HomeMy WebLinkAbout2026/02/24 City Council Resolution 2026-019 RESOLUTION NO. 2026-019
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ROHNERT PARK
AUTHORIZING THE CITY MANAGER TO EXECUTE MASTER AGREEMENTS
FOR CONSULTANT SERVICES WITH 15000 INCORPORATED, ALPHACM, INC.,
AZAD ENGINEERING PC, BELLECCI & ASSOCIATES, INC. DBA SANBELL BAY
AREA, BORRELLI AND ASSOCIATES, INC., CALLANDER ASSOCIATES
LANDSCAPE ARCHITECTURE, INC., CARLILE.MACY, INC., COAR DESIGN
GROUP, DAVID J. POWERS & ASSOCIATES, INC., DAVID L. GATES &
ASSOCIATES, INC. DBA GATES STUDIO, DEVELOPMENT COMPLIANCE
SOLUTIONS INC., EBA ENGINEERING, EMC PLANNING GROUP, INC., FCS
INTERNATIONAL, INC. DBA FIRSTCARBON SOLUTIONS, FREYER& LAURETA,
INC., GHIRARDELLI ASSOCIATES, INC., HALEY & ALDRICH, INC., INTEGRA
LANDSCAPE ARCHITECTURE,INC., INTERACTIVE RESOURCES, INC., ISI
INSPECTION SERVICES, INC., KITCHELL/CEM, INC., MARK THOMAS &
COMPANY, INC., MATRISCOPE ENGINEERING LABORATORIES, INC., SONOMA
RSA, INCORPORATED, SCHAAF & WHEELER, CONSULTING CIVIL ENGINEERS,
SWA GROUP,VERDE DESIGN, INC.,AND ZFA STRUCTURAL ENGINEERS
WHEREAS; staff hires consultants to provide knowledge and support in areas where the
staff require additional expertise; and
WHEREAS, the City desires assistance from municipal engineering firms, design
service firms, and specialty consulting firms; and
WHEREAS, there is a need to call on outside consultants to assist in various private and
public projects for design, construction management, consulting, and other services as needed;
and
WHEREAS, in accordance with the City's Purchasing Policy, staff has issued a request
for qualifications, reviewed qualification submittals and recommends contracting with 15000
Incorporated, A1phaCM, Inc., AZAD Engineering PC, Bellecci & Associates, Inc. DBA Sanbell
Bay Area, Borrelli and Associates, Inc., Callander Associates Landscape Architecture, Inc.,
Carlile.Macy, Inc., COAR Design Group, David J. Powers & Associates, Inc., David L. Gates &
Associates, Inc. DBA Gates Studio, Development Compliance Solutions Inc., EBA Engineering,
EMC Planning Group, Inc., FCS International, Inc. DBA FirstCarbon Solutions, Freyer&
Laureta, Inc., Ghirardelli Associates, Inc., Haley & Aldrich, Inc., Integra Landscape
Architecture, Inc., Interactive Resources, Inc., ISI Inspection Services, Inc., Kitchell/CEM, Inc.,
Mark Thomas & Company, Inc., MatriScope Engineering Laboratories, Inc., Schaaf& Wheeler,
Consulting Civil Engineers, Sonoma RSA, Incorporated, SWA Group, Verde Design, Inc., and
ZFA Structural Engineers to provide ongoing consulting services to the City; and
WHEREAS, specific assignments under these Master Agreements for Consultant
Services will be awarded as Task Orders consistent with the City's Purchasing Policy.
NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Rohnert
Park that it does hereby authorize and approve the Master Agreements for Consultant Services
included as Exhibit A through AE are approved, subject to minor revisions by the City
Manager or City Attorney; and
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
as follows:
1. With 15000 Incorporated, a California corporation, for mechanical and plumbing
engineering services, including design, and other services as needed with their
scope and rates shown in Exhibit A; and
2. With AlphaCM, Inc., a California corporation, for construction management,
inspection services, and other services as needed with their scope and rates shown
in Exhibit B; and
3. With AZAD Engineering PC, a California professional corporation, for
construction management, inspection services, civil engineering, cost estimating,
and other services as needed with their scope and rates shown in Exhibit C; and
4. With Bellecci & Associates DBA Sanbell Bay Area, a California corporation, for
surveying services, civil infrastructure engineering, community planning,
construction management, inspection services, landscape architecture, street
design, GIS mapping, traffic engineering, transportation engineering, utility
design, and other services as needed with their scope and rates shown in Exhibit
D; and
5. With Borrelli and Associates, Inc., a California corporation, for electrical
engineering, network design, and other services as needed with their scope and
rates shown in Exhibit E; and
6. With Callander Associates Landscape Architecture, Inc., a California corporation,
for park and facility condition assessments, grant assistance, landscape
architecture, public outreach, and other services as needed with their scope and
rates shown in Exhibit F; and
7. With Carlile.Macy, Inc., a California corporation, for engineering and design
services, cost estimating, landscape architecture, land surveying services, public
outreach, and other services as needed with their scope and rates shown in
Exhibit G; and
8. With COAR Design Group, a California corporation, for architectural consulting,
design services, and other services as needed with their scope and rates shown in
Exhibit H; and
9. With David J. Powers & Associates, Inc., a California corporation, for
environmental compliance, permitting consultant services, and other services as
needed with their scope and rates shown in Exhibit I; and
10. With David L. Gates & Associates, Inc. DBA Gates Studio, a California
corporation, for parks and landscape design, urban design, park facility master
planning, public outreach, other services as needed with their scope and rates
shown in Exhibit J; and
11. With Development Compliance Solutions Inc., a California corporation, for code
compliance, building plan review, building inspections, planning, construction
management, public outreach, environmental review, fire inspections, fire plan
review, CASp assistance, and other services as needed with their scope and rates
shown in Exhibit K; and
12. With EBA Engineering, a California corporation, for civil engineering, land
surveying, environmental consulting and review, stormwater management,
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construction management, inspection services, geologic and hydrogeologic
services, soil and groundwater remediation, and other services as needed with
their scope and rates shown in Exhibit L; and
13. With EMC Planning Group, Inc., a California corporation, for GIS and mapping
services, grant assistance, environmental consulting services, archeologist
support, and other services as needed with their scope and rates shown in Exhibit
M; and
14. With FCS International, Inc. DBA FirstCarbon Solutions, a California
corporation, for environmental consulting services, environmental analysis,
regulatory permitting, environmental documentation, cultural resource
management, GIS services, grant writing services, and other services as needed
with their scope and rates shown in Exhibit N; and
15. With Freyer& Laureta, Inc., a California corporation, for civil engineering and
design services for water, sewer and storm drain, surveying, construction
management, plan review, low impact development review, hydrology and flood
control studies, master planning, and other services for municipal utilities as
needed with their scope and rates shown in Exhibit 0; and
16. With Ghirardelli Associates, Inc., a California corporation, for construction
management, inspection services, public outreach, negotiation support,permit and
plan review, surveying, low impact development design review, feasibility
studies, condition assessments, grant assistance, and other services as needed with
their scope and rates shown in Exhibit P; and
17. With Haley & Aldrich, Inc., a Delaware corporation, for emergency assessment
consulting, geotechnical engineering, geo-civil-structural design, construction
management, GIS services,plan review special inspection and testing, regulatory
compliance, and other services as needed with their scope and rates shown in
Exhibit Q; and
18. With Integra Landscape Architecture, Inc., a California corporation, for
playground safety inspections, landscape architecture for parks and streetscapes,
irrigation auditing, plan check review, construction administration, master
planning, permit assistance, and other services for utilities as needed with their
scope and rates shown in Exhibit R; and
19. With Interactive Resources, Inc., a California corporation, for structural
engineering, architectural design, master planning, historic preservation,
feasibility studies, building condition assessments, design services, construction
administration, accessibility services,public outreach, and other services as
needed with their scope and rates shown in Exhibit S; and
20. With ISI Inspection Services, Inc., a California corporation, for construction
inspection, geotechnical services, materials testing, and other services as needed
with their scope and rates shown in Exhibit T; and
21. With Kitchell/CEM, Inc., a California corporation, for facility condition
assessments, design services, and other services as needed with their scope and
rates shown in Exhibit U; and
22. With Mark Thomas & Company, Inc., a California corporation, for civil and
structural engineering, surveying and mapping, right-of-way engineering,
landscape architecture and urban design, planning, construction management,
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grant funding support services, roadway improvements, transportation services,
structural engineering, utility coordination and location, drainage and water
quality, environmental compliance, and other services as needed with their scope
and rates shown in Exhibit V; and
23. With MatriScope Engineering Laboratories, Inc., a California corporation, for
bedrock excavation studies, construction special inspection services, material
sampling and testing, geotechnical services, seismic surveys, soil and engineering
reporting, earthquake ground response analyses, foundation investigations, x-ray
and isotope radiography, ultrasonic inspection, weld inspection and testing, steel
fabrication inspection, soil compaction testing and inspection, magnetic particle
inspection, liquid penetrant inspection, and other services as needed with their
scope and rates shown in Exhibit W; and
24. With Schaaf& Wheeler, Consulting Civil Engineers, a California corporation, for
hydraulic and hydrology engineering services, flood control analyses, watershed
assessments, water quality, stormwater management and drainage services,
wastewater system master planning, recycled water systems planning,
construction management, project management, and design of water resources
infrastructure which include flood control, stormwater, wastewater, potable water,
recycled water, and other services for municipal utilities as needed with their
scope and rates shown in Exhibit X; and
25. With Sonoma RSA, Incorporated, a California corporation, for civil engineering,
surveying,joint trench design, utility location services, and other services as
needed with their scope and rates shown in Exhibit Y; and
26. With SWA Group, a California sole proprietorship, for landscape architecture,
urban design, and planning relating to parks, open spaces, streetscapes, trails,
civic facilities, ecological restoration, and other services as needed with their
scope and rates shown in Exhibit Z; and
27. With Verde Design, Inc., a California corporation, for landscape architecture,
civil engineering, planning, design, construction administration of public
recreational and athletic facilities, and other services as needed with their scope
and rates shown in Exhibit AA; and
28. With ZFA Structural Engineers, a California corporation, for structural
engineering services, structural assessments, feasibility studies, seismic
evaluations and retrofits, bridge design, park facilities, retaining walls, new
construction, site-related structures, upgrading historic and aging facilities,
modernizations and renovations, phasing for occupied facilities, equipment
foundations and anchorage, and other services as needed with their scope and
rates shown in Exhibit AB.
DULY AND REGULARLY ADOPTED BY THE CITY COUNCIL OF THE CITY
OF ROHNERT PARK ON this 24th day of February, 2026.
CITY OF ROHNERT PARK
EmilySorn, ayor ---�
Resolution 2026-019
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ATTEST:
Elizabeth achado, ssistant City Clerk
APPROVED AS TO FORM:
(COL&‘'`-
Karen Murphy, Deputy ity Attome
Attachments: Exhibit A through AB
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Resolution 2026-019
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OAK #4862-8048-1163 (Rev 10-23)
MASTER AGREEMENT FOR CONSULTANT SERVICES
This MASTER AGREEMENT FOR CONSULTANT SERVICES (“Agreement”) is
entered into as of the 10th day of February, 2026, by and between the City of Rohnert Park
(“City”), a California municipal corporation, and 15000 Incorporated (“Consultant”), a
California corporation, with reference to the following facts, understandings and intentions.
Recitals
WHEREAS, City desires to obtain services designated in Exhibit A; and
WHEREAS, Consultant hereby warrants to City that Consultant is skilled and able to
provide such services described in Section 3 of this Agreement; and
WHEREAS, City desires to retain Consultant pursuant to this Agreement to provide the
services described in Section 3 of this Agreement, subject to the terms and conditions of this
Agreement
Agreement
NOW, THEREFORE, in consideration of their mutual covenants, the parties hereto agree
as follows:
1. Incorporation of Recitals. The recitals and all defined terms set forth above are
hereby incorporated into this Agreement as if set forth herein in full.
2. Project Coordination. Authorized representatives shall represent City and
Consultant in all matters pertaining to this Agreement.
A. City. The City Manager or his/her designee shall represent City for all
purposes under this Agreement, except where approval for the City is specifically required by the
City Council. The CIP Program Manager is hereby designated as the project manager (“Project
Manager”). The Project Manager shall supervise the progress and execution of this Agreement.
B. Consultant. Consultant shall assign Jay Takacs to have overall
responsibility for the progress and execution of this Agreement for Consultant.
3. Scope and Performance of Services
A. Scope of Services. Subject to such policy direction and approvals as City
may determine from time to time, Consultant shall perform the type of services generally set out
in the Scope of Work attached hereto as Exhibit A and incorporated herein by reference.
Consultant shall be assigned to provide particular services pursuant to the requirements of a task
order that has been issued in conformance with the City’s Purchasing Policy (“Task Order”)
executed by Consultant and City.
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
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executed agreement from City and obtaining and delivering the required insurance coverage, and
satisfactory evidence thereof, to City. Consultant shall perform its services in accordance with
the schedule attached to the Task Order. Any changes to these dates in either this Section 3 or
the Task Order shall be approved in writing by the Project Manager.
C. Standard of Quality. City relies upon the professional ability of
Consultant as a material inducement to entering into this Agreement. All work performed by
Consultant under this Agreement shall be performed (1) with due diligence, using its best efforts
to perform and coordinate all activities in a timely manner; (2) in accordance with all applicable
legal requirements; and (3) with the standard of quality ordinarily 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: (1) for services provided
directly under this Agreement be at the rate and schedules more particularly described in Exhibit
B, attached hereto and incorporated by this reference; or (2) for services authorized by Task
Orders, be at the rate and schedules specified by said Task Order. However, in no event shall the
amount City pays to Consultant for services provided directly under this Agreement exceed
fifteen thousand dollars ($15,000.00); nor shall the amount City pays to Consultant for work
done by Task Order exceed the total compensation specified by the Task Order. City’s
obligation to pay compensation to Consultant as provided herein is contingent upon Consultant’s
compliance with the terms and conditions of this Agreement and any amendments thereto.
Payment by City under this Agreement shall not be deemed a waiver of unsatisfactory work,
even if such defects were known to the City at the time of payment.
B. Timing of Payment. City shall pay Consultant as compensation in full for
such services and expenses for the different elements of the scope of work as follows:
(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.
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C.Changes in Compensation. Consultant will not undertake any work that
will incur costs in excess of the amount set forth in Section 4(A) of this Agreement without prior
written amendment to this Agreement. City shall have the right to amend the Scope of Work
within the Agreement by written notification to the Consultant. In such event, the compensation
and time of performance shall be subject to renegotiation upon written demand of either party to
the Agreement. Consultant shall not commence any work exceeding the Scope of Work without
prior written authorization from the City. Failure of the Consultant to secure City’s written
authorization for extra or changed work shall constitute a waiver of any and all right to
adjustment in the contract price or time due, whether by way of compensation, restitution,
quantum meruit, etc. for work done without the appropriate City authorization.
D.Taxes. Consultant shall pay all taxes, assessments and premiums under
the federal Social Security Act, any applicable unemployment insurance contributions, Workers
Compensation insurance premiums, sales taxes, use taxes, personal property taxes, or other taxes
or assessments now or hereafter in effect and payable by reason of or in connection with the
services to be performed by Consultant.
E.No Overtime or Premium Pay. Consultant shall receive no premium or
enhanced pay for work normally understood as overtime, i.e., hours that exceed forty (40) hours
per work week, or work performed during non-standard business hours, such as in the evenings
or on weekends. Consultant shall not receive a premium or enhanced pay for work performed on
a recognized holiday. Consultant shall not receive paid time off for days not worked, whether it
be in the form of sick leave, administrative leave, or for any other form of absence.
F.Litigation Support. Consultant agrees to testify at City’s request if
litigation is brought against City in connection with Consultant’s work product. Unless the
action is brought by Consultant or is based upon Consultant’s negligence, City will compensate
Consultant for the preparation and the testimony at Consultant’s standard hourly rates, if
requested by City and not part of the litigation brought by City against Consultant.
5.Term. The term of this Agreement shall commence on the date of its execution
by both parties and shall continue in full force and effect until December 31, 2029, unless earlier
terminated in accordance with this Agreement. Notwithstanding the foregoing, this Agreement
may be extended for successive one-year term(s) upon mutual, written approval by the City
Manager or his/her designee and Consultant. Work authorized by a separate Task Order as
contemplated by this Agreement shall be performed in accordance with the schedule set forth in
the Task Order.
6.Inspection. Consultant shall furnish City with every reasonable opportunity for
City to ascertain that the services of Consultant are being performed in accordance with the
requirements and intentions of this Agreement. All work done and all materials furnished, if
any, shall be subject to the Project Manager’s inspection and approval. The inspection of such
work shall not relieve Consultant of any of its obligations to fulfill the Agreement as prescribed.
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,
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prepared or obtained by the Consultant under the Agreement shall be vested in City, none of
which shall be used in any manner whatsoever, by any person, firm, corporation, or agency
without the expressed written consent of the City. Consultant shall assume no responsibility for
the unintended use by others of such final work products which are not related to the scope of the
services described under this Agreement. Basic survey notes and sketches, charts, computations,
and other data prepared or obtained under the Agreement shall be made available, upon request,
to City without restriction or limitations on their use. Consultant may retain copies of the above-
described information but agrees not to disclose or discuss any information gathered, discussed
or generated in any way through this Agreement without the written permission of City during
the term of this Agreement, unless required by law.
8. Employment of Other Consultants, Specialists or Experts. Consultant will not
employ or otherwise incur an obligation to pay other consultants, specialists or experts for
services in connection with this Agreement without the prior written approval of the City.
9. Conflict of Interest Requirements.
A. Consultant covenants and represents that neither it, nor any officer or
principal of its firm, has, or shall acquire any investment, income, business entity, interest in real
property, or other interest, directly or indirectly, which would conflict in any manner with the
interests of City, hinder Consultant’s performance of services under this Agreement, or be
affected in any manner or degree by performance of Consultant’s services hereunder. Consultant
further covenants that in the performance of the Agreement, no person having any such interest
shall be employed by it as an officer, employee, agent, or subcontractor without the express
written consent of the City. Consultant agrees at all times to avoid conflicts of interest, or the
appearance of any conflicts of interest, with the interests of the City in the performance of the
Agreement.
B. Consultant is not a designated employee within the meaning of the
Political Reform Act because Consultant:
(1) will not have the power to make any governmental decision,
including whether to: approve any rates, rules, regulations, policies, standards, or guidelines of
the City or any of its subdivisions; adopt or enforce any laws; issue, deny, suspend, or revoke
any permit, license, application, certificate, order, or any similar authorization or entitlement;
authorize, modify, or renew any form of City contract; grant approval to any City contract
specifications on behalf of the City; or grant City approval for any plans, designs, reports, or
similar; and
(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” includes 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
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(3) will not perform the same duties for the City that would otherwise
be performed by a staff member required to report under the City’s conflict of interest code.
(2 Cal. Code Regs. § 18700.3.)
10. Liability of Members and Employees of City. No member of the City and no
other officer, elected official, employee or agent of the City shall be personally liable to
Consultant or otherwise in the event of any default or breach of the City, or for any amount
which may become due to Consultant or any successor in interest, or for any obligations directly
or indirectly incurred under the terms of this Agreement. To the maximum extent permitted by
law, the City shall have no liability or responsibility for any accident, loss, or damage to any
work performed under this Agreement whether prior to its completion or acceptance or
otherwise.
11. Indemnity.
A. Indemnification. To the fullest extent permitted by law, Consultant shall,
at its own expense, indemnify, protect, defend (by counsel reasonably satisfactory to the City)
and hold harmless City and any and all of its officers, officials, employees, agents and volunteers
(“Indemnified Parties”) from and against any and all liability (including liability for claims,
demands, damages, obligations, suits, actions, arbitration proceedings, administrative
proceedings, regulatory proceedings, losses, expenses or costs of any kind, whether actual,
alleged or threatened, including attorneys’ fees and costs, court costs, interest, defense costs and
expert witness fees) of any nature (“Liability”), whether actual, alleged or threatened, which
arise out of, pertain to, or relate to the performance or failure to comply with this Agreement,
regardless of any fault or alleged fault of the Indemnified Parties.
1. 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.
2. The only exception to Consultant’s responsibility to indemnify,
protect, defend, and hold harmless the Indemnified Parties from Liability is due to the active
negligence or willful misconduct of City or its elective or appointive boards, officers, agents and
employees.
B. Scope of Obligation. Consultant’s duty to indemnify, protect, defend and
hold harmless as set forth in this Section 11 shall include the duty to defend (by counsel
reasonably satisfactory to the City) as set forth in California Civil Code § 2778. This
indemnification obligation is not limited in any way by any limitation on the amount or type of
damages or compensation payable by or for Consultant under worker’s compensation, disability
or other employee benefit acts or the terms, applicability or limitations of any insurance held or
provided by Consultant and shall continue to bind the parties after termination/completion of this
agreement. This indemnification shall be regardless of, and not in any way limited by, the
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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.
C. Consultant’s duty to indemnify, protect, defend and hold harmless as set
forth in this Section 11 shall not be excused because of the Consultant’s inability to evaluate
Liability, or because the Consultant evaluates Liability and determines that the Consultant is not
or may not be liable. 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 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 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 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.
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C. Prevailing Wage. Consultant and Consultant’s subcontractors (if any)
shall, to the extent required by the California Labor Code, pay not less than the latest prevailing
wage rates to workers and professionals as determined by the Director of Industrial Relations of
the State of California pursuant to California Labor Code, Part 7, Chapter 1, Article 2. Copies of
the applicable wage determination are on file at the City’s office of the City Clerk.
D. Injury and Illness Prevention Program. Consultant certifies that it is aware
of and has complied with the provisions of California Labor Code § 6401.7, which requires
every employer to adopt a written injury and illness prevention program.
E. Business Licenses. Unless exempt by law, Consultant and all
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. Confidential Information. All data, documents, discussions or other information
developed or received by or for Consultant in performance of this Agreement are confidential
and not to be disclosed to any person except as authorized by City, or as required by law.
15. Assignment; Subcontractors; Employees
A. Assignment. Consultant shall not assign, delegate, transfer, or convey its
duties, responsibilities, or interests in this Agreement or any right, title, obligation, or interest in
or to the same or any part thereof without the City’s prior written consent, which shall be in the
City’s sole discretion. Any assignment without such approval shall be void and, at the City’s
option, shall immediately cause this Agreement to terminate.
