists.
Task 3.6 – Compile Final Records
Provide the City with a complete set of project records of the project, indexed and filed, and a listing of
warranties provided under the project including the items covered and the warranty duration. The
documentation will be all in electronic format.
Task 3.7 – Prepare Final Pay Estimates
Prepare the final pay estimate and balancing change orders, prepare the Notice of Completion, and
coordinate retention release at the conclusion of construction.
Contingency
A contingency is recommended for additional services that may be required for the project. Use of the
project contingency will be based on written authorization by the City to proceed.
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4
Assumptions:
The scope of work is based on the following assumptions:
Means and Methods. The Contractor is responsible for the means and methods on the project.
Control of Contractor’s Work. The Construction Management Team (CMT) does not supervise
or direct the Work of Contractor. Contractor shall be solely responsible for and have control over
construction means, methods, techniques, sequences, and procedures and for coordinating all
portions of the Work under the Contract, unless Contract Documents give other specific
instructions concerning these matters.
Site Safety. Contractor shall be solely responsible for site safety. GHD will include safety as a
topic in weekly coordination meetings and will monitor site safety for the benefit of GHD field staff.
GHD project staff are not trained safety professionals. If a situation is recognized that poses an
immediate hazard, GHD will implement our Corporate “Stop Work Authority” as needed to
remove personnel from the potential hazard. Any safety action or incident will be reported to the
City.
Compliance with Contract Requirements. Contractor shall not be relieved of obligations to
perform the Work in accordance with the Contract Documents either by activities or duties of the
CMT in the CMT’s administration of the Contract, or by tests, inspections, or approvals required
or performed by persons other than Contractor.
Level of Effort. Assumptions regarding level of effort, including number of Work Days,
submittals, RFI’s and changes are noted in the fee proposal.
Design Services during Construction. Design tasks during the construction phase of work,
including technical review of submittals, technical responses to RFI’s, and preparation of changes
to the contract documents, are not included in the scope above.
la:11 b d
Exhibit B
OAK #4832-0705-4031 v1
4854-9683-7509 v1
EXHIBIT B
Compensation
PROJECT FEE ESTIMATING SHEET SHT #1 of 1 PROJECT NAME:Rohnert Park Citywide Signal CMPROJECT # 12621282On-Site InspectorLeitzDate9/10/2023Construction ManagerSantilenaPREPARED BY:Jane RozgaCLIENT: Rohnert ParkProject DirectorRozga FEE COMPUTATIONFinal Opinion of Probable Construction Cost LABOR CATEGORY>Project DirectorPM/RECM Proj Coord InspTOTAL Subconsultant Other Direct Costs TOTAL 50 Working Days1,300,000$ RATE> $347 $266 $257 $135 $203 HOURS/Services$6.5/hr office FEE 2 month Construction periodTASK /HR /HR /HR /HR /HR GHD fee $11.5/hr field 10 week Inspection periodTask 1 Project Management$7$6 Task 1.033310 3 months, including final Monthly Progress1,136$ 871$ 841$ -$ -$ 2,847$ -$ 59$ 2,906$ 1 Hr for P-I-C, PM, CM1$ -$ 6$ 2$ -$ 9Preconstruction - CM plan347$ -$ 1,542$ 270$ -$ 2,159$ -$ 54$ 2,213$ Sub-Total43 92191,483$ 871$ 2,383$ 270$ -$ 5,006$ -$ 113$ 5,119$ Task 2 Contract Management$6$7 Task 2.1102030 10 weekly Provide Project Coordination-$ 2,660$ 5,140$ -$ -$ 7,800$ 180$ 7,980$ 2 hrs CM, 1 PM Task 2.244412 Prepare and Conduct Preconstruction Meeting-$ -$ 1,028$ 540$ 812$ 2,380$ 72$ 2,452$ Task 2.3302050 10 weekly contractor & other meetings