B. Subcontractors; Employees. Consultant shall be responsible for
employing or engaging all persons necessary to perform Consultant’s services hereunder. No
subcontractor of Consultant shall be recognized by the City as such; rather, all subcontractors are
deemed to be employees of Consultant, and Consultant agrees to be responsible for their
performance. Consultant shall give its personal attention to the fulfillment of the provisions of
this Agreement by all of its employees and subcontractors, if any, and shall keep the work under
its control. If any employee or subcontractor of Consultant fails or refuses to carry out the
provisions of this Agreement or appears to be incompetent or to act in a disorderly or improper
manner, it shall be discharged immediately from the work under this Agreement on demand of
the Project Manager.
16. Insurance. Without limiting Consultant’s indemnification provided herein,
Consultant shall, at its own expense, procure and maintain insurance that complies with the
requirements set forth in Exhibit C to this Agreement, which is attached hereto and incorporated
by reference. Consultant shall upon thirty (30) days’ written notice comply with any changes in
the amounts and terms of insurance as may be required from time-to-time by City’s risk
manager.
17. Termination of Agreement; Default.
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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 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 Consultant’s breach of the Agreement.
C. In the event City terminates this Agreement without cause, Consultant
shall be entitled to any compensation owed to it up to the time of such termination, it being
understood that any payments are full compensation for services rendered prior to the time of
payment.
D. Upon termination of this Agreement with or without cause, Consultant
shall turn over to the City Manager immediately any and all copies of studies, sketches,
drawings, computations, and other data, whether or not completed, prepared by Consultant or its
subcontractors, if any, or given to Consultant or its subcontractors, if any, in connection with this
Agreement. Such materials shall become the permanent property of the City. Consultant,
however, shall not be liable for the City’s use of incomplete materials nor for the City’s use of
complete documents if used for other than the project contemplated by this Agreement.
18. Suspension. The City shall have the authority to suspend this Agreement and the
services contemplated herein, wholly or in part, for such period as it deems necessary due to
unfavorable conditions or to the failure on the part of the Consultant to perform any provision of
this Agreement. Consultant will be paid for satisfactory services performed prior to the date of
suspension. During the period of suspension, Consultant shall not receive any payment for
services or expenses incurred by Consultant by reason of such suspension.
19. Merger; Amendment. This Agreement constitutes the complete and exclusive
statement of the agreement between City and Consultant and shall supersede all prior
negotiations, representations, or agreements, either written or oral. This document may be
amended only by written instrument, signed by both the City and Consultant. All provisions of
this Agreement are expressly made conditions.
20. Interpretation. This Agreement shall be interpreted as though it was a product of
a joint drafting effort, and no provisions shall be interpreted against a party on the ground that
said party was solely or primarily responsible for drafting the language to be interpreted.
21. Litigation 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
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court will not be bound by any court fee schedule, but shall, if it is in the interest of justice to do
so, award the full amount of costs, expenses, and attorneys’ fees paid or incurred in good faith.
22.Time Is of the Essence. Time is of the essence in this Agreement. Upon receipt
of a written notice from City to proceed with work required by a Task Order, Consultant shall
immediately commence work to perform the services required by that Task Order according to
the time requirements set in the Task Order.
23.Written Notification. Any notice, demand, request, consent, approval or
communication that either party desires or is required to give to the other party shall be in
writing and either served personally or sent by prepaid, first-class mail. Any such notice,
demand, etc. shall be addressed to the other party at the address set forth below. Either party
may change its address by notifying the other party in writing 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.
If to City: City Clerk
City of Rohnert Park - City Hall
130 Avram Avenue
Rohnert Park, CA 94928
If to Consultant: 15000 Incorporated
Attn: Jay Takacs
6085 State Farm Drive
Rohnert Park, CA 94928
24. Consultant’s Books and Records.
A.Consultant shall maintain any and all ledgers, books of account, invoices,
vouchers, canceled checks, and other records or documents evidencing or relating to charges for
services, or expenditures and disbursements charged to City and all documents and records
which demonstrate performance under this Agreement for a minimum period of three (3) years,
or for any longer period required by law, from the date of termination or completion of this
Agreement.
B.Any records or documents required to be maintained pursuant to this
Agreement shall be made available for inspection or audit, at any time during regular business
hours, upon written request by the City Attorney, City Auditor, City Manager, or a designated
representative of any of these officers. Copies of such documents shall be provided to City for
inspection when it is practical to do so. Otherwise, unless an alternative is mutually agreed
upon, the records shall be available at Consultant’s address indicated for receipt of notices in this
Agreement.
C.The City may, by written request by any of the above-named officers,
require that custody of the records be given to the City and that the records and documents be
maintained in the City Manager's office.
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25. Agreement Is Binding. The terms, covenants, and conditions of this Agreement
shall apply to, and shall bind, the heirs, successors, executors, administrators, assigns, and
subcontractors of both parties.
26. Equal Employment Opportunity. Consultant is an equal opportunity employer
and agrees to comply with all applicable state and federal regulations governing equal
employment opportunity. Consultant will not discriminate against any employee or applicant for
employment because of race, religion, age, sex, creed, color, sexual orientation, marital status or
national origin. Consultant will take affirmative action to ensure that applicants are treated
during such employment without regard to race, religion, age, sex, creed, color, sexual
orientation, marital status, or national origin. Such action shall include, but shall not be limited
to, the following: employment, upgrading, demotion, or transfer; recruitment or recruitment
advertising; lay-offs or termination; rates of pay or other forms of compensation; and selection
for training, including apprenticeship. Consultant further agrees to post in conspicuous places,
available to employees and applicants for employment, notices setting forth the provisions of this
nondiscrimination clause.
27. Non-Exclusive Agreement. This is a non-exclusive agreement. City reserves the
right to provide, and to retain other consultants to provide, services that are the same or similar to
the services described in this Agreement.
28. City Not Obligated to Third Parties. The City shall not be obligated or liable for
payment hereunder to any party other than Consultant.
29. Remedies/Waiver. No failure on the part of either party to exercise any term,
covenant, condition, right or remedy hereunder shall operate as a waiver of any other term,
covenant, condition, right or remedy that such party may have hereunder. All remedies
permitted or available under this Agreement, or at law or in equity, are cumulative and
alternative. As a condition precedent to commencing legal action involving a claim or dispute
against the City arising from this Agreement, 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.
30. Severability. If any one or more of the provisions contained herein shall for any
reason be held to be invalid, illegal or unenforceable in any respect, then such provision or
provisions shall be deemed severable from the remaining provisions hereof, and such invalidity,
illegality, or unenforceability shall not affect any other provision hereof, and this Agreement
shall be construed as if such invalid, illegal, or unenforceable provision had not been contained
herein.
31. Exhibits. The following exhibits are attached to this Agreement and incorporated
herein by this reference:
A. Exhibit A: Scope of Work and Schedule of Performance
B. Exhibit B: Compensation
C. Exhibit C: Insurance Requirements
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32. Execution. This Agreement may be executed in several counterparts, each of
which shall constitute one and the same instrument and shall become binding upon the parties
when at least one copy hereof shall have been signed by both parties hereto. In approving this
Agreement, it shall not be necessary to produce or account for more than one such counterpart.
The parties hereby expressly agree to the use of electronic signatures, which shall be deemed to
have the same effect as an original signature.
33.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.
34.Applicable Law; Venue. This Agreement shall be construed and interpreted
according to California law. In the event that suit shall be brought by either party hereunder, the
parties agree that a trial of such action shall be held exclusively in a state court in the County of
Sonoma, California.
35. Authority. Each individual executing this Agreement on behalf of one of the
parties represents that he or she is duly authorized to sign and deliver the Agreement on behalf of
such party and that this Agreement is binding on such party in accordance with its terms.
IN WITNESS WHEREOF, City and Consultant have executed this Agreement as of the date first
above written.
CITY OF ROHNERT PARK 15000 INCORPORATED
By: __________________________________
Marcela Piedra, City Manager
By:
Jay Takacs, CEO
Date: _______________________________ Date:
15000 INCORPORATED
By:
Matthew Torre, Vice President & Treasurer
Date:
Per Resolution No. 2026-______adopted by the Rohnert
Park City Council at its meeting of February 10, 2026.
By: _________________________________
Tracy Rankin, Interim Risk Manager (Date)
By: _________________________________
Betsy Howze, Finance Director (Date)
APPROVED AS TO FORM:
By: __________________________________
City Attorney
ATTEST:
By: __________________________________
City Clerk
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1/28/2026
1/27/2026
-----------------------
February 24th, 2026.
P.O. Box 6028 | Santa Rosa, CA 95406
www.15000inc.com
Palm Springs, CA ● Rohnert Park, CA ● Las Vegas, NV
Exhibit A - Scope of Services
We are proud to provide a comprehensive list of services provided by 15000 Inc. In all cases, work referenced
herein is performed under the direct supervision of the licensed professional in each discipline and scope.
ENGINEERING
•Professional Engineering Services, Mechanical (PE)
•Professional Engineering Services, Plumbing (PE)
•Automatic Fire Suppression System Design
•Computational Fluid Dynamics
•Odor Mitigation System Design (ACOM)
•Material Selection & Technical Specifications (CSI)
•Fluid Mechanic Simulations
•Pressure drop analysis
•Thermal Analysis and Heat Lose Calculations
•Greenhouse Gas Analysis
ENERGY & ANALYSIS
•Title 24 Documentation & Compliance (CEBEC)
•CalGreen Inspection (CGI)
•Energy Compliance Documentation
•Building Load Calculations (CEBEC)
•Return-on-Investment Calculations
•Life-Cycle Analysis
•Energy Efficiency Audits
THEORETICAL ANALYSIS
•Building System Analysis
•ASTM E2018 Condition Building Analysis
•Thermographic Modeling
•Hydraulic Analysis
•Building Information Modeling (BIM)
•Virtual Clash Detection
•Research & Development
PRE-DESIGN SERVICES
•Forensic Discovery & Analysis
•As-Built Generation
•Expert witness testimony
•Project Peer Reviews
•Risk Assessment & SOP Documentation
PRE-DESIGN SERVICES
•Site Analysis & Thermal Massing Analysis
•Owner’s Project Requirements (ACG)
•Author AHJ Codes & Regulations
•Engineering Cost Estimates
DOCUMENTATION & SYSTEMS
•HVAC System Design
•ISO Clean Room Designs
•C1/D1-C1/D2 Analysis & System Design
•Oxygen Depletion Systems
•CO2 Emergency Evacuation Systems
•Process Waste Systems
•Grease Waste Systems
•Sanitary Sewer System Design
•Process Piping Systems
•Compressed Air System Design
•Ventilation Compliance Calculations
•Allowable Refrigerant Calculations
•Glycol Distribution Solutions
•Welding System Designs
CONSTRUCTION & COMPLIANCE
•Construction Management Services (PMP)
•Plan Check Services
•Construction Inspection Services
•Routine Inspection & Field Reports
POST-CONSTRUCTION
•Code Enforcement & Inspections
•Touch Point Reduction Strategies
•Shelter-in-Place Design Strategies
•Building Commissioning (ACG)
•Control System Integration (BMS)
•Functional Performance Testing (ACG)
•System & Equipment Training Plans
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Docusign Envelope ID: 41AF244F-F153-4ABC-959E-B05E39A3AC7C
P.O. Box 6028 | Santa Rosa, CA 95406
www.15000inc.com
Palm Springs, CA ● Rohnert Park, CA ● Las Vegas, NV
Exhibit B - Hourly Rates 2025 *2026 *2027 *2028
Principal Mechanical Engineering (E1): $260.00 $280.00 $300.00 $320.00
Mechanical Engineering (E2): $250.00 $270.00 $290.00 $310.00
Senior Mechanical Design (D1): $240.00 $260.00 $280.00 $300.00
Mechanical Design (D2): $220.00 $240.00 $260.00 $280.00
Building Information Modeling (3D): $210.00 $230.00 $250.00 $270.00
Commissioning Services (CX): $200.00 $220.00 $240.00 $260.00
CalGreen Special Inspector (CG): $200.00 $220.00 $240.00 $260.00
Energy Analysis (EA): $180.00 $200.00 $220.00 $240.00
Computer Aided Drafting (DR): $170.00 $190.00 $210.00 $230.00
Work performed on an hourly basis will be billed as
noted above upon written authorization by CLIENT.
*Hourly rates are projected and are to be updated
once per year prior to the contract year in
agreement with the RFP.
REIMBURSABLE EXPENSES (w/ RATE CODES)
Mileage (ML): $0.70 / Mile
Sub-Consultants (SC): Cost +15%
Shipping (SH): Cost +10%
All other expenses (EX): Cost +15%
Reimbursable expenses are to be billed as noted
above upon written authorization by CLIENT.
-END
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Exhibit C
OAK #4862-8048-1163 (Rev 10-23)
EXHIBIT C
INSURANCE REQUIREMENTS for Consulting 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
a 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 a 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 a limit no less than $2,000,000 per occurrence or claim,
$2,000,000 aggregate.
If 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 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).
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Exhibit C
OAK #4862-8048-1163 (Rev 10-23)
Primary Coverage
For any claims related to this contract, 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 in 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
written 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 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
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; and
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, Consultant must
purchase “extended reporting” coverage for a minimum of five (5) years after completion
of contract work.
Verification of Coverage
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Exhibit C
OAK #4862-8048-1163 (Rev 10-23)
Consultant shall furnish the City with original Certificates of Insurance including all required
amendatory endorsements (or copies of the applicable policy language effecting coverage
required by this clause) and a copy of the Declarations and Endorsement Page of the CGL policy
listing all policy endorsements to City before work begins. However, failure to obtain the
required documents prior to the work beginning shall not waive 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.
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CERTIFICATE OF CONSULTANT
I HEREBY CERTIFY that I am the __________________________________, and a
duly authorized representative of the firm of _____________________________________,
whose address is ______________________________________________________, and that
neither I nor the above firm I here represent has:
a)Employed or retained for a commission, percentage, brokerage, contingent
fee, or other consideration, any firm or person (other than a bona fide
employee working solely for me or the above consultant) to solicit to
secure this Agreement.
b)Agreed, as an express or implied condition for obtaining this contract, to
employ or retain the services of any firm or person in connection with
carrying out the Agreement; or
c)Paid, or agreed to pay, to any firm, organization or person (other than a
bona fide employee working solely for me or the above consultant) any
fee, contribution, donation, or consideration of any kind for, or in
connection with, procuring or carrying out the Agreement;
Except as here expressly stated (if any);
I acknowledge that this certificate is subject to applicable State and Federal laws, both
criminal and civil.
_________________ ___________________________________
Date Signature
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6085 State Farm Drive #130, Rohnert Park, CA 94928
CEO
15000 Incorporated
1/28/2026
OAK #4862-8048-1163 (Rev 10-23)
MASTER AGREEMENT FOR CONSULTANT SERVICES
This MASTER AGREEMENT FOR CONSULTANT SERVICES (“Agreement”) is
entered into as of the ____ day of ____________, 2026, by and between the City of Rohnert
Park (“City”), a California municipal corporation, and AlphaCM, Inc. (“Consultant”), a
California Corporation, with reference to the following facts, understandings and intentions.
Recitals
WHEREAS, City desires to obtain services designated in Exhibit A; and
WHEREAS, Consultant hereby warrants to City that Consultant is skilled and able to
provide such services described in Section 3 of this Agreement; and
WHEREAS, City desires to retain Consultant pursuant to this Agreement to provide the
services described in Section 3 of this Agreement, subject to the terms and conditions of this
Agreement
Agreement
NOW, THEREFORE, in consideration of their mutual covenants, the parties hereto agree
as follows:
1. Incorporation of Recitals. The recitals and all defined terms set forth above are
hereby incorporated into this Agreement as if set forth herein in full.
2. Project Coordination. Authorized representatives shall represent City and
Consultant in all matters pertaining to this Agreement.
A. City. The City Manager or his/her designee shall represent City for all
purposes under this Agreement, except where approval for the City is specifically required by the
City Council. The CIP Program Manager is hereby designated as the project manager (“Project
Manager”). The Project Manager shall supervise the progress and execution of this Agreement.
B. Consultant. Consultant shall assign Brian Danley to have overall
responsibility for the progress and execution of this Agreement for Consultant.
3. Scope and Performance of Services
A. Scope of Services. Subject to such policy direction and approvals as City
may determine from time to time, Consultant shall perform the type of services generally set out
in the Scope of Work attached hereto as Exhibit A and incorporated herein by reference.
Consultant shall be assigned to provide particular services pursuant to the requirements of a task
order that has been issued in conformance with the City’s Purchasing Policy (“Task Order”)
executed by Consultant and City.
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
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executed agreement from City and obtaining and delivering the required insurance coverage, and
satisfactory evidence thereof, to City. Consultant shall perform its services in accordance with
the schedule attached to the Task Order. Any changes to these dates in either this Section 3 or
the Task Order shall be approved in writing by the Project Manager.
C. Standard of Quality. City relies upon the professional ability of
Consultant as a material inducement to entering into this Agreement. All work performed by
Consultant under this Agreement shall be performed (1) with due diligence, using its best efforts
to perform and coordinate all activities in a timely manner; (2) in accordance with all applicable
legal requirements; and (3) with the standard of quality ordinarily 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: (1) for services provided
directly under this Agreement be at the rate and schedules more particularly described in Exhibit
B, attached hereto and incorporated by this reference; or (2) for services authorized by Task
Orders, be at the rate and schedules specified by said Task Order. However, in no event shall the
amount City pays to Consultant for services provided directly under this Agreement exceed
fifteen thousand dollars ($15,000.00); nor shall the amount City pays to Consultant for work
done by Task Order exceed the total compensation specified by the Task Order. City’s
obligation to pay compensation to Consultant as provided herein is contingent upon Consultant’s
compliance with the terms and conditions of this Agreement and any amendments thereto.
Payment by City under this Agreement shall not be deemed a waiver of unsatisfactory work,
even if such defects were known to the City at the time of payment.
B. Timing of Payment. City shall pay Consultant as compensation in full for
such services and expenses for the different elements of the scope of work as follows:
(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.
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C. Changes in Compensation. Consultant will not undertake any work that
will incur costs in excess of the amount set forth in Section 4(A) of this Agreement without prior
written amendment to this Agreement. City shall have the right to amend the Scope of Work
within the Agreement by written notification to the Consultant. In such event, the compensation
and time of performance shall be subject to renegotiation upon written demand of either party to
the Agreement. Consultant shall not commence any work exceeding the Scope of Work without
prior written authorization from the City. Failure of the Consultant to secure City’s written
authorization for extra or changed work shall constitute a waiver of any and all right to
adjustment in the contract price or time due, whether by way of compensation, restitution,
quantum meruit, etc. for work done without the appropriate City authorization.
D. Taxes. Consultant shall pay all taxes, assessments and premiums under
the federal Social Security Act, any applicable unemployment insurance contributions, Workers
Compensation insurance premiums, sales taxes, use taxes, personal property taxes, or other taxes
or assessments now or hereafter in effect and payable by reason of or in connection with the
services to be performed by Consultant.
E. No Overtime or Premium Pay. Consultant shall receive no premium or
enhanced pay for work normally understood as overtime, i.e., hours that exceed forty (40) hours
per work week, or work performed during non-standard business hours, such as in the evenings
or on weekends. Consultant shall not receive a premium or enhanced pay for work performed on
a recognized holiday. Consultant shall not receive paid time off for days not worked, whether it
be in the form of sick leave, administrative leave, or for any other form of absence.
F. Litigation Support. Consultant agrees to testify at City’s request if
litigation is brought against City in connection with Consultant’s work product. Unless the
action is brought by Consultant or is based upon Consultant’s negligence, City will compensate
Consultant for the preparation and the testimony at Consultant’s standard hourly rates, if
requested by City and not part of the litigation brought by City against Consultant.
5. Term. The term of this Agreement shall commence on the date of its execution
by both parties and shall continue in full force and effect until December 31, 2029, unless earlier
terminated in accordance with this Agreement. Notwithstanding the foregoing, this Agreement
may be extended for successive one-year term(s) upon mutual, written approval by the City
Manager or his/her designee and Consultant. Work authorized by a separate Task Order as
contemplated by this Agreement shall be performed in accordance with the schedule set forth in
the Task Order.
6. Inspection. Consultant shall furnish City with every reasonable opportunity for
City to ascertain that the services of Consultant are being performed in accordance with the
requirements and intentions of this Agreement. All work done and all materials furnished, if
any, shall be subject to the Project Manager’s inspection and approval. The inspection of such
work shall not relieve Consultant of any of its obligations to fulfill the Agreement as prescribed.
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,
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prepared or obtained by the Consultant under the Agreement shall be vested in City, none of
which shall be used in any manner whatsoever, by any person, firm, corporation, or agency
without the expressed written consent of the City. Consultant shall assume no responsibility for
the unintended use by others of such final work products which are not related to the scope of the
services described under this Agreement. Basic survey notes and sketches, charts, computations,
and other data prepared or obtained under the Agreement shall be made available, upon request,
to City without restriction or limitations on their use. Consultant may retain copies of the above-
described information but agrees not to disclose or discuss any information gathered, discussed
or generated in any way through this Agreement without the written permission of City during
the term of this Agreement, unless required by law.
8. Employment of Other Consultants, Specialists or Experts. Consultant will not
employ or otherwise incur an obligation to pay other consultants, specialists or experts for
services in connection with this Agreement without the prior written approval of the City.
9. Conflict of Interest Requirements.
A. Consultant covenants and represents that neither it, nor any officer or
principal of its firm, has, or shall acquire any investment, income, business entity, interest in real
property, or other interest, directly or indirectly, which would conflict in any manner with the
interests of City, hinder Consultant’s performance of services under this Agreement, or be
affected in any manner or degree by performance of Consultant’s services hereunder. Consultant
further covenants that in the performance of the Agreement, no person having any such interest
shall be employed by it as an officer, employee, agent, or subcontractor without the express
written consent of the City. Consultant agrees at all times to avoid conflicts of interest, or the
appearance of any conflicts of interest, with the interests of the City in the performance of the
Agreement.
B. Consultant is not a designated employee within the meaning of the
Political Reform Act because Consultant:
(1) will not have the power to make any governmental decision,
including whether to: approve any rates, rules, regulations, policies, standards, or guidelines of
the City or any of its subdivisions; adopt or enforce any laws; issue, deny, suspend, or revoke
any permit, license, application, certificate, order, or any similar authorization or entitlement;
authorize, modify, or renew any form of City contract; grant approval to any City contract
specifications on behalf of the City; or grant City approval for any plans, designs, reports, or
similar; and
(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” includes 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
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(3) will not perform the same duties for the City that would otherwise
be performed by a staff member required to report under the City’s conflict of interest code.
(2 Cal. Code Regs. § 18700.3.)
10. Liability of Members and Employees of City. No member of the City and no
other officer, elected official, employee or agent of the City shall be personally liable to
Consultant or otherwise in the event of any default or breach of the City, or for any amount
which may become due to Consultant or any successor in interest, or for any obligations directly
or indirectly incurred under the terms of this Agreement. To the maximum extent permitted by
law, the City shall have no liability or responsibility for any accident, loss, or damage to any
work performed under this Agreement whether prior to its completion or acceptance or
otherwise.
11. Indemnity.
A. Indemnification. To the fullest extent permitted by law, Consultant shall,
at its own expense, indemnify, protect, defend (by counsel reasonably satisfactory to the City)
and hold harmless City and any and all of its officers, officials, employees, agents and volunteers
(“Indemnified Parties”) from and against any and all liability (including liability for claims,
demands, damages, obligations, suits, actions, arbitration proceedings, administrative
proceedings, regulatory proceedings, losses, expenses or costs of any kind, whether actual,
alleged or threatened, including attorneys’ fees and costs, court costs, interest, defense costs and
expert witness fees) of any nature (“Liability”), whether actual, alleged or threatened, which
arise out of, pertain to, or relate to the performance or failure to comply with this Agreement,
regardless of any fault or alleged fault of the Indemnified Parties.
1. 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.
2. The only exception to Consultant’s responsibility to indemnify,
protect, defend, and hold harmless the Indemnified Parties from Liability is due to the active
negligence or willful misconduct of City or its elective or appointive boards, officers, agents and
employees.
B. Scope of Obligation. Consultant’s duty to indemnify, protect, defend and
hold harmless as set forth in this Section 11 shall include the duty to defend (by counsel
reasonably satisfactory to the City) as set forth in California Civil Code § 2778. This
indemnification obligation is not limited in any way by any limitation on the amount or type of
damages or compensation payable by or for Consultant under worker’s compensation, disability
or other employee benefit acts or the terms, applicability or limitations of any insurance held or
provided by Consultant and shall continue to bind the parties after termination/completion of this
agreement. This indemnification shall be regardless of, and not in any way limited by, the
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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.
C. Consultant’s duty to indemnify, protect, defend and hold harmless as set
forth in this Section 11 shall not be excused because of the Consultant’s inability to evaluate
Liability, or because the Consultant evaluates Liability and determines that the Consultant is not
or may not be liable. 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 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 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 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.
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C. Prevailing Wage. Consultant and Consultant’s subcontractors (if any)
shall, to the extent required by the California Labor Code, pay not less than the latest prevailing
wage rates to workers and professionals as determined by the Director of Industrial Relations of
the State of California pursuant to California Labor Code, Part 7, Chapter 1, Article 2. Copies of
the applicable wage determination are on file at the City’s office of the City Clerk.
D. Injury and Illness Prevention Program. Consultant certifies that it is aware
of and has complied with the provisions of California Labor Code § 6401.7, which requires
every employer to adopt a written injury and illness prevention program.
E. Business Licenses. Unless exempt by law, Consultant and all
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. Confidential Information. All data, documents, discussions or other information
developed or received by or for Consultant in performance of this Agreement are confidential
and not to be disclosed to any person except as authorized by City, or as required by law.
15. Assignment; Subcontractors; Employees
A. Assignment. Consultant shall not assign, delegate, transfer, or convey its
duties, responsibilities, or interests in this Agreement or any right, title, obligation, or interest in
or to the same or any part thereof without the City’s prior written consent, which shall be in the
City’s sole discretion. Any assignment without such approval shall be void and, at the City’s
option, shall immediately cause this Agreement to terminate.
B. Subcontractors; Employees. Consultant shall be responsible for
employing or engaging all persons necessary to perform Consultant’s services hereunder. No
subcontractor of Consultant shall be recognized by the City as such; rather, all subcontractors are
deemed to be employees of Consultant, and Consultant agrees to be responsible for their
performance. Consultant shall give its personal attention to the fulfillment of the provisions of
this Agreement by all of its employees and subcontractors, if any, and shall keep the work under
its control. If any employee or subcontractor of Consultant fails or refuses to carry out the
provisions of this Agreement or appears to be incompetent or to act in a disorderly or improper
manner, it shall be discharged immediately from the work under this Agreement on demand of
the Project Manager.
16. Insurance. Without limiting Consultant’s indemnification provided herein,
Consultant shall, at its own expense, procure and maintain insurance that complies with the
requirements set forth in Exhibit C to this Agreement, which is attached hereto and incorporated
by reference. Consultant shall upon thirty (30) days’ written notice comply with any changes in
the amounts and terms of insurance as may be required from time-to-time by City’s risk
manager.
17. Termination of Agreement; Default.
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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 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 Consultant’s breach of the Agreement.
C. In the event City terminates this Agreement without cause, Consultant
shall be entitled to any compensation owed to it up to the time of such termination, it being
understood that any payments are full compensation for services rendered prior to the time of
payment.
D. Upon termination of this Agreement with or without cause, Consultant
shall turn over to the City Manager immediately any and all copies of studies, sketches,
drawings, computations, and other data, whether or not completed, prepared by Consultant or its
subcontractors, if any, or given to Consultant or its subcontractors, if any, in connection with this
Agreement. Such materials shall become the permanent property of the City. Consultant,
however, shall not be liable for the City’s use of incomplete materials nor for the City’s use of
complete documents if used for other than the project contemplated by this Agreement.
18. Suspension. The City shall have the authority to suspend this Agreement and the
services contemplated herein, wholly or in part, for such period as it deems necessary due to
unfavorable conditions or to the failure on the part of the Consultant to perform any provision of
this Agreement. Consultant will be paid for satisfactory services performed prior to the date of
suspension. During the period of suspension, Consultant shall not receive any payment for
services or expenses incurred by Consultant by reason of such suspension.
19. Merger; Amendment. This Agreement constitutes the complete and exclusive
statement of the agreement between City and Consultant and shall supersede all prior
negotiations, representations, or agreements, either written or oral. This document may be
amended only by written instrument, signed by both the City and Consultant. All provisions of
this Agreement are expressly made conditions.
20. Interpretation. This Agreement shall be interpreted as though it was a product of
a joint drafting effort, and no provisions shall be interpreted against a party on the ground that
said party was solely or primarily responsible for drafting the language to be interpreted.
21. Litigation 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
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court will not be bound by any court fee schedule, but shall, if it is in the interest of justice to do
so, award the full amount of costs, expenses, and attorneys’ fees paid or incurred in good faith.
22. Time Is of the Essence. Time is of the essence in this Agreement. Upon receipt
of a written notice from City to proceed with work required by a Task Order, Consultant shall
immediately commence work to perform the services required by that Task Order according to
the time requirements set in the Task Order.
23. Written Notification. Any notice, demand, request, consent, approval or
communication that either party desires or is required to give to the other party shall be in
writing and either served personally or sent by prepaid, first-class mail. Any such notice,
demand, etc. shall be addressed to the other party at the address set forth below. Either party
may change its address by notifying the other party in writing 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.
If to City: City Clerk
City of Rohnert Park - City Hall
130 Avram Avenue
Rohnert Park, CA 94928
If to Consultant: AlphaCM, Inc.
Attn: Brian Danley
2180 Jefferson Street, Suite 212
Napa, CA 94559
24. Consultant’s Books and Records.
A. Consultant shall maintain any and all ledgers, books of account, invoices,
vouchers, canceled checks, and other records or documents evidencing or relating to charges for
services, or expenditures and disbursements charged to City and all documents and records
which demonstrate performance under this Agreement for a minimum period of three (3) years,
or for any longer period required by law, from the date of termination or completion of this
Agreement.
B. Any records or documents required to be maintained pursuant to this
Agreement shall be made available for inspection or audit, at any time during regular business
hours, upon written request by the City Attorney, City Auditor, City Manager, or a designated
representative of any of these officers. Copies of such documents shall be provided to City for
inspection when it is practical to do so. Otherwise, unless an alternative is mutually agreed
upon, the records shall be available at Consultant’s address indicated for receipt of notices in this
Agreement.
C. The City may, by written request by any of the above-named officers,
require that custody of the records be given to the City and that the records and documents be
maintained in the City Manager's office.
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25. Agreement Is Binding. The terms, covenants, and conditions of this Agreement
shall apply to, and shall bind, the heirs, successors, executors, administrators, assigns, and
subcontractors of both parties.
26. Equal Employment Opportunity. Consultant is an equal opportunity employer
and agrees to comply with all applicable state and federal regulations governing equal
employment opportunity. Consultant will not discriminate against any employee or applicant for
employment because of race, religion, age, sex, creed, color, sexual orientation, marital status or
national origin. Consultant will take affirmative action to ensure that applicants are treated
during such employment without regard to race, religion, age, sex, creed, color, sexual
orientation, marital status, or national origin. Such action shall include, but shall not be limited
to, the following: employment, upgrading, demotion, or transfer; recruitment or recruitment
advertising; lay-offs or termination; rates of pay or other forms of compensation; and selection
for training, including apprenticeship. Consultant further agrees to post in conspicuous places,
available to employees and applicants for employment, notices setting forth the provisions of this
nondiscrimination clause.
27. Non-Exclusive Agreement. This is a non-exclusive agreement. City reserves the
right to provide, and to retain other consultants to provide, services that are the same or similar to
the services described in this Agreement.
28. City Not Obligated to Third Parties. The City shall not be obligated or liable for
payment hereunder to any party other than Consultant.
29. Remedies/Waiver. No failure on the part of either party to exercise any term,
covenant, condition, right or remedy hereunder shall operate as a waiver of any other term,
covenant, condition, right or remedy that such party may have hereunder. All remedies
permitted or available under this Agreement, or at law or in equity, are cumulative and
alternative. As a condition precedent to commencing legal action involving a claim or dispute
against the City arising from this Agreement, 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.
30. Severability. If any one or more of the provisions contained herein shall for any
reason be held to be invalid, illegal or unenforceable in any respect, then such provision or
provisions shall be deemed severable from the remaining provisions hereof, and such invalidity,
illegality, or unenforceability shall not affect any other provision hereof, and this Agreement
shall be construed as if such invalid, illegal, or unenforceable provision had not been contained
herein.
31. Exhibits. The following exhibits are attached to this Agreement and incorporated
herein by this reference:
A. Exhibit A: Scope of Work and Schedule of Performance
B. Exhibit B: Compensation
C. Exhibit C: Insurance Requirements
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32. Execution. This Agreement may be executed in several counterparts, each of
which shall constitute one and the same instrument and shall become binding upon the parties
when at least one copy hereof shall have been signed by both parties hereto. In approving this
Agreement, it shall not be necessary to produce or account for more than one such counterpart.
The parties hereby expressly agree to the use of electronic signatures, which shall be deemed to
have the same effect as an original signature.
33. 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.
34. Applicable Law; Venue. This Agreement shall be construed and interpreted
according to California law. In the event that suit shall be brought by either party hereunder, the
parties agree that a trial of such action shall be held exclusively in a state court in the County of
Sonoma, California.
35. Authority. Each individual executing this Agreement on behalf of one of the
parties represents that he or she is duly authorized to sign and deliver the Agreement on behalf of
such party and that this Agreement is binding on such party in accordance with its terms.
IN WITNESS WHEREOF, City and Consultant have executed this Agreement as of the date first
above written.
CITY OF ROHNERT PARK ALPHACM, INC.
By: __________________________________
Marcela Piedra, City Manager (Date)
By:
David Latona, President (Date)
Per Resolution No. 2026-______adopted by the Rohnert
Park City Council at its meeting of ___________, 2026.
By: _________________________________
Tracy Rankin, Interim Risk Manager (Date)
By: _________________________________
Betsy Howze, Finance Director (Date)
ALPHACM, INC.
By:
Brian Danley, Vice President (Date)
APPROVED AS TO FORM:
By: __________________________________
Michelle Marchetta Kenyon, City Attorney
ATTEST:
By: __________________________________
Sylvia Lopez Cuevas, City Clerk
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2/11/2026
2/12/2026
The tasks below outline the range of services we will offer
based on our analysis of the RFP.
Task 1: Pre-Construction Phase
1.1 Biddability /Constructability Review
Purpose: Identify potential issues in the contract documents
that could lead to confusion during construction. Recommend
solutions that eliminate or minimize potential ambiguities,
conflicts, or omissions. The goal is to eliminate unnecessary
complexities or activities, thereby lowering bids and eliminating
costly change orders and delays.
Approach: Review bidding documents for clarity and
completeness. Identify potential areas where costs could be
reduced, or construction duration shortened� Recommend
procedures for field management that address topics such as
schedule control, cost management, and quality assurance.
1�1 Deliverables: Constructability review including front
end specifications and schedule.
1�2 100% Cost Estimate Review
Purpose: Review estimate of construction cost.
Approach: Utilize factors affecting the current construction
climate to verify estimates. Verify quantities and unit costs.
1�2 Deliverables: Cost estimate review.
Task 2: Construction Phase
2�1 Pre-Construction Conference
Purpose: Provides an understanding of the procedures to
be used on the project and provides a forum for all essential
project participants to meet prior to the start of work. This
meeting will outline the City administration of the contracts,
introduce the attendees, and record all comments and
questions submitted by the contractor.
Approach: Schedule, prepare agenda, chair meeting, take
meeting minutes. Discuss lines of communication, contact list,
procedures, document controls/logging system, concerns and
set action items for team as needed. Attention will be given to
items that may impact the schedule and/or project funding.
2�1 Deliverables: Provide meeting agenda, schedules,
handouts, distribute meeting minutes with action items.
2.2 Quality Assurance and Quality Control (QA/QC)
Alpha CM will assign an experienced senior level Construction
Manager to periodically review the status of the CM staff
performance, related to adequate construction progress,
coordination issues, change order avoidance, and adherence to
adopted documentation procedures�
2�2 Deliverables: Memos, telephone conversation records,
and records of any other communication�
2�3 Construction Management Project Work Plan
Purpose: The CM Plan will define procedures and protocols to
be used by the construction management team.
Approach: Prepare and submit CM Plan. Plan will include:
¾Identify lines of communication between City, contractor, and
construction management team throughout the project.
¾Provide contact list of key stakeholders, Cit y staff, design
engineering staff, agencies, personnel, emergency contacts
for police, fire and others, etc.
¾Sample daily log.
¾Shop drawing log to identify contractor submittals, status of
approvals and when they are returned to contractor.
¾Logging system to track contractor requests for information
(RFI) and status of responses.
¾Logging system to identify contract change order (CCO)
requests and status of approvals or negotiations.
¾Log of correspondence from and to contractor and City.
¾CM plan will also capture systems to receive, transmit, log,
track, monitor, file, and create reports for all construction
correspondence and documents� Such construction
correspondence and documents will include, but are
not limited to: daily inspection reports, check-lists, shop
drawings/construction submittals, contractor’s requests
for information, general correspondence, design change
notices, contract change orders, project schedules, test
reports, construction progress photos and other documents
necessary to administer the construction contract�
¾Provide Inspection Work Plan identifying inspections,
checklist of items to include, and required tests, detailed
inspection procedures, outline of acceptance and rejection
procedures, list of all tests needed, including frequency and
responsibility.
2�3 Deliverables: Prepare and submit an approved CM
Plan
Exhibit A - Scope of Services
CITY OF ROHNERT PARK
10/31/2025
Proposal for Consultant Services for the City of Rohnert Park
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2�4 Communication and Correspondence
Purpose: Provide effective written, electronic, and oral
communication on behalf of the City to the contractor and
other stakeholders in the administration of the contract.
Approach: Field Memos shall be issued by the CM to address
field problems as determined by the design team, the CM
and the ownership team. These shall be reviewed during
each weekly construction progress meeting. Any Field Memos
that have the potential to involve work outside of the existing
contract will be reviewed by the City prior to issuing and will
also be assigned a Potential Change Order (PCO) number for
tracking and resolution purposes.
The CM will be responsible for:
¾Developing and implementing any additional written or
oral communication necessary to facilitate the ongoing
construction and documentation of the project�
¾Track and file all project documentation including all
communications between the contractor and the designer,
and the ownership team.
¾Facilitate distribution of all project related communications
to appropriate parties�
2�4 Deliverables: Memos, telephone conversation
records, and records of any other communication�
2.5 Progress/Coordination Meetings
Purpose: Coordinate and conduct Weekly construction
progress meetings, Pre-shutdown meetings and pre-
installation meetings the contractor, City staff and other parties
/stakeholders as required to discuss the progress of the
project, review 3-week look-ahead schedule, discuss status
of submittals, RFIs, and other significant issues relating to the
Project�
Approach: Schedule, prepare agenda, chair meeting,
take meeting minutes. Conduct weekly meetings with the
contractor and the City to discuss project schedule, current
and past issues that require action. Follow up on the issues
raised at these meetings to expedite resolution and closure to
issues and circulate meeting minutes.
2�5 Deliverables: Meeting agenda with status of open
items from previous meetings. Meeting minutes with
action items noted. Three-week look-ahead schedule
(prepared by the Contractor). Submittal, issues, log and
RFI and RFQ working logs. Change order log identifying
change order requests, PCOs, and directed CCOs.
2�6 Document Management
Purpose: Provide and maintain the City with a secure
documentation control and cloud-based communication and
tracking system with multi-level access for electronic means
of tracking all documents exchanged between the parties
involved in the construction of the project.
Approach: Alpha CM will use, , a cloud based
correspondence, information, and submittal tracking system to
ensure that correspondence requiring responses, requests, and
submittals are answered in a timely manner, not to exceed five
business days from the design engineer.
The contractor’s submittal schedule will list all significant
submittals required by the specifications and those that are
critical to the project’s success. The schedule will identify the
expected date that the item is due. The City will review the
schedule to confirm that all submittals are listed and that the
planned dates allow sufficient time before the item is required
on the job site�
Consultant will identify those submittals that can be reviewed
at the job site and those that should be reviewed by the design
engineer. The objective will be to proactively forecast potential
problems and develop solutions before impacts occur in the
project process�
2�6 Deliverables: Maintain orderly project files (digital
and hard copies) which will be provided to the City at the
end of the project. Logs of all documents in the project
files.
2�7 Submittal Management and Review
Purpose: Provide an efficient means of processing shop
drawing submittals between the contractor and design firm.
Provide a brief, initial review of the contractor’s shop drawings
submittals before forwarding it to the design firm.
Approach: Establish procedures for expediting process via
use of . Using , develop a
submittal list for distribution to the contractor and design firm.
Coordinate reviews, track and submit suspense submittal logs
at each coordination meeting. Follow up on all submittals that
are nearing the end of the review period. Question contractor
regarding re-submittals of shop drawings that have been
rejected or require additional information before the submittal
may be approved for inclusion in the work.
2�7 Deliverables: Comments to contractor submittal
schedule,submittal log, and processed submittal reviews.
CITY OF ROHNERT PARK
10/31/2025
Proposal for Consultant Services for the City of Rohnert Park
13
Docusign Envelope ID: F9F21F84-FF44-4323-B6E2-1DF18380A772
2.8 Request for Information (RFI) Management
Purpose: At times, a contractor is unable to locate information
that it deems critical to its construction activity. CM staff will
receive, log and track RFIs submitted by the construction
contractor. The efficient management of RFIs permits the
timely communication between the design firm and contractor.
Approach: CM will receive, log, and review all RFIs for
completeness and verify that the question is reasonable and
understandable. CM will provide a short technical review of the
RFI if the question is unclear or, in the opinion of the CM staff,
the answer is contained in contract documents.
If the RFI question is reasonable and the answer is not
contained in the contract document, we will work with City staff
as necessary and the RFI will be forwarded to the designer. CM
will track RFIs by creating weekly logs, using
software, to verify timely responses from the designer.
2�8 Deliverables: RFI log, RFIs with responses will also
be provided�
2�9 Quality Assurance Inspection
Purpose: To monitor quality of all work performed by
contractor, including by contractor’s sub-consultants to
determine if the work is proceeding in accordance with the
contract documents�
Approach: Attend all meetings. Coordinate sampling and
testing of construction materials in accordance with bid
documents. Record up-to-date construction changes to use
in preparation of the record drawings. Report to City any
violations to any applicable regulations or mitigation measures.
Maintain a copy of the contract documents and construction
related documents at the site. Coordinate all construction
activities with the utility companies and other agencies within
the project area and as required by the City. Photograph, log
and pre-video prior, during and after construction.
2�9 Deliverables: Daily construction reports, construction
logs, construction photos, non-conformance reports, and
environmental report logs.
2�10 Maintain Photographic and Video Records of
Construction Progress
Purpose: Provide the City a photo and video record before,
during and after construction.
Approach: Using still, digital and video cameras, record the
conditions of the project before the contractor starts work,
and after the work is complete. Using the same cameras,
record the contractor’s progress during construction. During
construction, care will be taken to record all items and/or
conditions that have or may have a bearing on claimed extra
work.
2�10 Deliverables: Photograph and video records.
Progress photos will be included in the weekly reports
submitted to the City by the CM.
2�11 Monthly Construction Progress Reports
Purpose: Keep the City apprised of the project status during
the prescribed construction period�
Approach: Prepare monthly reports that provide construction
status to the City and other involved parties. The monthly
report shall contain, at a minimum, the following:
¾Potential issues, pending change orders, and executed
change orders.
¾A narrative description of the progress of work and major
tasks completed.
¾Schedule overview, with a 3 week look-ahead.
¾Weekly statement of working days remaining.
¾Contract change order summary.
¾One set of key progress photos for the time period.
¾Summary of construction progress for the prior reporting
period�
¾Significant project issues including recommendations on
any unsolved issues.
¾Photographs to show construction activities and to provide
clarity for special issues.
¾Other information deemed necessary for the City to have a
concise understanding of the project.
2�11 Deliverables: Monthly progress report.