Conduct and Document Project Meetings-$ -$ 7,710$ 2,700$ -$ 10,410$ 300$ 10,710$ 3 hrs each CM, 2 PCTask 2.4442 monthly updateReview Contractors Construction Schedule-$ -$ 1,028$ -$ -$ 1,028$ 24$ 1,052$ 8 hrs eachTask 2.5202010 weekly Maintain Project Records-$ -$ -$ 2,700$ -$ 2,700$ 120$ 2,820$ 2 hrsTask 2.610103 pay requests, including finalReview and Evaluate Monthly Progress Payments-$ -$ 2,523$ -$ -$ 2,523$ 59$ 2,582$ 3 hrs each Task 2.733 3 months including final Prepare Monthly Progress Reports-$ -$ 841$ -$ -$ 841$ 20$ 861$ 1 hrs for writing each CMTask 2.8126186Assumed Number of RFI's/RFC'sRespond to RFI's -$ -$ 3,084$ 810$ -$ 3,894$ 108$ 4,002$ 2 hrs each CM, 50% coord Task 2.966 2Assumed Number of PCO's Prepare PCO's and Change Orders -$ -$ 1,542$ -$ -$ 1,542$ 36$ 1,578$ 3 hrs each CM Task 2.1015 15 30 15Assumed Number of shop drawings/submittals Coordinate Submittal and Shop Drawing Review -$ -$ 3,855$ 2,025$ -$ 5,880$ 180$ 6,060$ 1 hrs each CM & coordTask 2.1110 weeks;Monitor Permit Compliance -$ -$ -$ -$ -$ -$ -$ -$ hrs each CMMonitoring TCP's included in 3.1Task 2.122 2 2 MonthsMonitor Construction Record Drawings -$ -$ -$ -$ 461$ 461$ 14$ 475$ 1 hrs per monthTask 2.1355Monitor Labor Compliance675$ 675$ -$ 30$ 705$ 0.5 hrs per week, check DIR siteTask 2.14 6 8 14Perform Claims Management -$ 1,596$ 2,056$ -$ -$ 3,652$ 84$ 3,736$ Sub-Total16 108 50 6 180-$ 4,256$ 27,779$ 6,750$ 1,273$ 40,059$ -$ 1,226$ 45,013$ Task 3: Field Inspection/Observation11.50 Task 3.1400400 8.0 avg hrs per day inspection 5 hours per day inspectio Provide Field Inspection/Observation-$ -$ -$ -$ 81,200$ 81,200$ 4,600$ 85,800$ 50 working daysworking daysTask 3.266Prior to Pre-construction Prepare Photograph and Video Documentation-$ -$ -$ -$ 1,218$ 1,218$ 69$ 1,287$ Task 3.3Included in Task 3.1Field Changes-$ -$ -$ -$ -$ -$ -$ -$ Task 3.4Hours are included in Task 3.1Prepare Daily Observation Reports-$ -$ -$ -$ -$ -$ -$ -$ Task 3.5Materials Testing-$ -$ -$ -$ -$ -$ -$ -$ -$ Coord time included in Task 3.1Task 3.6Develop Punchlists-$ -$ -$ -$ -$ -$ -$ -$ See belowTask 3.7Record Drawings, warranty itemsCompile Final Documents-$ -$ -$ -$ -$ -$ -$ -$ indexes, logs and bindersSEE BELOWTask 3.824410Final pay request, coordinate retention releasePrepare Final Pay Estimate-$ -$ 514$ 540$ 812$ 1,866$ 115$ 1,981$ Notice of CompletionSub-Total24 410416-$ -$ 514$ 540$ 83,230$ 84,284$ -$ 4,784$ 89,068$ 89068checkTask 4: Project CompletionTask 4.14812Project Completion and Punchlist -$ -$ 1,028$ -$ 1,624$ 2,652$ 72$ 2,724$ Task 4.216 4 4Project Documents -$ -$ -$ 2,160$ 812$ 2,972$ 24$ 2,996$ Sub-Total41612 16-$ -$ 1,028$ 2,160$ 2,436$ 5,624$ -$ 96$ 5,720$ Task 5: Public Outreach$6Not included$6Vehicle expense5,000$ 5,000$ 100$ Per DayContingency$6$6-$ Project Totals41912372 428631 1,483$ 5,127$ 31,704$ 9,720$ 86,939$ 134,973$ -$ 6,225$ 149,920$ 134,973$ checkAssumes no formal claims. Time is for meetings & communication to resolve field issues * OTHER DIRECT COSTS Include: Telephone, Mileage, Printing, Photo-copies and other misc. direct expenses.
4854-9683-7509 v1
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 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).
4854-9683-7509 v1
Exhibit C
OAK #4832-0705-4031 v1
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.
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
4854-9683-7509 v1
Exhibit C
OAK #4832-0705-4031 v1
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.
CERTIFICATE OF CONSULTANT
I HEREBY CERTIFY that I am the Vice President, and a duly authorized
representative of the firm of GHD Inc., whose address is 2235 Mercury Way, Suite 150,
Santa Rosa CA, 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.
11/3/23
Date Signature
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