2�12 Payment Recommendations
Purpose: Verify that contractor’s request for payment is
reasonable for the work done monthly. Prepare progress
payment recommendations on behalf of the City for work
completed.
Approach: CM will organize field meeting between inspector,
contractor, and City to verify quantities. CM will recommend
that as a condition of approval, the contractor must be current
with as-built recording and scheduling efforts. CM and
contractor develop a procedure that is acceptable to the City
for monthly progress payments, and the final payment. CM
reviews contractor’s payment request and verifies contractor pay
quantities. After approval of the payment request, by CM and the
contractor, CM prepares payment documentation for approval
and execution by the City�
CITY OF ROHNERT PARK
10/31/2025
Proposal for Consultant Services for the City of Rohnert Park
14
Docusign Envelope ID: F9F21F84-FF44-4323-B6E2-1DF18380A772
2�12 Deliverables: Contractor progress payment and
final payment request. Cost Summary in the weekly status
report. Progress payment request documents suitable for
approval and execution by the City.
2�13 Schedule Monitoring
Purpose: Review the contractor’s initial and updated
schedules for compliance with the contract documents and
verify that the schedules accurately represent the scope of
work. Monitor and review the contractor’s schedule, after
approval of baseline schedule, to ensure the project is not
being delayed for reasons within the contractor’s control.
Approach: Develop procedures to review contractor’s
schedule for logic, milestones, duration, and resource changes
in contractor’s monthly updates. Verify logic ties of activities,
check the reasonability of task durations, review the critical
path, and check for critical activities. Important scheduling
elements, such as partial shutdowns, detours, material
delivery, material storage, and contractor material hauling
will be a part of the schedule review process. Monitor and
document contractors actual construction progress against
the submitted schedule. Notify contractor of changes and
document contractor’s response. Review contractor’s 3-week
look-ahead schedule distributed at weekly progress meeting
for consistency with weekly reports. Inform City of construction
schedule and updated changes. Track project’s elapsed time
and activities via WSWD (working statement of working days)
which is distributed as part of the weekly construction meeting
packet�
2�13 Deliverables: Schedule review. (WSWDs) Working
Statement of Working days.
2.14 Construction Change Order (CCO) Management
Purpose: Provide the City with assurance that the contractor
is not presenting unmerited requests for extra work that was
included in the original contract scope. Assure the City that the
associated extra work costs and time extension requests are
fair and reasonable to City and contractor.
Approach: There are two separate scenarios involved with this
task. First, there is extra work requested by the City or clearly
indicated in the contract documents� Second, there are costs
and time claimed by the contractor as alleged extra work. The
steps used in assisting the City are similar in some respects
and different in others. Our approach is as follows:
Request for Changes by the City:
Forward Request for Quote prepared by design engineer to
contractor for pricing and time extension, if necessary. Have
brief scope of the extra work and any other information the
CM believes the contractor should be aware of to fairly price
the work. CM prepares an independent cost estimate of the
extra work. CM reviews the cost quote from the contractor
for completeness.
If cost quote and CM’s estimate is within 5%, accept the
contractor’s cost quote. If the difference is greater than
5%, negotiate with the contractor for a reasonable number.
Should the CM and the contractor be unable to negotiate a
reasonable price, do the work by force account.
Request for Changes by Contractor:
Review request of alleged cost increase and/or time impacts
for merit. Considering the necessity of the change, check
for propriety, consider other methods of accomplishing the
work, method of compensation, effect on contract time,
estimate of cost, the contractor’s reaction to the proposed
change, and the probability of final approval.
If the CM determines that a proposed change is warranted,
a proposed change order file will be established. Documents
prepared by the CM describing the work, will be transmitted
to the contractor for pricing. Concurrently, independent
estimate of cost and time impact will be prepared by the
City and CM. Upon receipt of the contractor’s quotation, the
CM will review and compare it to the independent estimate.
Based on the review, the CM will either recommend
approval to the City, or recommend rejection. If negotiation
is authorized, the CM will conduct the negotiations with the
Contractor�
For work approved by the City where a unit cost is not
determined prior to performing the work, the Inspector will
collect time and material sheets at the end of each day and
sign off on them.
All documentation regarding CCOs will be maintained by the
CM, including dates of notification by contractor, interim steps,
recommendation by CM and final decision.
2�14 Deliverables: PCO/CCO log, evaluations of change
order impact on the construction schedule, change order
cost estimates. Change order package.
2�15 Claims Review and Analysis
Purpose: Provide complete documentation, review of merit/
entitlement, a claims response strategy, and cost analysis for
the City’s review.
Approach: Track and manage all extra work items through
the PCO and change order systems. Discuss extra work and
claims during each weekly meeting. Track any disputed work
items and attempt to resolve the issue.
CITY OF ROHNERT PARK
10/31/2025
Proposal for Consultant Services for the City of Rohnert Park
15
Docusign Envelope ID: F9F21F84-FF44-4323-B6E2-1DF18380A772
2�15 Deliverables: Claims analysis reports and
supporting documentation.
2�16 Permit Compliance Coordination
Purpose: Verify that contractor’s field staff is aware of any
applicable permit conditions and that their work activities
abide by the requirements of the permits granted by regulatory
agencies. In the process, forge strategies in the field to meet
all permit requirements while maximizing contractor progress.
Approach: Coordinate efforts with various permitting
agencies. Establish and maintain positive relationships
with monitors and regulators to minimize any construction
delays. Review, document and enforce requirements
stipulated in permit(s) issued by all regulatory agencies.
Review the Contractor’s “Best Management Practices” plan
prior to beginning of construction. Monitor the Contractor’s
implementation to prevent storm water pollution from related
activities in compliance with the National Pollutant Discharge
Elimination System (NPDES).
2�16 Deliverables: Daily report, record communications.
Correspondence to affected parties�
2�17 Coordinate Materials Testing and Inspections
Purpose: Verify that installed materials meet project
requirements.
Approach: Coordinate material testing and inspection services
as required.
2�17 Deliverables: Special inspection daily reports,
testing reports.
2�18 Safety
Purpose: Review and monitor contractor’s compliance with its
safety program.
Approach: CM Staff to observe contractor’s work area and
attend contractor’s toolbox meetings on a routine basis. The
inspector will enforce:
¾On-site safety requirements and will report to City on any
observed deviations from the plan.
¾Traffic control and public safety plans for compliance
with all safety laws and regulations. Review all detour,
temporary access, signing, delineation and traffic control
plans.
The Inspector will enforce safety requirements in and around
construction zones and inform contractor of any unsafe work
conditions and/or areas. (Immediate shutdown of contractor’s
work may be required if conditions endanger life and/ or
property. Contractor shall prepare job hazard analyses for
any potentially dangerous activities in advance of being
performed. Contractor shall provide attention to protection of
existing utilities during construction.) Confined space training
for onsite work in filters.
2�18 Deliverables: Accident report� Accident summary
report�
2�19 Review and Maintain Record Drawings
Purpose: Provide the City with accurate record drawings for
the project�
Approach: Monitor contractor’s required record drawings on
a monthly basis. In addition to monitoring the contractor’s
drawings, CM will maintain a copy of the drawings and
permits on the site with all the changes. Upon completion of
construction, CM will conduct an As-Built verification, and
prepare and provide a copy of the As-Built drawings to the
City. The As-Built will be typed and not handwritten. The
As-Built will be PDF and provided to the City with the final
documents prior to final payment. CM will also include items
that are not normally shown on the contractor’s set of record
drawings. This information is not necessarily construction
related but is project related and may be important for future
maintenance and/or construction projects.
2�19 Deliverables: One PDF set of marked-up (typed)
contract drawings, along with the contractor’s marked up
set�
Task 3: Post Construction Services
3�1 Final Inspection and Punch List
Purpose: Identify elements of construction requiring correction
prior to final acceptance by the City.
Approach: Following substantial completion, perform project
inspection walk through with City and contractor (and other
agencies as required) of completed construction. Develop a
list of contract work requiring correction or rework. Deliver
punch list to the City and contractor within three working days
of inspection. Final punch list will include pending correction
items, perform subsequent inspections to confirm that
incomplete work has been completed satisfactorily and inform
the City when work is complete for one final inspection.
3�1 Deliverables: Final punch list.
CITY OF ROHNERT PARK
10/31/2025
Proposal for Consultant Services for the City of Rohnert Park
16
Docusign Envelope ID: F9F21F84-FF44-4323-B6E2-1DF18380A772
3�2 Closeout Documents by Contractor
Purpose: Obtain lien waivers, bonds, warranties, and other
documents required by the Contract Documents from the
contractor�
Approach: Work with contractor to provide closeout
documents in a timely manor. Capture outstanding documents
as part of final punchlist.
3�2 Deliverables: Final punch list.
3�3 Project Record Drawings
Purpose: Provide the City with accurate As-Built drawings for
construction contracts�
Approach: Finalize record drawing set maintained by CM
during life of project. Coordinate the completion of final As-
Built drawings through the design engineer.
3�3 Deliverables: One (digital PDF) set of marked up
(typed) contract drawings, in addition to the contractor’s
marked up set�
3�4 Final Payment
Purpose: Provide the City with the final contract cost and final
balance due to the contractor.
Approach: Following completion of the contract work,
determine the final quantities and cost of contract work, and
the final costs of all approved change order work.
3�4 Deliverables: Final payment estimate.
3�5 Final Project Report
Purpose: Provide the City with a written history of the project.
Approach: CM will review project documents and prepare a
written report for the City, including:
¾Names of all project participants
¾Contract amounts at bid time
¾Summary of requests for information
¾Lessons learned report
¾Summary of final contract amount
¾Chronological history of the construction effort
¾Change order history, including a summary statement
about each change and negotiated costs
¾Summary of outstanding claims not resolved when the
Notice of Completion is filed
¾Summary of the project and performance of the contractor
¾Sub consultant final reports (as applicable)
3�5 Deliverables: Final project report.
3�6 Contract Close-out
Purpose: Provide the City with all documentation necessary to
close out the contract.
Approach: Review contract documents and public bidding law
protocols for closing out projects. Prepare all legal documents
for execution. If needed, assist City in resolving all contractor
claims.
3�6 Deliverables: Checklist of contract close-out items.
Turn all construction documents (hard copies and
electronic files) over to the City, including applicable
operation and maintenance manuals.
CITY OF ROHNERT PARK
10/31/2025
Proposal for Consultant Services for the City of Rohnert Park
17
Docusign Envelope ID: F9F21F84-FF44-4323-B6E2-1DF18380A772
2025 HOURLY
RATES:
CONSTRUCTION MANAGEMENT HOURLY RATE
Notes:
1.Other Direct Costs: Vehicles will be billed at $1,800/month; cell phone, computer and Internet service billedat $150/month unless noted otherwise.
2.Four- and eight-hour minimums apply for cancellations, tasks requiring travel, and legal appearances
3.All subconsultant charges are subject to a 10% markup.
4.Inspector rates may vary due to prevailing wage shift, overtime, and other requirements based ondeterminations of the California Department of Industrial Relations / Davis Bacon.
5.Rates are adjusted annually based on Consumer Price Index and published prevailing wages forinspectors.
6.Provided Rates are confidential and proprietary information provided for City of Rohnert Park use only.
*Inspectors working in the State of California are subject to the Prevailing Wage Rates established for that
area.
Principal-in-charge $215 - 245
Project Manager 205 - 225
Construction Manager 185 - 218
Resident Engineer 185 - 230
Scheduling Engineers 145 - 160
Construction Inspector 165 - 204
Scheduler / Estimator 196 - 212
Office Engineer 136 - 158
Administration 100 - 115
Exhibit B - Hourly Rates
CITY OF ROHNERT PARK
10/31/2025
Proposal for Consultant Services for the City of Rohnert Park
18
Docusign Envelope ID: F9F21F84-FF44-4323-B6E2-1DF18380A772
Exhibit C
OAK #4862-8048-1163 (Rev 10-23)
EXHIBIT C
INSURANCE REQUIREMENTS for Consulting 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
a 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 a 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 a limit no less than $2,000,000 per occurrence or claim,
$2,000,000 aggregate.
If 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 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).
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Docusign Envelope ID: F9F21F84-FF44-4323-B6E2-1DF18380A772
Exhibit C
OAK #4862-8048-1163 (Rev 10-23)
Primary Coverage
For any claims related to this contract, 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 in 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
written 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 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
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; and
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, Consultant must
purchase “extended reporting” coverage for a minimum of five (5) years after completion
of contract work.
Verification of Coverage
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Docusign Envelope ID: F9F21F84-FF44-4323-B6E2-1DF18380A772
Exhibit C
OAK #4862-8048-1163 (Rev 10-23)
Consultant shall furnish the City with original Certificates of Insurance including all required
amendatory endorsements (or copies of the applicable policy language effecting coverage
required by this clause) and a copy of the Declarations and Endorsement Page of the CGL policy
listing all policy endorsements to City before work begins. However, failure to obtain the
required documents prior to the work beginning shall not waive 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.
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Docusign Envelope ID: F9F21F84-FF44-4323-B6E2-1DF18380A772
OAK #4862-8048-1163 (Rev 10-23)
CERTIFICATE OF CONSULTANT
I HEREBY CERTIFY that I am the __________________________________, and a
duly authorized representative of the firm of _____________________________________,
whose address is ______________________________________________________, and that
neither I nor the above firm I here represent has:
a) Employed or retained for a commission, percentage, brokerage, contingent
fee, or other consideration, any firm or person (other than a bona fide
employee working solely for me or the above consultant) to solicit to
secure this Agreement.
b) Agreed, as an express or implied condition for obtaining this contract, to
employ or retain the services of any firm or person in connection with
carrying out the Agreement; or
c) Paid, or agreed to pay, to any firm, organization or person (other than a
bona fide employee working solely for me or the above consultant) any
fee, contribution, donation, or consideration of any kind for, or in
connection with, procuring or carrying out the Agreement;
Except as here expressly stated (if any);
I acknowledge that this certificate is subject to applicable State and Federal laws, both
criminal and civil.
_________________ ___________________________________
Date Signature
22
Docusign Envelope ID: F9F21F84-FF44-4323-B6E2-1DF18380A772
Alpha CM Inc.
2180 Jefferson St., Suite 212 Napa, CA 94559
2/11/2026
President
OAK #4862-8048-1163 (Rev 10-23)
MASTER AGREEMENT FOR CONSULTANT SERVICES
This MASTER AGREEMENT FOR CONSULTANT SERVICES (“Agreement”) is
entered into as of the 10th day of February, 2026, by and between the City of Rohnert Park
(“City”), a California municipal corporation, and AZAD Engineering PC (“Consultant”), a
California corporation, with reference to the following facts, understandings and intentions.
Recitals
WHEREAS, City desires to obtain services designated in Exhibit A; and
WHEREAS, Consultant hereby warrants to City that Consultant is skilled and able to
provide such services described in Section 3 of this Agreement; and
WHEREAS, City desires to retain Consultant pursuant to this Agreement to provide the
services described in Section 3 of this Agreement, subject to the terms and conditions of this
Agreement
Agreement
NOW, THEREFORE, in consideration of their mutual covenants, the parties hereto agree
as follows:
1. Incorporation of Recitals. The recitals and all defined terms set forth above are
hereby incorporated into this Agreement as if set forth herein in full.
2. Project Coordination. Authorized representatives shall represent City and
Consultant in all matters pertaining to this Agreement.
A. City. The City Manager or his/her designee shall represent City for all
purposes under this Agreement, except where approval for the City is specifically required by the
City Council. The CIP Program Manager is hereby designated as the project manager (“Project
Manager”). The Project Manager shall supervise the progress and execution of this Agreement.
B. Consultant. Consultant shall assign Mahsa Azad to have overall
responsibility for the progress and execution of this Agreement for Consultant.
3. Scope and Performance of Services
A. Scope of Services. Subject to such policy direction and approvals as City
may determine from time to time, Consultant shall perform the type of services generally set out
in the Scope of Work attached hereto as Exhibit A and incorporated herein by reference.
Consultant shall be assigned to provide particular services pursuant to the requirements of a task
order that has been issued in conformance with the City’s Purchasing Policy (“Task Order”)
executed by Consultant and City.
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
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Docusign Envelope ID: C23482B1-7263-468D-B7C6-6C80D4B4DFA7
24th------
OAK #4862-8048-1163 (Rev 10-23)
executed agreement from City and obtaining and delivering the required insurance coverage, and
satisfactory evidence thereof, to City. Consultant shall perform its services in accordance with
the schedule attached to the Task Order. Any changes to these dates in either this Section 3 or
the Task Order shall be approved in writing by the Project Manager.
C. Standard of Quality. City relies upon the professional ability of
Consultant as a material inducement to entering into this Agreement. All work performed by
Consultant under this Agreement shall be performed (1) with due diligence, using its best efforts
to perform and coordinate all activities in a timely manner; (2) in accordance with all applicable
legal requirements; and (3) with the standard of quality ordinarily 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: (1) for services provided
directly under this Agreement be at the rate and schedules more particularly described in Exhibit
B, attached hereto and incorporated by this reference; or (2) for services authorized by Task
Orders, be at the rate and schedules specified by said Task Order. However, in no event shall the
amount City pays to Consultant for services provided directly under this Agreement exceed
fifteen thousand dollars ($15,000.00); nor shall the amount City pays to Consultant for work
done by Task Order exceed the total compensation specified by the Task Order. City’s
obligation to pay compensation to Consultant as provided herein is contingent upon Consultant’s
compliance with the terms and conditions of this Agreement and any amendments thereto.
Payment by City under this Agreement shall not be deemed a waiver of unsatisfactory work,
even if such defects were known to the City at the time of payment.
B. Timing of Payment. City shall pay Consultant as compensation in full for
such services and expenses for the different elements of the scope of work as follows:
(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.
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OAK #4862-8048-1163 (Rev 10-23)
C. Changes in Compensation. Consultant will not undertake any work that
will incur costs in excess of the amount set forth in Section 4(A) of this Agreement without prior
written amendment to this Agreement. City shall have the right to amend the Scope of Work
within the Agreement by written notification to the Consultant. In such event, the compensation
and time of performance shall be subject to renegotiation upon written demand of either party to
the Agreement. Consultant shall not commence any work exceeding the Scope of Work without
prior written authorization from the City. Failure of the Consultant to secure City’s written
authorization for extra or changed work shall constitute a waiver of any and all right to
adjustment in the contract price or time due, whether by way of compensation, restitution,
quantum meruit, etc. for work done without the appropriate City authorization.
D. Taxes. Consultant shall pay all taxes, assessments and premiums under
the federal Social Security Act, any applicable unemployment insurance contributions, Workers
Compensation insurance premiums, sales taxes, use taxes, personal property taxes, or other taxes
or assessments now or hereafter in effect and payable by reason of or in connection with the
services to be performed by Consultant.
E. No Overtime or Premium Pay. Consultant shall receive no premium or
enhanced pay for work normally understood as overtime, i.e., hours that exceed forty (40) hours
per work week, or work performed during non-standard business hours, such as in the evenings
or on weekends. Consultant shall not receive a premium or enhanced pay for work performed on
a recognized holiday. Consultant shall not receive paid time off for days not worked, whether it
be in the form of sick leave, administrative leave, or for any other form of absence.
F. Litigation Support. Consultant agrees to testify at City’s request if
litigation is brought against City in connection with Consultant’s work product. Unless the
action is brought by Consultant or is based upon Consultant’s negligence, City will compensate
Consultant for the preparation and the testimony at Consultant’s standard hourly rates, if
requested by City and not part of the litigation brought by City against Consultant.
5. Term. The term of this Agreement shall commence on the date of its execution
by both parties and shall continue in full force and effect until December 31, 2029, unless earlier
terminated in accordance with this Agreement. Notwithstanding the foregoing, this Agreement
may be extended for successive one-year term(s) upon mutual, written approval by the City
Manager or his/her designee and Consultant. Work authorized by a separate Task Order as
contemplated by this Agreement shall be performed in accordance with the schedule set forth in
the Task Order.
6. Inspection. Consultant shall furnish City with every reasonable opportunity for
City to ascertain that the services of Consultant are being performed in accordance with the
requirements and intentions of this Agreement. All work done and all materials furnished, if
any, shall be subject to the Project Manager’s inspection and approval. The inspection of such
work shall not relieve Consultant of any of its obligations to fulfill the Agreement as prescribed.
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,
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prepared or obtained by the Consultant under the Agreement shall be vested in City, none of
which shall be used in any manner whatsoever, by any person, firm, corporation, or agency
without the expressed written consent of the City. Consultant shall assume no responsibility for
the unintended use by others of such final work products which are not related to the scope of the
services described under this Agreement. Basic survey notes and sketches, charts, computations,
and other data prepared or obtained under the Agreement shall be made available, upon request,
to City without restriction or limitations on their use. Consultant may retain copies of the above-
described information but agrees not to disclose or discuss any information gathered, discussed
or generated in any way through this Agreement without the written permission of City during
the term of this Agreement, unless required by law.
8. Employment of Other Consultants, Specialists or Experts. Consultant will not
employ or otherwise incur an obligation to pay other consultants, specialists or experts for
services in connection with this Agreement without the prior written approval of the City.
9. Conflict of Interest Requirements.
A. Consultant covenants and represents that neither it, nor any officer or
principal of its firm, has, or shall acquire any investment, income, business entity, interest in real
property, or other interest, directly or indirectly, which would conflict in any manner with the
interests of City, hinder Consultant’s performance of services under this Agreement, or be
affected in any manner or degree by performance of Consultant’s services hereunder. Consultant
further covenants that in the performance of the Agreement, no person having any such interest
shall be employed by it as an officer, employee, agent, or subcontractor without the express
written consent of the City. Consultant agrees at all times to avoid conflicts of interest, or the
appearance of any conflicts of interest, with the interests of the City in the performance of the
Agreement.
B. Consultant is not a designated employee within the meaning of the
Political Reform Act because Consultant:
(1) will not have the power to make any governmental decision,
including whether to: approve any rates, rules, regulations, policies, standards, or guidelines of
the City or any of its subdivisions; adopt or enforce any laws; issue, deny, suspend, or revoke
any permit, license, application, certificate, order, or any similar authorization or entitlement;
authorize, modify, or renew any form of City contract; grant approval to any City contract
specifications on behalf of the City; or grant City approval for any plans, designs, reports, or
similar; and
(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” includes 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
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(3) will not perform the same duties for the City that would otherwise
be performed by a staff member required to report under the City’s conflict of interest code.
(2 Cal. Code Regs. § 18700.3.)
10. Liability of Members and Employees of City. No member of the City and no
other officer, elected official, employee or agent of the City shall be personally liable to
Consultant or otherwise in the event of any default or breach of the City, or for any amount
which may become due to Consultant or any successor in interest, or for any obligations directly
or indirectly incurred under the terms of this Agreement. To the maximum extent permitted by
law, the City shall have no liability or responsibility for any accident, loss, or damage to any
work performed under this Agreement whether prior to its completion or acceptance or
otherwise.
11. Indemnity.
A. Indemnification. To the fullest extent permitted by law, Consultant shall,
at its own expense, indemnify, protect, defend (by counsel reasonably satisfactory to the City)
and hold harmless City and any and all of its officers, officials, employees, agents and volunteers
(“Indemnified Parties”) from and against any and all liability (including liability for claims,
demands, damages, obligations, suits, actions, arbitration proceedings, administrative
proceedings, regulatory proceedings, losses, expenses or costs of any kind, whether actual,
alleged or threatened, including attorneys’ fees and costs, court costs, interest, defense costs and
expert witness fees) of any nature (“Liability”), whether actual, alleged or threatened, which
arise out of, pertain to, or relate to the performance or failure to comply with this Agreement,
regardless of any fault or alleged fault of the Indemnified Parties.
1. 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.
2. The only exception to Consultant’s responsibility to indemnify,
protect, defend, and hold harmless the Indemnified Parties from Liability is due to the active
negligence or willful misconduct of City or its elective or appointive boards, officers, agents and
employees.
B. Scope of Obligation. Consultant’s duty to indemnify, protect, defend and
hold harmless as set forth in this Section 11 shall include the duty to defend (by counsel
reasonably satisfactory to the City) as set forth in California Civil Code § 2778. This
indemnification obligation is not limited in any way by any limitation on the amount or type of
damages or compensation payable by or for Consultant under worker’s compensation, disability
or other employee benefit acts or the terms, applicability or limitations of any insurance held or
provided by Consultant and shall continue to bind the parties after termination/completion of this
agreement. This indemnification shall be regardless of, and not in any way limited by, the
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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.
C. Consultant’s duty to indemnify, protect, defend and hold harmless as set
forth in this Section 11 shall not be excused because of the Consultant’s inability to evaluate
Liability, or because the Consultant evaluates Liability and determines that the Consultant is not
or may not be liable. 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 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 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 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.
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C. Prevailing Wage. Consultant and Consultant’s subcontractors (if any)
shall, to the extent required by the California Labor Code, pay not less than the latest prevailing
wage rates to workers and professionals as determined by the Director of Industrial Relations of
the State of California pursuant to California Labor Code, Part 7, Chapter 1, Article 2. Copies of
the applicable wage determination are on file at the City’s office of the City Clerk.
D. Injury and Illness Prevention Program. Consultant certifies that it is aware
of and has complied with the provisions of California Labor Code § 6401.7, which requires
every employer to adopt a written injury and illness prevention program.
E. Business Licenses. Unless exempt by law, Consultant and all
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. Confidential Information. All data, documents, discussions or other information
developed or received by or for Consultant in performance of this Agreement are confidential
and not to be disclosed to any person except as authorized by City, or as required by law.
15. Assignment; Subcontractors; Employees
A. Assignment. Consultant shall not assign, delegate, transfer, or convey its
duties, responsibilities, or interests in this Agreement or any right, title, obligation, or interest in
or to the same or any part thereof without the City’s prior written consent, which shall be in the
City’s sole discretion. Any assignment without such approval shall be void and, at the City’s
option, shall immediately cause this Agreement to terminate.
B. Subcontractors; Employees. Consultant shall be responsible for
employing or engaging all persons necessary to perform Consultant’s services hereunder. No
subcontractor of Consultant shall be recognized by the City as such; rather, all subcontractors are
deemed to be employees of Consultant, and Consultant agrees to be responsible for their
performance. Consultant shall give its personal attention to the fulfillment of the provisions of
this Agreement by all of its employees and subcontractors, if any, and shall keep the work under
its control. If any employee or subcontractor of Consultant fails or refuses to carry out the
provisions of this Agreement or appears to be incompetent or to act in a disorderly or improper
manner, it shall be discharged immediately from the work under this Agreement on demand of
the Project Manager.
16. Insurance. Without limiting Consultant’s indemnification provided herein,
Consultant shall, at its own expense, procure and maintain insurance that complies with the
requirements set forth in Exhibit C to this Agreement, which is attached hereto and incorporated
by reference. Consultant shall upon thirty (30) days’ written notice comply with any changes in
the amounts and terms of insurance as may be required from time-to-time by City’s risk
manager.
17. Termination of Agreement; Default.
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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 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 Consultant’s breach of the Agreement.
C. In the event City terminates this Agreement without cause, Consultant
shall be entitled to any compensation owed to it up to the time of such termination, it being
understood that any payments are full compensation for services rendered prior to the time of
payment.
D. Upon termination of this Agreement with or without cause, Consultant
shall turn over to the City Manager immediately any and all copies of studies, sketches,
drawings, computations, and other data, whether or not completed, prepared by Consultant or its
subcontractors, if any, or given to Consultant or its subcontractors, if any, in connection with this
Agreement. Such materials shall become the permanent property of the City. Consultant,
however, shall not be liable for the City’s use of incomplete materials nor for the City’s use of
complete documents if used for other than the project contemplated by this Agreement.
18. Suspension. The City shall have the authority to suspend this Agreement and the
services contemplated herein, wholly or in part, for such period as it deems necessary due to
unfavorable conditions or to the failure on the part of the Consultant to perform any provision of
this Agreement. Consultant will be paid for satisfactory services performed prior to the date of
suspension. During the period of suspension, Consultant shall not receive any payment for
services or expenses incurred by Consultant by reason of such suspension.
19. Merger; Amendment. This Agreement constitutes the complete and exclusive
statement of the agreement between City and Consultant and shall supersede all prior
negotiations, representations, or agreements, either written or oral. This document may be
amended only by written instrument, signed by both the City and Consultant. All provisions of
this Agreement are expressly made conditions.
20. Interpretation. This Agreement shall be interpreted as though it was a product of
a joint drafting effort, and no provisions shall be interpreted against a party on the ground that
said party was solely or primarily responsible for drafting the language to be interpreted.
21. Litigation 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
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court will not be bound by any court fee schedule, but shall, if it is in the interest of justice to do
so, award the full amount of costs, expenses, and attorneys’ fees paid or incurred in good faith.
22. Time Is of the Essence. Time is of the essence in this Agreement. Upon receipt
of a written notice from City to proceed with work required by a Task Order, Consultant shall
immediately commence work to perform the services required by that Task Order according to
the time requirements set in the Task Order.
23. Written Notification. Any notice, demand, request, consent, approval or
communication that either party desires or is required to give to the other party shall be in
writing and either served personally or sent by prepaid, first-class mail. Any such notice,
demand, etc. shall be addressed to the other party at the address set forth below. Either party
may change its address by notifying the other party in writing 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.
If to City: City Clerk
City of Rohnert Park - City Hall
130 Avram Avenue
Rohnert Park, CA 94928
If to Consultant: AZAD Engineering PC
Attn: Mahsa Azad
1901 Harrison Street, Suite 1101
Oakland, CA 94612
24. Consultant’s Books and Records.
A. Consultant shall maintain any and all ledgers, books of account, invoices,
vouchers, canceled checks, and other records or documents evidencing or relating to charges for
services, or expenditures and disbursements charged to City and all documents and records
which demonstrate performance under this Agreement for a minimum period of three (3) years,
or for any longer period required by law, from the date of termination or completion of this
Agreement.
B. Any records or documents required to be maintained pursuant to this
Agreement shall be made available for inspection or audit, at any time during regular business
hours, upon written request by the City Attorney, City Auditor, City Manager, or a designated
representative of any of these officers. Copies of such documents shall be provided to City for
inspection when it is practical to do so. Otherwise, unless an alternative is mutually agreed
upon, the records shall be available at Consultant’s address indicated for receipt of notices in this
Agreement.
C. The City may, by written request by any of the above-named officers,
require that custody of the records be given to the City and that the records and documents be
maintained in the City Manager's office.
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25. Agreement Is Binding. The terms, covenants, and conditions of this Agreement
shall apply to, and shall bind, the heirs, successors, executors, administrators, assigns, and
subcontractors of both parties.
26. Equal Employment Opportunity. Consultant is an equal opportunity employer
and agrees to comply with all applicable state and federal regulations governing equal
employment opportunity. Consultant will not discriminate against any employee or applicant for
employment because of race, religion, age, sex, creed, color, sexual orientation, marital status or
national origin. Consultant will take affirmative action to ensure that applicants are treated
during such employment without regard to race, religion, age, sex, creed, color, sexual
orientation, marital status, or national origin. Such action shall include, but shall not be limited
to, the following: employment, upgrading, demotion, or transfer; recruitment or recruitment
advertising; lay-offs or termination; rates of pay or other forms of compensation; and selection
for training, including apprenticeship. Consultant further agrees to post in conspicuous places,
available to employees and applicants for employment, notices setting forth the provisions of this
nondiscrimination clause.
27. Non-Exclusive Agreement. This is a non-exclusive agreement. City reserves the
right to provide, and to retain other consultants to provide, services that are the same or similar to
the services described in this Agreement.
28. City Not Obligated to Third Parties. The City shall not be obligated or liable for
payment hereunder to any party other than Consultant.
29. Remedies/Waiver. No failure on the part of either party to exercise any term,
covenant, condition, right or remedy hereunder shall operate as a waiver of any other term,
covenant, condition, right or remedy that such party may have hereunder. All remedies
permitted or available under this Agreement, or at law or in equity, are cumulative and
alternative. As a condition precedent to commencing legal action involving a claim or dispute
against the City arising from this Agreement, 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.
30. Severability. If any one or more of the provisions contained herein shall for any
reason be held to be invalid, illegal or unenforceable in any respect, then such provision or
provisions shall be deemed severable from the remaining provisions hereof, and such invalidity,
illegality, or unenforceability shall not affect any other provision hereof, and this Agreement
shall be construed as if such invalid, illegal, or unenforceable provision had not been contained
herein.
31. Exhibits. The following exhibits are attached to this Agreement and incorporated
herein by this reference:
A. Exhibit A: Scope of Work and Schedule of Performance
B. Exhibit B: Compensation
C. Exhibit C: Insurance Requirements
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32. Execution. This Agreement may be executed in several counterparts, each of
which shall constitute one and the same instrument and shall become binding upon the parties
when at least one copy hereof shall have been signed by both parties hereto. In approving this
Agreement, it shall not be necessary to produce or account for more than one such counterpart.
The parties hereby expressly agree to the use of electronic signatures, which shall be deemed to
have the same effect as an original signature.
33.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.
34.Applicable Law; Venue. This Agreement shall be construed and interpreted
according to California law. In the event that suit shall be brought by either party hereunder, the
parties agree that a trial of such action shall be held exclusively in a state court in the County of
Sonoma, California.
35. Authority. Each individual executing this Agreement on behalf of one of the
parties represents that he or she is duly authorized to sign and deliver the Agreement on behalf of
such party and that this Agreement is binding on such party in accordance with its terms.
IN WITNESS WHEREOF, City and Consultant have executed this Agreement as of the date first
above written.
CITY OF ROHNERT PARK AZAD ENGINEERING PC
By: __________________________________
Marcela Piedra, City Manager
By:
Mahsa Azad, President
Date: _______________________________ Date:
Per Resolution No. 2026-______adopted by the Rohnert
Park City Council at its meeting of February 10, 2026.
By: _________________________________
Tracy Rankin, Interim Risk Manager (Date)
By: _________________________________
Betsy Howze, Finance Director (Date)
APPROVED AS TO FORM:
By: __________________________________
City Attorney
ATTEST:
By: __________________________________
City Clerk
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1/27/2026
24th
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Consultant Services for the City of Rohnert Park
Exhibit A - Scope of Services
Exhibit A – Scope of Services
AZAD’s services are structured to supplement City staff within the Public Works – Capital Improvement Services
Division, in full alignment with the City of Rohnert Park’s Engineering Design Standards, adopted policies, and
applicable state and federal regulations, including the Subdivision Map Act where applicable and the Rohnert Park
Municipal Code.
Public Works – Capital Improvement Services
We bring experience in managing and inspecting simple to complex infrastructure programs for local and regional
agencies, and our clients would attest to AZAD providing a responsive extension of staff that integrates seamlessly
with municipal processes. We show strengths with transportation projects designed to Caltrans standards,
projects receiving federal funding to include FEMA, sites located near rail, vertical projects utilizing alternative
delivery methods to include design-build and progressive design-build, and projects with complex underlying
issues, such as underground utilities. Our services are to include:
Constructability Reviews and Value Engineering
Construction Management and Inspection Services
CONSTRUCTABILITY REVIEWS - AZAD provides constructability reviews that identify potential conflicts, cost
drivers, and schedule risks before construction begins. Our California-licensed engineers and construction
managers leverage direct field experience on complex municipal and transportation projects to review design
documents for clarity, feasibility, and compliance with City standards. We evaluate staging, access, and utility
conflicts, verify specification alignment with local materials and methods, and recommend alternatives to
streamline construction.
By conducting early coordination workshops with designers, utilities, and City staff, AZAD ensures practical, cost-
effective designs that minimize change orders and delays. This proactive review process has consistently yielded
measurable savings and smoother project delivery for public agencies across the Bay Area.
VALUE ENGINEERING - AZAD integrates Value Engineering (VE) as a disciplined process to enhance project
function, reduce cost, and improve constructability without compromising quality or safety. Drawing from our
leadership on Caltrans and BART value engineering initiatives, including VE Change Proposals that reduced project
durations by up to 60%, we evaluate design elements for performance, maintainability, and long-term
sustainability.
Our team emphasizes lifecycle cost analysis, material optimization, and staging efficiencies that align with Rohnert
Park’s values of fiscal responsibility and innovation. Through collaborative workshops and technical analysis, we
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Consultant Services for the City of Rohnert Park
Exhibit A- Scope of Services
develop feasible VE alternatives that strengthen project outcomes and extend the value of City investments in
public infrastructure.
CONSTRUCTION MANAGEMENT AND INSPECTION - AZAD delivers comprehensive construction
management and inspection services to ensure projects are built safely, on time, within budget, and to the highest
quality standards. Our multidisciplinary team of Resident Engineers, inspectors, and project support staff serve as
an extension of City staff, managing daily construction oversight, documentation, payments, and public
communication. We verify contractor compliance with specifications, enforce safety and environmental
standards, and maintain detailed records to support transparent project administration. With proven success
managing complex transportation, utility, and facility improvement projects under multiple jurisdictions, AZAD
will provide the City of Rohnert Park with a dependable partner committed to protecting public investment and
ensuring exceptional project delivery.
Regulatory Awareness and Commitment to Compliance
AZAD recognizes that the City of Rohnert Park’s engineering, development, and construction standards are closely
aligned with those of neighboring North Bay jurisdictions. Our team has provided construction oversight and
management services under Sonoma County’s standards, as well as for projects governed by Caltrans, SMART,
and other local public works agencies with similar design and permitting frameworks. Recently, AZAD supported
the Sonoma-Marin Area Rail Transit (SMART) Petaluma North Station project, performing inspection,
documentation, and coordination of rail, roadway, utility, and electrical systems in accordance with regional and
state codes. This work required close collaboration with multiple agencies, including SMART, PG&E, and city public
works departments, and demonstrates our familiarity with the permitting processes, safety protocols, and
multimodal infrastructure standards that also guide the City of Rohnert Park’s capital projects.
To ensure immediate alignment with City procedures, AZAD will request a standards-orientation workshop at
project initiation with the City’s project management and engineering staff. This session will review the City’s
current Engineering Design Standards, Standard Plans, LID Manual, and permitting workflows. Following this
workshop, AZAD will integrate these requirements into our internal quality-assurance/quality-control (QA/QC)
templates, checklists, and submittal review procedures.
This proactive process ensures every deliverable, from constructability review comments to inspection reports,
meets or exceeds the City’s standards, state regulatory obligations, and applicable federal compliance measures.
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Consultant Services for the City of Rohnert Park
Exhibit B- Hourly Rate Sheet
Exhibit B – Hourly Rate Sheet
Job Position Range Hourly Loaded Rate
Resident Engineer $232.20-$242.64
Contract Manager $253.75
Lead Inspector $218.37-$224.93
Inspector $179.55-$201.39
Office Engineer $157.71-$177.08
Project Controls $189.26-$218.64
Scheduler $157.71-$332.41
Cost Estimator $232.13-$242.64
Rates effective 10/01/2025-09/30/2026
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Exhibit C
OAK #4862-8048-1163 (Rev 10-23)
EXHIBIT C
INSURANCE REQUIREMENTS for Consulting 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
a 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 a 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 a limit no less than $2,000,000 per occurrence or claim,
$2,000,000 aggregate.
If 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 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).
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Exhibit C
OAK #4862-8048-1163 (Rev 10-23)
Primary Coverage
For any claims related to this contract, 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 in 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
written 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 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
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; and
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, Consultant must
purchase “extended reporting” coverage for a minimum of five (5) years after completion
of contract work.
Verification of Coverage
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Exhibit C
OAK #4862-8048-1163 (Rev 10-23)
Consultant shall furnish the City with original Certificates of Insurance including all required
amendatory endorsements (or copies of the applicable policy language effecting coverage
required by this clause) and a copy of the Declarations and Endorsement Page of the CGL policy
listing all policy endorsements to City before work begins. However, failure to obtain the
required documents prior to the work beginning shall not waive 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.
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CERTIFICATE OF CONSULTANT
I HEREBY CERTIFY that I am the __________________________________, and a
duly authorized representative of the firm of _____________________________________,
whose address is ______________________________________________________, and that
neither I nor the above firm I here represent has:
a)Employed or retained for a commission, percentage, brokerage, contingent
fee, or other consideration, any firm or person (other than a bona fide
employee working solely for me or the above consultant) to solicit to
secure this Agreement.
b)Agreed, as an express or implied condition for obtaining this contract, to
employ or retain the services of any firm or person in connection with
carrying out the Agreement; or
c)Paid, or agreed to pay, to any firm, organization or person (other than a
bona fide employee working solely for me or the above consultant) any
fee, contribution, donation, or consideration of any kind for, or in
connection with, procuring or carrying out the Agreement;
Except as here expressly stated (if any);
I acknowledge that this certificate is subject to applicable State and Federal laws, both
criminal and civil.
_________________ ___________________________________
Date Signature
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1901 Harrison St. Suite 1100, Oakland, CA 94612
President
1/27/2026
Azad Engineering PC (AZAD)
OAK #4862-8048-1163 (Rev 10-23)
MASTER AGREEMENT FOR CONSULTANT SERVICES
This MASTER AGREEMENT FOR CONSULTANT SERVICES (“Agreement”) is
entered into as of the 10th day of February, 2026, by and between the City of Rohnert Park
(“City”), a California municipal corporation, and Bellecci & Associates, Inc. DBA Sanbell Bay
Area (“Consultant”), a California corporation, with reference to the following facts,
understandings and intentions.
Recitals
WHEREAS, City desires to obtain services designated in Exhibit A; and
WHEREAS, Consultant hereby warrants to City that Consultant is skilled and able to
provide such services described in Section 3 of this Agreement; and
WHEREAS, City desires to retain Consultant pursuant to this Agreement to provide the
services described in Section 3 of this Agreement, subject to the terms and conditions of this
Agreement
Agreement
NOW, THEREFORE, in consideration of their mutual covenants, the parties hereto agree
as follows:
1.Incorporation of Recitals. The recitals and all defined terms set forth above are
hereby incorporated into this Agreement as if set forth herein in full.
2.Project Coordination. Authorized representatives shall represent City and
Consultant in all matters pertaining to this Agreement.
A.City. The City Manager or his/her designee shall represent City for all
purposes under this Agreement, except where approval for the City is specifically required by the
City Council. The CIP Program Manager is hereby designated as the project manager (“Project
Manager”). The Project Manager shall supervise the progress and execution of this Agreement.
B.Consultant. Consultant shall assign Robert Broestl to have overall
responsibility for the progress and execution of this Agreement for Consultant.
3.Scope and Performance of Services
A.Scope of Services. Subject to such policy direction and approvals as City
may determine from time to time, Consultant shall perform the type of services generally set out
in the Scope of Work attached hereto as Exhibit A and incorporated herein by reference.
Consultant shall be assigned to provide particular services pursuant to the requirements of a task
order that has been issued in conformance with the City’s Purchasing Policy (“Task Order”)
executed by Consultant and City.
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B.Time of Performance. The services of Consultant are to commence upon
receipt of a written notice to proceed from City, but in no event prior to receiving a fully
executed agreement from City and obtaining and delivering the required insurance coverage, and
satisfactory evidence thereof, to City. Consultant shall perform its services in accordance with
the schedule attached to the Task Order. Any changes to these dates in either this Section 3 or
the Task Order shall be approved in writing by the Project Manager.
C.Standard of Quality. City relies upon the professional ability of
Consultant as a material inducement to entering into this Agreement. All work performed by
Consultant under this Agreement shall be performed (1) with due diligence, using its best efforts
to perform and coordinate all activities in a timely manner; (2) in accordance with all applicable
legal requirements; and (3) with the standard of quality ordinarily 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: (1) for services provided
directly under this Agreement be at the rate and schedules more particularly described in Exhibit
B, attached hereto and incorporated by this reference; or (2) for services authorized by Task
Orders, be at the rate and schedules specified by said Task Order. However, in no event shall the
amount City pays to Consultant for services provided directly under this Agreement exceed
fifteen thousand dollars ($15,000.00); nor shall the amount City pays to Consultant for work
done by Task Order exceed the total compensation specified by the Task Order. City’s
obligation to pay compensation to Consultant as provided herein is contingent upon Consultant’s
compliance with the terms and conditions of this Agreement and any amendments thereto.
Payment by City under this Agreement shall not be deemed a waiver of unsatisfactory work,
even if such defects were known to the City at the time of payment.
B.Timing of Payment. City shall pay Consultant as compensation in full for
such services and expenses for the different elements of the scope of work as follows:
(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.
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C. Changes in Compensation. Consultant will not undertake any work that
will incur costs in excess of the amount set forth in Section 4(A) of this Agreement without prior
written amendment to this Agreement. City shall have the right to amend the Scope of Work
within the Agreement by written notification to the Consultant. In such event, the compensation
and time of performance shall be subject to renegotiation upon written demand of either party to
the Agreement. Consultant shall not commence any work exceeding the Scope of Work without
prior written authorization from the City. Failure of the Consultant to secure City’s written
authorization for extra or changed work shall constitute a waiver of any and all right to
adjustment in the contract price or time due, whether by way of compensation, restitution,
quantum meruit, etc. for work done without the appropriate City authorization.
D. Taxes. Consultant shall pay all taxes, assessments and premiums under
the federal Social Security Act, any applicable unemployment insurance contributions, Workers
Compensation insurance premiums, sales taxes, use taxes, personal property taxes, or other taxes
or assessments now or hereafter in effect and payable by reason of or in connection with the
services to be performed by Consultant.
E. No Overtime or Premium Pay. Consultant shall receive no premium or
enhanced pay for work normally understood as overtime, i.e., hours that exceed forty (40) hours
per work week, or work performed during non-standard business hours, such as in the evenings
or on weekends. Consultant shall not receive a premium or enhanced pay for work performed on
a recognized holiday. Consultant shall not receive paid time off for days not worked, whether it
be in the form of sick leave, administrative leave, or for any other form of absence.
F. Litigation Support. Consultant agrees to testify at City’s request if
litigation is brought against City in connection with Consultant’s work product. Unless the
action is brought by Consultant or is based upon Consultant’s negligence, City will compensate
Consultant for the preparation and the testimony at Consultant’s standard hourly rates, if
requested by City and not part of the litigation brought by City against Consultant.
5. Term. The term of this Agreement shall commence on the date of its execution
by both parties and shall continue in full force and effect until December 31, 2029, unless earlier
terminated in accordance with this Agreement. Notwithstanding the foregoing, this Agreement
may be extended for successive one-year term(s) upon mutual, written approval by the City
Manager or his/her designee and Consultant. Work authorized by a separate Task Order as
contemplated by this Agreement shall be performed in accordance with the schedule set forth in
the Task Order.
6. Inspection. Consultant shall furnish City with every reasonable opportunity for
City to ascertain that the services of Consultant are being performed in accordance with the
requirements and intentions of this Agreement. All work done and all materials furnished, if
any, shall be subject to the Project Manager’s inspection and approval. The inspection of such
work shall not relieve Consultant of any of its obligations to fulfill the Agreement as prescribed.
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,
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prepared or obtained by the Consultant under the Agreement shall be vested in City, none of
which shall be used in any manner whatsoever, by any person, firm, corporation, or agency
without the expressed written consent of the City. Consultant shall assume no responsibility for
the unintended use by others of such final work products which are not related to the scope of the
services described under this Agreement. Basic survey notes and sketches, charts, computations,
and other data prepared or obtained under the Agreement shall be made available, upon request,
to City without restriction or limitations on their use. Consultant may retain copies of the above-
described information but agrees not to disclose or discuss any information gathered, discussed
or generated in any way through this Agreement without the written permission of City during
the term of this Agreement, unless required by law.
8. Employment of Other Consultants, Specialists or Experts. Consultant will not
employ or otherwise incur an obligation to pay other consultants, specialists or experts for
services in connection with this Agreement without the prior written approval of the City.
9. Conflict of Interest Requirements.
A. Consultant covenants and represents that neither it, nor any officer or
principal of its firm, has, or shall acquire any investment, income, business entity, interest in real
property, or other interest, directly or indirectly, which would conflict in any manner with the
interests of City, hinder Consultant’s performance of services under this Agreement, or be
affected in any manner or degree by performance of Consultant’s services hereunder. Consultant
further covenants that in the performance of the Agreement, no person having any such interest
shall be employed by it as an officer, employee, agent, or subcontractor without the express
written consent of the City. Consultant agrees at all times to avoid conflicts of interest, or the
appearance of any conflicts of interest, with the interests of the City in the performance of the
Agreement.
B. Consultant is not a designated employee within the meaning of the
Political Reform Act because Consultant:
(1) will not have the power to make any governmental decision,
including whether to: approve any rates, rules, regulations, policies, standards, or guidelines of
the City or any of its subdivisions; adopt or enforce any laws; issue, deny, suspend, or revoke
any permit, license, application, certificate, order, or any similar authorization or entitlement;
authorize, modify, or renew any form of City contract; grant approval to any City contract
specifications on behalf of the City; or grant City approval for any plans, designs, reports, or
similar; and
(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” includes 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
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(3) will not perform the same duties for the City that would otherwise
be performed by a staff member required to report under the City’s conflict of interest code.
(2 Cal. Code Regs. § 18700.3.)
10. Liability of Members and Employees of City. No member of the City and no
other officer, elected official, employee or agent of the City shall be personally liable to
Consultant or otherwise in the event of any default or breach of the City, or for any amount
which may become due to Consultant or any successor in interest, or for any obligations directly
or indirectly incurred under the terms of this Agreement. To the maximum extent permitted by
law, the City shall have no liability or responsibility for any accident, loss, or damage to any
work performed under this Agreement whether prior to its completion or acceptance or
otherwise.
11. Indemnity.
A. Indemnification. To the fullest extent permitted by law, Consultant shall,
at its own expense, indemnify, protect, defend (by counsel reasonably satisfactory to the City)
and hold harmless City and any and all of its officers, officials, employees, agents and volunteers
(“Indemnified Parties”) from and against any and all liability (including liability for claims,
demands, damages, obligations, suits, actions, arbitration proceedings, administrative
proceedings, regulatory proceedings, losses, expenses or costs of any kind, whether actual,
alleged or threatened, including attorneys’ fees and costs, court costs, interest, defense costs and
expert witness fees) of any nature (“Liability”), whether actual, alleged or threatened, which
arise out of, pertain to, or relate to the performance or failure to comply with this Agreement,
regardless of any fault or alleged fault of the Indemnified Parties.
1. 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.
2. The only exception to Consultant’s responsibility to indemnify,
protect, defend, and hold harmless the Indemnified Parties from Liability is due to the active
negligence or willful misconduct of City or its elective or appointive boards, officers, agents and
employees.
B. Scope of Obligation. Consultant’s duty to indemnify, protect, defend and
hold harmless as set forth in this Section 11 shall include the duty to defend (by counsel
reasonably satisfactory to the City) as set forth in California Civil Code § 2778. This
indemnification obligation is not limited in any way by any limitation on the amount or type of
damages or compensation payable by or for Consultant under worker’s compensation, disability
or other employee benefit acts or the terms, applicability or limitations of any insurance held or
provided by Consultant and shall continue to bind the parties after termination/completion of this
agreement. This indemnification shall be regardless of, and not in any way limited by, the
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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.
C. Consultant’s duty to indemnify, protect, defend and hold harmless as set
forth in this Section 11 shall not be excused because of the Consultant’s inability to evaluate
Liability, or because the Consultant evaluates Liability and determines that the Consultant is not
or may not be liable. 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 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 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 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.
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C. Prevailing Wage. Consultant and Consultant’s subcontractors (if any)
shall, to the extent required by the California Labor Code, pay not less than the latest prevailing
wage rates to workers and professionals as determined by the Director of Industrial Relations of
the State of California pursuant to California Labor Code, Part 7, Chapter 1, Article 2. Copies of
the applicable wage determination are on file at the City’s office of the City Clerk.
D. Injury and Illness Prevention Program. Consultant certifies that it is aware
of and has complied with the provisions of California Labor Code § 6401.7, which requires
every employer to adopt a written injury and illness prevention program.
E. Business Licenses. Unless exempt by law, Consultant and all
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. Confidential Information. All data, documents, discussions or other information
developed or received by or for Consultant in performance of this Agreement are confidential
and not to be disclosed to any person except as authorized by City, or as required by law.
15. Assignment; Subcontractors; Employees
A. Assignment. Consultant shall not assign, delegate, transfer, or convey its
duties, responsibilities, or interests in this Agreement or any right, title, obligation, or interest in
or to the same or any part thereof without the City’s prior written consent, which shall be in the
City’s sole discretion. Any assignment without such approval shall be void and, at the City’s
option, shall immediately cause this Agreement to terminate.
B. Subcontractors; Employees. Consultant shall be responsible for
employing or engaging all persons necessary to perform Consultant’s services hereunder. No
subcontractor of Consultant shall be recognized by the City as such; rather, all subcontractors are
deemed to be employees of Consultant, and Consultant agrees to be responsible for their
performance. Consultant shall give its personal attention to the fulfillment of the provisions of
this Agreement by all of its employees and subcontractors, if any, and shall keep the work under
its control. If any employee or subcontractor of Consultant fails or refuses to carry out the
provisions of this Agreement or appears to be incompetent or to act in a disorderly or improper
manner, it shall be discharged immediately from the work under this Agreement on demand of
the Project Manager.
16. Insurance. Without limiting Consultant’s indemnification provided herein,
Consultant shall, at its own expense, procure and maintain insurance that complies with the
requirements set forth in Exhibit C to this Agreement, which is attached hereto and incorporated
by reference. Consultant shall upon thirty (30) days’ written notice comply with any changes in
the amounts and terms of insurance as may be required from time-to-time by City’s risk
manager.
17. Termination of Agreement; Default.
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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 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 Consultant’s breach of the Agreement.
C. In the event City terminates this Agreement without cause, Consultant
shall be entitled to any compensation owed to it up to the time of such termination, it being
understood that any payments are full compensation for services rendered prior to the time of
payment.
D. Upon termination of this Agreement with or without cause, Consultant
shall turn over to the City Manager immediately any and all copies of studies, sketches,
drawings, computations, and other data, whether or not completed, prepared by Consultant or its
subcontractors, if any, or given to Consultant or its subcontractors, if any, in connection with this
Agreement. Such materials shall become the permanent property of the City. Consultant,
however, shall not be liable for the City’s use of incomplete materials nor for the City’s use of
complete documents if used for other than the project contemplated by this Agreement.
18. Suspension. The City shall have the authority to suspend this Agreement and the
services contemplated herein, wholly or in part, for such period as it deems necessary due to
unfavorable conditions or to the failure on the part of the Consultant to perform any provision of
this Agreement. Consultant will be paid for satisfactory services performed prior to the date of
suspension. During the period of suspension, Consultant shall not receive any payment for
services or expenses incurred by Consultant by reason of such suspension.
19. Merger; Amendment. This Agreement constitutes the complete and exclusive
statement of the agreement between City and Consultant and shall supersede all prior
negotiations, representations, or agreements, either written or oral. This document may be
amended only by written instrument, signed by both the City and Consultant. All provisions of
this Agreement are expressly made conditions.
20. Interpretation. This Agreement shall be interpreted as though it was a product of
a joint drafting effort, and no provisions shall be interpreted against a party on the ground that
said party was solely or primarily responsible for drafting the language to be interpreted.
21. Litigation 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
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court will not be bound by any court fee schedule, but shall, if it is in the interest of justice to do
so, award the full amount of costs, expenses, and attorneys’ fees paid or incurred in good faith.
22. Time Is of the Essence. Time is of the essence in this Agreement. Upon receipt
of a written notice from City to proceed with work required by a Task Order, Consultant shall
immediately commence work to perform the services required by that Task Order according to
the time requirements set in the Task Order.
23. Written Notification. Any notice, demand, request, consent, approval or
communication that either party desires or is required to give to the other party shall be in
writing and either served personally or sent by prepaid, first-class mail. Any such notice,
demand, etc. shall be addressed to the other party at the address set forth below. Either party
may change its address by notifying the other party in writing 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.
If to City: City Clerk
City of Rohnert Park - City Hall
130 Avram Avenue
Rohnert Park, CA 94928
If to Consultant: Bellecci & Associates, Inc. DBA Sanbell Bay Area
Attn: Robert Broestl
1390 Willow Pass Road, Suite 300
Concord, CA 94520
24. Consultant’s Books and Records.
A. Consultant shall maintain any and all ledgers, books of account, invoices,
vouchers, canceled checks, and other records or documents evidencing or relating to charges for
services, or expenditures and disbursements charged to City and all documents and records
which demonstrate performance under this Agreement for a minimum period of three (3) years,
or for any longer period required by law, from the date of termination or completion of this
Agreement.
B. Any records or documents required to be maintained pursuant to this
Agreement shall be made available for inspection or audit, at any time during regular business
hours, upon written request by the City Attorney, City Auditor, City Manager, or a designated
representative of any of these officers. Copies of such documents shall be provided to City for
inspection when it is practical to do so. Otherwise, unless an alternative is mutually agreed
upon, the records shall be available at Consultant’s address indicated for receipt of notices in this
Agreement.
C. The City may, by written request by any of the above-named officers,
require that custody of the records be given to the City and that the records and documents be
maintained in the City Manager's office.
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25. Agreement Is Binding. The terms, covenants, and conditions of this Agreement
shall apply to, and shall bind, the heirs, successors, executors, administrators, assigns, and
subcontractors of both parties.
26. Equal Employment Opportunity. Consultant is an equal opportunity employer
and agrees to comply with all applicable state and federal regulations governing equal
employment opportunity. Consultant will not discriminate against any employee or applicant for
employment because of race, religion, age, sex, creed, color, sexual orientation, marital status or
national origin. Consultant will take affirmative action to ensure that applicants are treated
during such employment without regard to race, religion, age, sex, creed, color, sexual
orientation, marital status, or national origin. Such action shall include, but shall not be limited
to, the following: employment, upgrading, demotion, or transfer; recruitment or recruitment
advertising; lay-offs or termination; rates of pay or other forms of compensation; and selection
for training, including apprenticeship. Consultant further agrees to post in conspicuous places,
available to employees and applicants for employment, notices setting forth the provisions of this
nondiscrimination clause.
27. Non-Exclusive Agreement. This is a non-exclusive agreement. City reserves the
right to provide, and to retain other consultants to provide, services that are the same or similar to
the services described in this Agreement.
28. City Not Obligated to Third Parties. The City shall not be obligated or liable for
payment hereunder to any party other than Consultant.
29. Remedies/Waiver. No failure on the part of either party to exercise any term,
covenant, condition, right or remedy hereunder shall operate as a waiver of any other term,
covenant, condition, right or remedy that such party may have hereunder. All remedies
permitted or available under this Agreement, or at law or in equity, are cumulative and
alternative. As a condition precedent to commencing legal action involving a claim or dispute
against the City arising from this Agreement, 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.
30. Severability. If any one or more of the provisions contained herein shall for any
reason be held to be invalid, illegal or unenforceable in any respect, then such provision or
provisions shall be deemed severable from the remaining provisions hereof, and such invalidity,
illegality, or unenforceability shall not affect any other provision hereof, and this Agreement
shall be construed as if such invalid, illegal, or unenforceable provision had not been contained
herein.
31. Exhibits. The following exhibits are attached to this Agreement and incorporated
herein by this reference:
A. Exhibit A: Scope of Work and Schedule of Performance
B. Exhibit B: Compensation
C. Exhibit C: Insurance Requirements
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32. Execution. This Agreement may be executed in several counterparts, each of
which shall constitute one and the same instrument and shall become binding upon the parties
when at least one copy hereof shall have been signed by both parties hereto. In approving this
Agreement, it shall not be necessary to produce or account for more than one such counterpart.
The parties hereby expressly agree to the use of electronic signatures, which shall be deemed to
have the same effect as an original signature.
33.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.
34.Applicable Law; Venue. This Agreement shall be construed and interpreted
according to California law. In the event that suit shall be brought by either party hereunder, the
parties agree that a trial of such action shall be held exclusively in a state court in the County of
Sonoma, California.
35. Authority. Each individual executing this Agreement on behalf of one of the
parties represents that he or she is duly authorized to sign and deliver the Agreement on behalf of
such party and that this Agreement is binding on such party in accordance with its terms.
IN WITNESS WHEREOF, City and Consultant have executed this Agreement as of the date first
above written.
CITY OF ROHNERT PARK BELLECCI & ASSOCIATES, INC. DBA
SANBELL BAY AREA
By: __________________________________
Marcela Piedra, City Manager (Date)
By:
Daniel Leary, PE, PTOE, QSD (Date)
Managing Director for Sanbell Bay Area
Per Resolution No. 2026-______adopted by the Rohnert
Park City Council at its meeting of February 10, 2026.
By: _________________________________
Tracy Rankin, Interim Risk Manager (Date)
By: _________________________________
Betsy Howze, Finance Director (Date)
BELLECCI & ASSOCIATES, INC. DBA
SANBELL BAY AREA
By:
Mark Holle, Associate Principal (Date)
Director of Finance and Accounting
APPROVED AS TO FORM:
By: __________________________________
City Attorney
ATTEST:
By: __________________________________
City Clerk
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2/3/2026
1/28/2026
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Rohnert Park • PROPOSAL Consultant Services For The City
EXHIBIT A: Approach/Scope of Services
Understanding
Sonoma County is known for its world-class vineyards, historic charm, and destinations that
attract wine enthusiasts, food lovers, and those seeking a serene getaway. The City of Rohnert
Park, with a population of approximately 44,000, is home to Sonoma State University and some
of Sonoma County’s major medical technology and life sciences companies. The City has been
described as a great place to live and work, with excellent neighborhoods, high quality schools,
and it is centrally located in the heart of Sonoma County.
Project Understanding
Bellecci & Associates, dba Sanbell Bay Area (Sanbell) understands that the City of Rohnert Park is
seeking qualified consultants who can provide a variety of potential On-Call Consultant services.
We have decades of experience with On-Call contracts, including 35+ current ones* throughout
Northern California. Sanbell is specifically interested in the following categories of work:
Development Services:
•Private development reviews: grading permits, improvement plans, final map review
•Surveying services
•Low impact development design review
•And technical support for Sewer System Master Plan & Urban Water Management Plan
Public Works – Capital Improvement Services:
•Municipal utilities: Water (pipelines/wells, pumps), recycled water & storm water infrastructure
•Geographic information system & mapping services
•Feasibility studies, Condition assessments
•Independent checks & peer reviews
•Constructability reviews & value engineering
•Drafting services
•Professional engineering services/ civil engineering design (CIP projects)
•Create/update standard technical specifications
•Cost estimating
•Project management services (including State / Federal funded projects)
•Transportation Engineering (with some Traffic Engineering in-house capabilities)
•Grant Assistance, public outreach support
•SWPPP for projects (We have certified QSD/P and QSP Engineers)
•Land surveying: topographic mapping, boundary surveys, construction surveys/staking, legal
mapping/descriptions, records of survey, City Surveyor services
(* refer to Firm Overview for Sanbell’s on-call client list)
School Street Sidewalk Gap Closure • Cotati
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Rohnert Park • PROPOSAL Consultant Services For The City
Our firm has the in-house technical capabilities, experience, and sufficient local resources
(Concord and Pleasanton) to provide the City services for all of the categories of work listed
above. For projects that require a specialty subconsultant, such as Geotechnical Engineering,
Landscape Architecture, Structural Engineering, or CEQA/NEPA clearance, we would turn to one of
the many, high quality partners we frequently team with. Some of the subconsultants we typically
use include: Miller Pacific Engineering (Geotechnical Eng: Novato, Petaluma, Napa) and RHAA
(Landscape Architects: Mill Valley).
As was stated briefly in the introduction to this Statement of Qualifications, we have a significant
amount of On-Call experience gained from a large portfolio of public sector work over the past
42+ years. Overall, Sanbell has been selected for more than 700+ CIP projects for other Cities and
public agencies in Nor Cal over the past several decades, and hundreds of private projects since
our company was founded in 1983.
In our experience, on-call work for public sector clients is similar to other design work with a few
minor differences. A consultant under contract for On-Call work is committing to projects, of an
unknown size, complexity and construction budget. To be successful, the firm must be highly
adaptable and have sufficient resources to take on new work. Sanbell has structured the firm
with redundancy of talent specifically to cover our On-Call work. Sanbell has developed a niche in
working on small to medium sized CIP projects. We do not have a minimum hour charge, which
is well received by our clients for their smaller projects. We have also successfully managed other
CIP projects with construction values between $100k to $30M+ in project costs.
Prior to preparing detailed plans for on-call projects, our in-house Team will review the preliminary
information provided by the City, and as applicable, schedule a site visit meeting with the City to
discuss the primary goals and objectives for the project. At Sanbell we have established a mind-
set to carefully consider each project’s unique challenges.
Based on the preliminary information, the field meeting with the City, and our own research, we will
develop a specific scope of work and budget needed for the City to issue a Task Order authorizing
Sanbell to begin work.
Communication is one of the key aspects of our programming approach for the City’s On-Call
projects. Project elements such as design alternatives, schedule, project costs, budget, and
meetings should be effectively communicated to the City, including appropriate committees and
community stakeholders, as directed by the City.
The Project Management Approach described in this section is the overall philosophy Sanbell
follows for public sector projects. This narrative is the general approach we follow for a typical pavement
design project . A customized scope and approach will be developed once a specific task order has
been assigned to us.
General Approach Engineering Design
(Sample Pavement Rehabilitation Project)
The first order of work will be to meet with the City to discuss the project in detail and to obtain
all existing information on the project. During the project kickoff meeting, Sanbell will listen to the
City to identify the overall Mission of the Project. We find it is beneficial at the kick-off meeting to
include stakeholders in the project. Early resolution of any project concerns will be important for
our design to be in line with the City’s goals at the outset prior to commencing final design.
After our kickoff meeting with the City, we will schedule and perform site inspection of the streets
proposed for pavement rehabilitation. Areas of pavement failures will be estimated and quantified
for cost estimation.
EXHIBIT A: Approach/Scope of Services
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Rohnert Park • PROPOSAL Consultant Services For The City
Project Understanding
Bellecci & Associates, dba Sanbell Bay Area (Sanbell) understands that the City of Rohnert Park is
seeking qualified consultants who can provide a variety of On-Call City Engineering services.
Our firm has the in-house technical capabilities, experience, and sufficient local resources
(Concord and Pleasanton) to provide the City services for all of the categories of work listed
above. For projects that require a specialty subconsultant, such as Geotechnical Engineering,
Landscape Architecture, Structural Engineering, or CEQA/NEPA clearance, we would turn to one of
the many, high quality partners we frequently team with. Some of the subconsultants we typically
use include: Miller Pacific Engineering (Geotechnical Eng: Novato, Petaluma, Napa) and RHAA
(Landscape Architects: Mill Valley).
EXHIBIT A: Approach/Scope of Services
School Street Sidewalk Gap Closure (via On-Call) • Cotati
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Rohnert Park • PROPOSAL Consultant Services For The City
We will review the project sites for non-compliant ADA facilities and provide estimated costs
for replacement. The information gathered from our site investigation will be used to prepare a
preliminary cost estimate for each of the proposed streets. The preliminary estimate will be compared
with the City’s budget, and if necessary, the street list will be adjusted to fit within the City’s budget.
Pavement coring and R-value testing will be performed on the project streets scheduled for
rehabilitation to determine the existing pavement section. This task will be performed by one
of the highly skilled geotechnical firms we have long relationships with, such as Miller Pacific.
The replacement asphalt concrete overlay or mill & fill pavement section will be designed using
Caltrans design criteria based on the results of the R-value tests, traffic index (TI), and existing
pavement section.
We generally use aerial photographs, and/or available City base maps as the project design base map.
The design base map will be supplemented with relevant ground shot survey information from the
Sanbell survey crew. The survey work will be performed and tied into the NAD 1983 State Plane system.
Curb returns listed to receive ADA ramps will be surveyed in detail for the design of the ADA compliant
improvements. Survey ground shots and visible utility locations will be added to the drawing file to
complete the base information for the designers. In addition, the Sanbell survey crew will set survey
control points for reference and use for construction staking of the proposed improvements.
Plans and specifications for the project will be prepared based on the chosen pavement design
section for each of the project sites. The plans will be prepared at a 1” = 20’ scale on 24”x 36”
plan sheets. The construction specifications will include construction staging and traffic control
requirements, as required. Drawings will also include mapping of existing striping and pavement
markings and show any striping modifications. ADA ramps will be designed using the detailed
topographic survey information collected by our own survey crew. (Operating Eng. Local Union No. 3)
When the project is out for bid, Sanbell will respond to all questions regarding the plans and
specifications and prepare any addendum to the plans and specifications necessary to clarify
the design. During construction, Sanbell will attend the preconstruction meeting with the
contractor, City staff and applicable utility companies. We will review the contractor submittals
for compliance with the specifications and respond within ten days. We will also clarify questions
regarding the plans (RFIs), review change order requests from the contractor and prepare
change orders recommendations for the City.
EXHIBIT A: Approach/Scope of Services
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Rohnert Park • PROPOSAL Consultant Services For The City
Communication with residents is often critical to the success of the project. As deemed necessary
by the City, Sanbell proposes to meet with the residents and businesses that will be impacted by a
future (TBD) project.
We have had success in the past with an “open house” style of meeting where the residents
and business owners can view the plans and ask questions. At the meeting we will inform residents
and business owners of what they can expect during the construction, the tentative schedule and
the planned traffic control and road closures.
City of Concord Community Meeting (Pavement Project)
EXHIBIT A: Approach/Scope of Services
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Rohnert Park • PROPOSAL Consultant Services For The City
EXHIBIT A: Capabilities
Sanbell has Demonstrated Expertise in the Following Areas
Design
•Prepare engineering calculations and designs, plans, specifications, cost estimates, and contract
bidding documents. Formats for these documents will be discussed at the time of the
task assignment
•Bidding services including responding to bidders questions, attending pre-bid job walk, assistance
in preparing addenda, attending the pre-construction meeting
•Prepare as-built drawings and provide in AutoCAD
Feasibility Studies
•Presenting alternatives to meet desired goal(s)with arguments for and against alternatives
Conduct analysis of options (includes site and field investigation, cost/benefit, and
recommended best alternatives)
•Assist in preparation of draft report and presentations to city commissions
•Assist with grant applications
General Professional Services
•Prepare Plans, Specifications, and Estimates for Capital Improvement Projects in any of the
following subjects: pavement, transportation, parks, facilities, water, wastewater, and storm
drainage
Land Development Services
•Plan check for construction documents (architectural, civil, utility, and landscape plans;
specifications, hydrology reports, general land development review, etc.)
Parks and Recreation Projects*
•New parks, trails, parking lots, detention basins, play equipment, track and field, stadiums,
rest rooms, NCAA turf & grass fields
Pavement Rehabilitation and Maintenance
•Slurry seal, mill and fill, digouts, base repairs, full depth reclamation *(FDR), and Cold in Place
Recycling (CIR)
Storm Drain & Sanitary Sewer Improvements
•Storm drain infrastructure improvements, Prop. 84 Projects, LID, green-infrastructure, detention
basins, Rain Gardens. Sewer rehabilitation: review sewer videos, sewer main, transmission pipeline,
laterals, manholes, trenchless designs
Street Improvements
•Complete Streets, widening, road diets, beautification, rehabilitation or new construction, traffic
calming, Safe Routes to School, Class I–IV bike facilities, pavement rehabilitation/ repair
Surveying & Other Field Reconnaissance
•Topographic Survey, City Surveyor, Construction Staking, Plats & Legal Descriptions, Boundary,
ALTA, Monument Preservation, GIS, Utility Surveys, Aerial Flight Crosses, QA/ QC Surveys,
City Surveyor
Utilities (Other)
•Water distribution main, transmission pipeline, laterals, manholes, etc.
•Rule 20, undergrounding of overhead utilities, etc.
* We were the civil and/or survey subconsultant to a landscape architect for some park projects
Survey Services
Property Boundary & Record Monuments
Monument Preservation
Establish Vertical & Horizontal Control
Utility Surveys
Prepare Base Map
Legal Descriptions, Plans, Survey Records
Topographic Surveys
Sewer/SD Observation Forms
Ground-penetrating Radar Survey
Aerial Mapping
City Surveyor
* In-house Sanbell (Bay Area)
1: UG Utility locator/GPR Subconsultant (TBD)
2: Aerial Surveyor subconsultant - 360 Aerial or (TBD)
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Rohnert Park • PROPOSAL Consultant Services For The City
EXHIBIT B: Hourly Rates
Billing Rates
Jan 1, 2026 to
Dec 31, 2026
Engineering Services
Engineering Technician $108
Staff Engineer I $146
Staff Engineer II $162
Staff Engineer III $176
Staff Engineer IV $190
Project Engineer I / Project Manager I $184
Project Engineer II / Project Manager II $224
Senior Engineer I / Senior Project Manager $228
Senior Engineer II / Senior Project Manager $242
Principal Engineer I $260
Principal Engineer II $288
Construction Services
Public Works Inspector $176
Senior Public Works Inspector $190
Public Works Inspector Assistant $146
Construction Manager $228
Administrative $116
Resident Engineer $224
Land Surveying Services
Safety Monitor/Flag Person $128
Staff Surveyor I $146
Staff Surveyor II $176
Professional Land Surveyor I $240
Professional Land Surveyor II $256
Survey, Party Chief II $196
Survey, Journeyman Rodman $126
Survey, Apprentice I $84
Survey, Apprentice II $90
Survey, Apprentice III $110
Survey, Apprentice IV $130
2-Man Survey Crew $326
3-Man Survey Crew $436
Drone Photography/Videography $240
Graphic Artist $154
Legal & Expert Services
Document Review and Case Meetings $270
Depositions and Trial Testimony $446
Client authorized overtime work will be charged at 135% of the standard hourly
*** billing rates to increase 4% per year, beginning on January 1
Expenses
Bond $0.50/SF
Mylar $18/SF
Large Format Color Presentation $3.00/SF
Company Vehicle at Site $16/hr
Color Copies - 8.5x11 $1.50/EA
Color Copies - 11x17 $2.5/EA
Other Direct Project Expenses Cost + 10%
Subcontractors Cost + 10%
Outside Printing & Delivery Service Cost + 10%
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Exhibit C
OAK #4862-8048-1163 (Rev 10-23)
EXHIBIT C
INSURANCE REQUIREMENTS for Consulting 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
a 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 a 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 a limit no less than $2,000,000 per occurrence or claim,
$2,000,000 aggregate.
If 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 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).
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Exhibit C
OAK #4862-8048-1163 (Rev 10-23)
Primary Coverage
For any claims related to this contract, 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 in 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
written 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 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
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; and
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, Consultant must
purchase “extended reporting” coverage for a minimum of five (5) years after completion
of contract work.
Verification of Coverage
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Exhibit C
OAK #4862-8048-1163 (Rev 10-23)
Consultant shall furnish the City with original Certificates of Insurance including all required
amendatory endorsements (or copies of the applicable policy language effecting coverage
required by this clause) and a copy of the Declarations and Endorsement Page of the CGL policy
listing all policy endorsements to City before work begins. However, failure to obtain the
required documents prior to the work beginning shall not waive 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.
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OAK #4862-8048-1163 (Rev 10-23)
CERTIFICATE OF CONSULTANT
I HEREBY CERTIFY that I am the __________________________________, and a
duly authorized representative of the firm of _____________________________________,
whose address is ______________________________________________________, and that
neither I nor the above firm I here represent has:
a)Employed or retained for a commission, percentage, brokerage, contingent
fee, or other consideration, any firm or person (other than a bona fide
employee working solely for me or the above consultant) to solicit to
secure this Agreement.
b)Agreed, as an express or implied condition for obtaining this contract, to
employ or retain the services of any firm or person in connection with
carrying out the Agreement; or
c)Paid, or agreed to pay, to any firm, organization or person (other than a
bona fide employee working solely for me or the above consultant) any
fee, contribution, donation, or consideration of any kind for, or in
connection with, procuring or carrying out the Agreement;
Except as here expressly stated (if any);
I acknowledge that this certificate is subject to applicable State and Federal laws, both
criminal and civil.
_________________ ___________________________________
Date Signature
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Managing Director
1390 Willow Pass Road, Suite 300, concord CA 94520
2/3/2026
Bellecci & Associates (dbs "Sanbell-Bay Area")
OAK #4862-8048-1163 (Rev 10-23)
MASTER AGREEMENT FOR CONSULTANT SERVICES
This MASTER AGREEMENT FOR CONSULTANT SERVICES (“Agreement”) is
entered into as of the ______ day of _______________, 2026, by and between the City of
Rohnert Park (“City”), a California municipal corporation, and Borrelli and Associates, Inc.
(“Consultant”), a California corporation, with reference to the following facts, understandings
and intentions.
Recitals
WHEREAS, City desires to obtain services designated in Exhibit A; and
WHEREAS, Consultant hereby warrants to City that Consultant is skilled and able to
provide such services described in Section 3 of this Agreement; and
WHEREAS, City desires to retain Consultant pursuant to this Agreement to provide the
services described in Section 3 of this Agreement, subject to the terms and conditions of this
Agreement
Agreement
NOW, THEREFORE, in consideration of their mutual covenants, the parties hereto agree
as follows:
1. Incorporation of Recitals. The recitals and all defined terms set forth above are
hereby incorporated into this Agreement as if set forth herein in full.
2. Project Coordination. Authorized representatives shall represent City and
Consultant in all matters pertaining to this Agreement.
A. City. The City Manager or his/her designee shall represent City for all
purposes under this Agreement, except where approval for the City is specifically required by the
City Council. The CIP Program Manager is hereby designated as the project manager (“Project
Manager”). The Project Manager shall supervise the progress and execution of this Agreement.
B. Consultant. Consultant shall assign John Borrelli to have overall
responsibility for the progress and execution of this Agreement for Consultant.
3. Scope and Performance of Services
A. Scope of Services. Subject to such policy direction and approvals as City
may determine from time to time, Consultant shall perform the type of services generally set out
in the Scope of Work attached hereto as Exhibit A and incorporated herein by reference.
Consultant shall be assigned to provide particular services pursuant to the requirements of a task
order that has been issued in conformance with the City’s Purchasing Policy (“Task Order”)
executed by Consultant and City.
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B. Time of Performance. The services of Consultant are to commence upon
receipt of a written notice to proceed from City, but in no event prior to receiving a fully
executed agreement from City and obtaining and delivering the required insurance coverage, and
satisfactory evidence thereof, to City. Consultant shall perform its services in accordance with
the schedule attached to the Task Order. Any changes to these dates in either this Section 3 or
the Task Order shall be approved in writing by the Project Manager.
C. Standard of Quality. City relies upon the professional ability of
Consultant as a material inducement to entering into this Agreement. All work performed by
Consultant under this Agreement shall be performed (1) with due diligence, using its best efforts
to perform and coordinate all activities in a timely manner; (2) in accordance with all applicable
legal requirements; and (3) with the standard of quality ordinarily 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: (1) for services provided
directly under this Agreement be at the rate and schedules more particularly described in Exhibit
B, attached hereto and incorporated by this reference; or (2) for services authorized by Task
Orders, be at the rate and schedules specified by said Task Order. However, in no event shall the
amount City pays to Consultant for services provided directly under this Agreement exceed
fifteen thousand dollars ($15,000.00); nor shall the amount City pays to Consultant for work
done by Task Order exceed the total compensation specified by the Task Order. City’s
obligation to pay compensation to Consultant as provided herein is contingent upon Consultant’s
compliance with the terms and conditions of this Agreement and any amendments thereto.
Payment by City under this Agreement shall not be deemed a waiver of unsatisfactory work,
even if such defects were known to the City at the time of payment.
B. Timing of Payment. City shall pay Consultant as compensation in full for
such services and expenses for the different elements of the scope of work as follows:
(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.
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C. Changes in Compensation. Consultant will not undertake any work that
will incur costs in excess of the amount set forth in Section 4(A) of this Agreement without prior
written amendment to this Agreement. City shall have the right to amend the Scope of Work
within the Agreement by written notification to the Consultant. In such event, the compensation
and time of performance shall be subject to renegotiation upon written demand of either party to
the Agreement. Consultant shall not commence any work exceeding the Scope of Work without
prior written authorization from the City. Failure of the Consultant to secure City’s written
authorization for extra or changed work shall constitute a waiver of any and all right to
adjustment in the contract price or time due, whether by way of compensation, restitution,
quantum meruit, etc. for work done without the appropriate City authorization.
D. Taxes. Consultant shall pay all taxes, assessments and premiums under
the federal Social Security Act, any applicable unemployment insurance contributions, Workers
Compensation insurance premiums, sales taxes, use taxes, personal property taxes, or other taxes
or assessments now or hereafter in effect and payable by reason of or in connection with the
services to be performed by Consultant.
E. No Overtime or Premium Pay. Consultant shall receive no premium or
enhanced pay for work normally understood as overtime, i.e., hours that exceed forty (40) hours
per work week, or work performed during non-standard business hours, such as in the evenings
or on weekends. Consultant shall not receive a premium or enhanced pay for work performed on
a recognized holiday. Consultant shall not receive paid time off for days not worked, whether it
be in the form of sick leave, administrative leave, or for any other form of absence.
F. Litigation Support. Consultant agrees to testify at City’s request if
litigation is brought against City in connection with Consultant’s work product. Unless the
action is brought by Consultant or is based upon Consultant’s negligence, City will compensate
Consultant for the preparation and the testimony at Consultant’s standard hourly rates, if
requested by City and not part of the litigation brought by City against Consultant.
5. Term. The term of this Agreement shall commence on the date of its execution
by both parties and shall continue in full force and effect until December 31, 2029, unless earlier
terminated in accordance with this Agreement. Notwithstanding the foregoing, this Agreement
may be extended for successive one-year term(s) upon mutual, written approval by the City
Manager or his/her designee and Consultant. Work authorized by a separate Task Order as
contemplated by this Agreement shall be performed in accordance with the schedule set forth in
the Task Order.
6. Inspection. Consultant shall furnish City with every reasonable opportunity for
City to ascertain that the services of Consultant are being performed in accordance with the
requirements and intentions of this Agreement. All work done and all materials furnished, if
any, shall be subject to the Project Manager’s inspection and approval. The inspection of such
work shall not relieve Consultant of any of its obligations to fulfill the Agreement as prescribed.
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,
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prepared or obtained by the Consultant under the Agreement shall be vested in City, none of
which shall be used in any manner whatsoever, by any person, firm, corporation, or agency
without the expressed written consent of the City. Consultant shall assume no responsibility for
the unintended use by others of such final work products which are not related to the scope of the
services described under this Agreement. Basic survey notes and sketches, charts, computations,
and other data prepared or obtained under the Agreement shall be made available, upon request,
to City without restriction or limitations on their use. Consultant may retain copies of the above-
described information but agrees not to disclose or discuss any information gathered, discussed
or generated in any way through this Agreement without the written permission of City during
the term of this Agreement, unless required by law.
8. Employment of Other Consultants, Specialists or Experts. Consultant will not
employ or otherwise incur an obligation to pay other consultants, specialists or experts for
services in connection with this Agreement without the prior written approval of the City.
9. Conflict of Interest Requirements.
A. Consultant covenants and represents that neither it, nor any officer or
principal of its firm, has, or shall acquire any investment, income, business entity, interest in real
property, or other interest, directly or indirectly, which would conflict in any manner with the
interests of City, hinder Consultant’s performance of services under this Agreement, or be
affected in any manner or degree by performance of Consultant’s services hereunder. Consultant
further covenants that in the performance of the Agreement, no person having any such interest
shall be employed by it as an officer, employee, agent, or subcontractor without the express
written consent of the City. Consultant agrees at all times to avoid conflicts of interest, or the
appearance of any conflicts of interest, with the interests of the City in the performance of the
Agreement.
B. Consultant is not a designated employee within the meaning of the
Political Reform Act because Consultant:
(1) will not have the power to make any governmental decision,
including whether to: approve any rates, rules, regulations, policies, standards, or guidelines of
the City or any of its subdivisions; adopt or enforce any laws; issue, deny, suspend, or revoke
any permit, license, application, certificate, order, or any similar authorization or entitlement;
authorize, modify, or renew any form of City contract; grant approval to any City contract
specifications on behalf of the City; or grant City approval for any plans, designs, reports, or
similar; and
(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” includes 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
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(3) will not perform the same duties for the City that would otherwise
be performed by a staff member required to report under the City’s conflict of interest code.
(2 Cal. Code Regs. § 18700.3.)
10. Liability of Members and Employees of City. No member of the City and no
other officer, elected official, employee or agent of the City shall be personally liable to
Consultant or otherwise in the event of any default or breach of the City, or for any amount
which may become due to Consultant or any successor in interest, or for any obligations directly
or indirectly incurred under the terms of this Agreement. To the maximum extent permitted by
law, the City shall have no liability or responsibility for any accident, loss, or damage to any
work performed under this Agreement whether prior to its completion or acceptance or
otherwise.
11. Indemnity.
A. Indemnification. To the fullest extent permitted by law, Consultant shall,
at its own expense, indemnify, protect, defend (by counsel reasonably satisfactory to the City)
and hold harmless City and any and all of its officers, officials, employees, agents and volunteers
(“Indemnified Parties”) from and against any and all liability (including liability for claims,
demands, damages, obligations, suits, actions, arbitration proceedings, administrative
proceedings, regulatory proceedings, losses, expenses or costs of any kind, whether actual,
alleged or threatened, including attorneys’ fees and costs, court costs, interest, defense costs and
expert witness fees) of any nature (“Liability”), whether actual, alleged or threatened, which
arise out of, pertain to, or relate to the performance or failure to comply with this Agreement,
regardless of any fault or alleged fault of the Indemnified Parties.
1. 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.
2. The only exception to Consultant’s responsibility to indemnify,
protect, defend, and hold harmless the Indemnified Parties from Liability is due to the active
negligence or willful misconduct of City or its elective or appointive boards, officers, agents and
employees.
B. Scope of Obligation. Consultant’s duty to indemnify, protect, defend and
hold harmless as set forth in this Section 11 shall include the duty to defend (by counsel
reasonably satisfactory to the City) as set forth in California Civil Code § 2778. This
indemnification obligation is not limited in any way by any limitation on the amount or type of
damages or compensation payable by or for Consultant under worker’s compensation, disability
or other employee benefit acts or the terms, applicability or limitations of any insurance held or
provided by Consultant and shall continue to bind the parties after termination/completion of this
agreement. This indemnification shall be regardless of, and not in any way limited by, the
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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.
C. Consultant’s duty to indemnify, protect, defend and hold harmless as set
forth in this Section 11 shall not be excused because of the Consultant’s inability to evaluate
Liability, or because the Consultant evaluates Liability and determines that the Consultant is not
or may not be liable. 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 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 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 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.
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C. Prevailing Wage. Consultant and Consultant’s subcontractors (if any)
shall, to the extent required by the California Labor Code, pay not less than the latest prevailing
wage rates to workers and professionals as determined by the Director of Industrial Relations of
the State of California pursuant to California Labor Code, Part 7, Chapter 1, Article 2. Copies of
the applicable wage determination are on file at the City’s office of the City Clerk.
D. Injury and Illness Prevention Program. Consultant certifies that it is aware
of and has complied with the provisions of California Labor Code § 6401.7, which requires
every employer to adopt a written injury and illness prevention program.
E. Business Licenses. Unless exempt by law, Consultant and all
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. Confidential Information. All data, documents, discussions or other information
developed or received by or for Consultant in performance of this Agreement are confidential
and not to be disclosed to any person except as authorized by City, or as required by law.
15. Assignment; Subcontractors; Employees
A. Assignment. Consultant shall not assign, delegate, transfer, or convey its
duties, responsibilities, or interests in this Agreement or any right, title, obligation, or interest in
or to the same or any part thereof without the City’s prior written consent, which shall be in the
City’s sole discretion. Any assignment without such approval shall be void and, at the City’s
option, shall immediately cause this Agreement to terminate.
B. Subcontractors; Employees. Consultant shall be responsible for
employing or engaging all persons necessary to perform Consultant’s services hereunder. No
subcontractor of Consultant shall be recognized by the City as such; rather, all subcontractors are
deemed to be employees of Consultant, and Consultant agrees to be responsible for their
performance. Consultant shall give its personal attention to the fulfillment of the provisions of
this Agreement by all of its employees and subcontractors, if any, and shall keep the work under
its control. If any employee or subcontractor of Consultant fails or refuses to carry out the
provisions of this Agreement or appears to be incompetent or to act in a disorderly or improper
manner, it shall be discharged immediately from the work under this Agreement on demand of
the Project Manager.
16. Insurance. Without limiting Consultant’s indemnification provided herein,
Consultant shall, at its own expense, procure and maintain insurance that complies with the
requirements set forth in Exhibit C to this Agreement, which is attached hereto and incorporated
by reference. Consultant shall upon thirty (30) days’ written notice comply with any changes in
the amounts and terms of insurance as may be required from time-to-time by City’s risk
manager.
17. Termination of Agreement; Default.
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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 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 Consultant’s breach of the Agreement.
C. In the event City terminates this Agreement without cause, Consultant
shall be entitled to any compensation owed to it up to the time of such termination, it being
understood that any payments are full compensation for services rendered prior to the time of
payment.
D. Upon termination of this Agreement with or without cause, Consultant
shall turn over to the City Manager immediately any and all copies of studies, sketches,
drawings, computations, and other data, whether or not completed, prepared by Consultant or its
subcontractors, if any, or given to Consultant or its subcontractors, if any, in connection with this
Agreement. Such materials shall become the permanent property of the City. Consultant,
however, shall not be liable for the City’s use of incomplete materials nor for the City’s use of
complete documents if used for other than the project contemplated by this Agreement.
18. Suspension. The City shall have the authority to suspend this Agreement and the
services contemplated herein, wholly or in part, for such period as it deems necessary due to
unfavorable conditions or to the failure on the part of the Consultant to perform any provision of
this Agreement. Consultant will be paid for satisfactory services performed prior to the date of
suspension. During the period of suspension, Consultant shall not receive any payment for
services or expenses incurred by Consultant by reason of such suspension.
19. Merger; Amendment. This Agreement constitutes the complete and exclusive
statement of the agreement between City and Consultant and shall supersede all prior
negotiations, representations, or agreements, either written or oral. This document may be
amended only by written instrument, signed by both the City and Consultant. All provisions of
this Agreement are expressly made conditions.
20. Interpretation. This Agreement shall be interpreted as though it was a product of
a joint drafting effort, and no provisions shall be interpreted against a party on the ground that
said party was solely or primarily responsible for drafting the language to be interpreted.
21. Litigation 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
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court will not be bound by any court fee schedule, but shall, if it is in the interest of justice to do
so, award the full amount of costs, expenses, and attorneys’ fees paid or incurred in good faith.
22. Time Is of the Essence. Time is of the essence in this Agreement. Upon receipt
of a written notice from City to proceed with work required by a Task Order, Consultant shall
immediately commence work to perform the services required by that Task Order according to
the time requirements set in the Task Order.
23. Written Notification. Any notice, demand, request, consent, approval or
communication that either party desires or is required to give to the other party shall be in
writing and either served personally or sent by prepaid, first-class mail. Any such notice,
demand, etc. shall be addressed to the other party at the address set forth below. Either party
may change its address by notifying the other party in writing 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.
If to City: City Clerk
City of Rohnert Park - City Hall
130 Avram Avenue
Rohnert Park, CA 94928
If to Consultant: Borrelli and Associates, Inc.
Attn: John Borrelli
2032 N. Gateway Boulevard
Fresno, CA 93727-1606
24. Consultant’s Books and Records.
A. Consultant shall maintain any and all ledgers, books of account, invoices,
vouchers, canceled checks, and other records or documents evidencing or relating to charges for
services, or expenditures and disbursements charged to City and all documents and records
which demonstrate performance under this Agreement for a minimum period of three (3) years,
or for any longer period required by law, from the date of termination or completion of this
Agreement.
B. Any records or documents required to be maintained pursuant to this
Agreement shall be made available for inspection or audit, at any time during regular business
hours, upon written request by the City Attorney, City Auditor, City Manager, or a designated
representative of any of these officers. Copies of such documents shall be provided to City for
inspection when it is practical to do so. Otherwise, unless an alternative is mutually agreed
upon, the records shall be available at Consultant’s address indicated for receipt of notices in this
Agreement.
C. The City may, by written request by any of the above-named officers,
require that custody of the records be given to the City and that the records and documents be
maintained in the City Manager's office.
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25. Agreement Is Binding. The terms, covenants, and conditions of this Agreement
shall apply to, and shall bind, the heirs, successors, executors, administrators, assigns, and
subcontractors of both parties.
26. Equal Employment Opportunity. Consultant is an equal opportunity employer
and agrees to comply with all applicable state and federal regulations governing equal
employment opportunity. Consultant will not discriminate against any employee or applicant for
employment because of race, religion, age, sex, creed, color, sexual orientation, marital status or
national origin. Consultant will take affirmative action to ensure that applicants are treated
during such employment without regard to race, religion, age, sex, creed, color, sexual
orientation, marital status, or national origin. Such action shall include, but shall not be limited
to, the following: employment, upgrading, demotion, or transfer; recruitment or recruitment
advertising; lay-offs or termination; rates of pay or other forms of compensation; and selection
for training, including apprenticeship. Consultant further agrees to post in conspicuous places,
available to employees and applicants for employment, notices setting forth the provisions of this
nondiscrimination clause.
27. Non-Exclusive Agreement. This is a non-exclusive agreement. City reserves the
right to provide, and to retain other consultants to provide, services that are the same or similar to
the services described in this Agreement.
28. City Not Obligated to Third Parties. The City shall not be obligated or liable for
payment hereunder to any party other than Consultant.
29. Remedies/Waiver. No failure on the part of either party to exercise any term,
covenant, condition, right or remedy hereunder shall operate as a waiver of any other term,
covenant, condition, right or remedy that such party may have hereunder. All remedies
permitted or available under this Agreement, or at law or in equity, are cumulative and
alternative. As a condition precedent to commencing legal action involving a claim or dispute
against the City arising from this Agreement, 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.
30. Severability. If any one or more of the provisions contained herein shall for any
reason be held to be invalid, illegal or unenforceable in any respect, then such provision or
provisions shall be deemed severable from the remaining provisions hereof, and such invalidity,
illegality, or unenforceability shall not affect any other provision hereof, and this Agreement
shall be construed as if such invalid, illegal, or unenforceable provision had not been contained
herein.
31. Exhibits. The following exhibits are attached to this Agreement and incorporated
herein by this reference:
A. Exhibit A: Scope of Work and Schedule of Performance
B. Exhibit B: Compensation
C. Exhibit C: Insurance Requirements
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32. Execution. This Agreement may be executed in several counterparts, each of
which shall constitute one and the same instrument and shall become binding upon the parties
when at least one copy hereof shall have been signed by both parties hereto. In approving this
Agreement, it shall not be necessary to produce or account for more than one such counterpart.
The parties hereby expressly agree to the use of electronic signatures, which shall be deemed to
have the same effect as an original signature.
33.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.
34.Applicable Law; Venue. This Agreement shall be construed and interpreted
according to California law. In the event that suit shall be brought by either party hereunder, the
parties agree that a trial of such action shall be held exclusively in a state court in the County of
Sonoma, California.
35. Authority. Each individual executing this Agreement on behalf of one of the
parties represents that he or she is duly authorized to sign and deliver the Agreement on behalf of
such party and that this Agreement is binding on such party in accordance with its terms.
IN WITNESS WHEREOF, City and Consultant have executed this Agreement as of the date first
above written.
CITY OF ROHNERT PARK BORRELLI AND ASSOCIATES, INC.
By: __________________________________
Marcela Piedra, City Manager (Date)
By:
John Borrelli, President (Date)
Per Resolution No. 2026-______adopted by the Rohnert
Park City Council at its meeting of
_____________________, 2026.
By: _________________________________
Tracy Rankin, Interim Risk Manager (Date)
By: _________________________________
Betsy Howze, Finance Director (Date)
BORRELLI AND ASSOCIATES, INC.
By:
Lilly Zaragoza, Treasurer (Date)
APPROVED AS TO FORM:
By: __________________________________
Michelle Marchetta Kenyon, City Attorney
ATTEST:
By: __________________________________
Sylvia Lopez Cuevas, City Clerk
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2/17/2026
2/11/2026
Response To: 25-081- RFP for Consultant Services for the City of Rohnert Park services by -Borrelli Associates, Inc.
FIRM STATEMENT
B O R R E L L I A N D A S S O C I A T E S , I N C .
RESUME
Borrelli and Associates is a California corporation providing electrical engineering and consulting services. We are based i n
Fresno, California.
We provide all types of electrical engineering services including but not limited to power distribution, 12,000V and above, high
power switching schemes, backup generator sizing, and transfer emergency electrical sources. We design emergency lighting
systems with battery backup for all types of lighting systems, fire alarm systems, nurse call systems, computer data infrastructure,
telephone infrastructure, television infrastructure, and public address.
Corporate Office
Mission Statement
Our mission is to help our clients meet their objectives by providing the
highest quality consulting electrical engineering services.
Project Synopsis
1.Conceptual and Schematic Phase
The scope of work is defined. Preliminary budgets and time schedules are established.
2.Design and Development Phase
Initial design and skeletal layout of work is implemented. Modifications and refinement to the scope of work and
budget are further refined.
3.Final Bid Documents
Provide final construction documents so bidders and vendors can provide quotes for competitive pricing.
4.Bidding Phase
Assist the contractor in construction document interpretation.
5.Installation and Construction Phase
Assist the contractor during the submittal process and provide construction administration support.
PROJECT TYPES
*Educational * Institutional * Commercial * OSHPD/Healthcare
* Healthcare * Industrial *Religious
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EXHIBIT A
Docusign Envelope ID: DA3867C1-B9A8-47B8-9D6A-6147506E28EA
Response To: 25-081- RFP for Consultant Services for the City of Rohnert Park services by -Borrelli Associates, Inc.
FIRM STATEMENT
SERVICES PROVIDED
POWER:
High, Medium, and Low Volt Utility Distribution
4160Volt, 277/480Volt, 120/208Volt, 120/240 Volt Distribution
Isolate Grounding System Design
Parallel service design
Alternative power sources
PROJECT ANALYSIS:
Constructability review
Value Engineering
Construction budgets
LIGHTING
In-house lighting design
All types of lighting switching and control schemes
Title-24 compliance
INFORMATION TECHNOLOGY COMPUTER NETWORKS
Data fiber optic and high-speed cabling
Voice
Intercom
Public Address
Sound and music system
Clock/Bell Systems
Radio-Frequency Communication System
Audio/Video Distributing
Telephone systems
Wide Area Network Design
SIGNAL SYSTEMS
Nurse call
Code Blue
Patient Monitoring
Steno phone/Intercom system
Doctors call register
Remote monitor systems
Fire alarm system design and specifications
SECURITY
Metal detectors
Closed circuit TV design and specifications.
Remote monitor systems
Fire alarm system design and specifications
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Docusign Envelope ID: DA3867C1-B9A8-47B8-9D6A-6147506E28EA
Response To: 25-081- RFP for Consultant Services for the City of Rohnert Park services by -Borrelli Associates, Inc.
FIRM STATEMENT
Borrelli And Associates, Inc. is an electrical engineering firm that provides its clients with superior system designs –
specializing in the electrical design of healthcare and commercial buildings, including new, remodel and expansion projects.
We create innovative, cost-effective solutions to the most complex requirements within a team-oriented environment. We
provide a professional, high-quality product that is economically responsible and at the leading edge of technology.
Borrelli And Associates, Inc. we offer our clients more than a high quality, reliable engineering design. In this dynamic, fast
paced industry, we differentiate ourselves by bringing a high level of practical experience, exemplary client service, perfect
integrity, and complete accountability through every phase of the project. We believe that success at any level stems from a
team-based approach that relies on a working environment of constant process evaluation and improvement which enables us
to produce the best designs possible. We approach each project we work on as an opportunity to differentiate ourselves from
our competition. Our success is entirely dependent on understanding what the owner needs in their facility and providing a
working solution to accomplish that. This can only be achieved by working closely with the owner and opening the lines of
communication, asking the right questions, and listening to their needs.
Borrelli And Associates, Inc. We have the knowledge, experience, commitment, and innovation to do our part in making your
project a success. We are aware of the importance of maintaining a strong knowledge base in all the areas involved in electrical
design. This is especially true in the functionality, purpose, and aesthetic appeal of lighting design. This distinction requires a
high level of knowledge and experience in lighting design and analysis and is another example of how Borrelli and Associates,
Inc. differentiate from the competition.
FIRM PROJECT PLAN
PRELIMINARY DESIGN
•Meet with Owner and other members of the design team.
•Obtain Owner instructions on functional, aesthetic, cost, schedule, and other requirements.
•Confirm project team organization, channels of communication, operating protocol, number, and timing of project
team meetings, drawing and specifications standards and critical dates.
•Visit the site and review existing drawings, where appropriate.
•Identify and study reasonable alternative concepts, considering their relative capital, operating and maintenance costs
and such other relevant factors as environmental impacts, personal security, and indoor air quality.
•Ensure conformance with applicable codes, regulations and restrictions, insurance requirements and other factors
binding the design of the project.
•Identify and consider any relevant non-binding guidelines.
•Prepare and analyze the alternatives (including recommendations), when included in the scope of work, and obtain
Owner approval.
•Prepare design criteria, schematic layouts of systems and outline specifications for the major components and materials
to be used, based on Owner direction regarding the alternative concepts, and obtain Owner approval before
proceeding further.
•Make preliminary estimates of equipment sizes, weights, noises, vibrations, fumes, heat emissions and other physical
characteristics that should be considered in the building design. Engineers should make a preliminary determination of
the impact of noise, vibration, and the other physical characteristics of the mechanical or electrical systems on Owner
operational requirements. Engineers should inform the Owner of the estimated impacts, and recommend solution(s),
where appropriate. Specialists should be engaged for this purpose, if necessary.
•Make recommendations to Owner when such additional qualified professionals as acoustic or communication
specialists are required, prepare terms of reference for these additional professionals, apprise the client of the
arrangements when such additional professionals are engaged as specialists, and report and comment on the work of
the additional professionals, where necessary.
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Docusign Envelope ID: DA3867C1-B9A8-47B8-9D6A-6147506E28EA
Response To: 25-081- RFP for Consultant Services for the City of Rohnert Park services by -Borrelli Associates, Inc.
FIRM PROJECT PLAN
•Consider the requirements of the other design professionals and provide timely information, as required.
•Prepare preliminary cost estimates or cooperate appropriately with others responsible for the estimate. Where detailed
cost estimating becomes a priority concern, the Owner should ask engineers to prepare a more detailed estimate as a
special service or engage a cost consultant for this task.
•Consider and make recommendations regarding the project’s commissioning.
•Finalize the preliminary design, including appropriate sketches and conceptual drawings, descriptions of the major
electrical systems, components and materials, and revisions of cost estimates, following completion of the preceding
steps.
FINAL PLANS AND SPECIFICATIONS
•Design systems in conformance with relevant regulations and standards, good engineering practices and design
criteria.
•Select appropriate equipment to meet design criteria and the results of the calculations performed.
•Cooperate with other design professionals during the design of the systems, and make known to them, through the
prime consultant, any functional or aesthetic aspects of the systems that may affect the design of their systems. In
addition, engineers should consider design requirements of other design professionals. Engineers should notify other
design engineers of points of interface among the disciplines and determine as soon as possible the horsepower and
other electrical requirements of all mechanical loads and the potential conflicts between the electrical and mechanical
riser locations and distribution strata, sprinkler piping, etc.; Submit progress reports, drawings, and draft
specifications, as agreed with the client or prime consultant.
•Provide separate larger scale and/or more detailed drawings, if the drawings’ scale or the work’s complexity makes
drawings difficult to read and interpret. For example, separate drawings will generally be required for any special
system requiring greater clarity and for such standard electrical systems as:
▪lighting and power distribution systems.
▪communication and signal systems.
▪electrical space heating.
▪under the floor raceways.
•Provide schematics and diagrams, as required, for all major systems, with notes describing the functions of controls
and with large-scale details to show plans and elevations of equipment.
•Include symbol lists and typical details for all equipment, accessories, piping, and duct systems, where required.
•Provide typical details that clearly indicate the complexity of the work, possible interferences, critical.
•Dimensions and locations of equipment and services. Where variations or differences from the typical details are
required, these locations should be indicated, and the deviations should be described.
•Cross-reference all drawings, as well as details, elevations, and sections.
•Include plot plans showing connections to such public utility services as water supply, gas supply, sanitary drainage,
electric power, and communications. Include depths or elevations relating to finished grade.
•Include schedules that provide capacities and details of performance of fans, air handling units, pumps, and other
equipment. Alternatively, these may be included in the specifications.
•Provide floor plan layouts for all pipe and duct systems. Show complete duct and pipe sizing on these drawings and
indicate locations where changes in elevation occur. Show sizes, types, locations and capacities of all radiators,
convectors and other heating devices, supply and exhaust diffusers and grilles, as well as the types and locations of
valves, dampers, splitters, etc.
•Show piping and ductwork in single line, except where necessary to show arrangements and clearance of piping or
ductwork in ceiling spaces, shafts, header trenches, pipe chases and for tight or close-coupled items of equipment. In
these cases, piping and ductwork in double-line detail and in adequate scale, and include appropriate valves, fittings,
and accessories.
•Clearly show all circuiting and switching on lighting plans. Reference dimensions to the reflected ceiling layouts are
prepared by the prime consultant.
•Detail power distribution drawings as single-line diagrams showing conductor capacities and calculated connected
loads.
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Docusign Envelope ID: DA3867C1-B9A8-47B8-9D6A-6147506E28EA
Response To: 25-081- RFP for Consultant Services for the City of Rohnert Park services by -Borrelli Associates, Inc.
FIRM PROJECT PLAN
•Show communication and signal systems by riser diagrams with locations of equipment, outlets and devices shown by
symbols on the floor plans.
GENERAL REVIEW CONSTRUCTION DOCUMENTS
The performance standards state that an engineer performing a “general review” should “make periodic visits to the site to
determine, on a rational sampling basis, whether the work is in general conformity with the plans and specifications for
the building”. It is important that engineers and other project team members understand the engineer’s responsibilities
with respect to “general review”, including the meaning of the term “rational sampling”. Before commencing office or
field review duties, engineers should define for District, the details and extent of the rational sampling procedures they
propose to follow in the general review of the contractor’s performance.
PRINCIPAL ACOUNTABILITIES
Lead and motivate the electrical design team to ensure projects are designed safely on time and within budget, working
closely with Asset Strategy and Operations teams. Performance management and training in & development of direct
reports in accordance with all Human Resource policies and procedures, including regular contact, one-to-one meeting,
performance reviews etc. Ensure that electrical design activities are carried out uniformly and to the appropriate standard
specifications. Accurate management is a key performance indicator to monitor and improve the effectiveness of the
electrical design department. Input into and participate in robust monthly reporting and reviews. Manage and periodically
review the electrical design team budget, workload, and manpower requirements to ensure effective and efficient delivery
of the annual projects. Oversee the selection, induction, performance appraisal and training of electrical design team staff
to ensure an overall increase in knowledge, experience, responsibility, and individual accountability for work related
actions. Develop close working relationships with Asset Strategy, Quality, Operations, and delivery teams to ensure
continued alignment of strategy and delivery. Carry out any other duties as required meeting business needs.
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Docusign Envelope ID: DA3867C1-B9A8-47B8-9D6A-6147506E28EA
Response To: 25-081- RFP for Consultant Services for the City of Rohnert Park services by -Borrelli Associates, Inc.
TEAM PROJECT APROACH
Our approach is the same for every project: work closely with the client from assessment through construction to prioritize
and meet their needs. In all our services, from electrical engineering to energy conservation and green building design, our
project development phases focus on providing value at every stage:
PROJECT INITIATION
•The Borrelli And Associates, Inc. project team is assembled.
•The team meets with the client to discuss and clarify the project's scope, budget, and schedule.
•The team establishes project reporting procedures and decision-making processes.
•When necessary, the team identifies and selects sub-consultants. All sub-consultants utilize Borrelli And Associates, Inc.
standards, design standards and software.
•The team reviews relevant reports, studies, and plans such as previous master plans, renovations, mechanical and electrical
system, and maintenance upgrades, building plans and documents, asbestos and lead paint surveys, historical records and client
standards and guidelines.
•The team then creates a detailed work plan.
SCHEMATIC PHASE
•The team assesses the clients' needs, i.e., identifies and documents operational and strategic objectives.
•Systems schematics and outline specifications are prepared.
•Schematic estimates of probable construction costs based on identified scope are prepared.
•A schematic report, outline specifications and engineer's estimates of probable construction costs are created based on client
priorities and budget.
DESIGN DEVELOPMENT PHASE
•Design development floor plans and system schematics to identify equipment locations, utility distribution routing, systems
zoning, and project phasing are prepared.
•The first draft of technical specifications for systems materials and installation requirements is prepared.
•Design development estimates of probable construction costs are developed.
•Previous needs assessments are reviewed, schematic phase needs are confirmed, and client design concerns are addressed.
•The team participates in the design development review meeting to review value engineering options, assess systems design,
finalize implementation and packaging of contract documents, and refine the project schedule. Design development plans and
technical specifications are prepared for review and approval by the client.
CONTRACT DOCUMENTS
•Contract documents are prepared for competitive bidding based on approved design development documents.
•If necessary, separate bid packages are prepared according to accommodate project scheduling.
•Estimates of probable construction costs are prepared based on refinement of project scope and adjustment to adjustment to
contingencies.
BIDDING
•Team members attend pre-bid conferences and walk-throughs with contractors/suppliers.
•Addenda required for clarifications to the bidding documents are submitted.
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Docusign Envelope ID: DA3867C1-B9A8-47B8-9D6A-6147506E28EA
Response To: 25-081- RFP for Consultant Services for the City of Rohnert Park services by -Borrelli Associates, Inc.
ADDITIONAL INFORMATION
DESIGN
Performs engineering calculations and estimates collect, organizes, and interprets a variety of project related information to
incorporate into new project design identities, analyzes, and recommends engineering alternatives conduct preliminary
engineering studies performs original design work, plans, specifications, and cost estimate, performs field inspections.
PROJECT PLANNING
Plans, schedules and leads all phases of moderately complex utility projects in a specific discipline in an assigned functional
area prepares and interprets engineering plans and specifications and communicating technical requirements to contractors
assigns, schedules, monitors and reviews the work of others, including contractors conducts preliminary engineering studies,
including gathering pertinent data, analyzing alternatives and performing related calculations serves as project manager on
moderately complex projects.
CONSTRUCTION
Researches, develops and prepares recommendations for alternative engineering solutions and selects, modifies or adapts
standards, techniques and procedures in assigned functional area performs contract administration and construction
inspections for moderately complex projects, including reviewing final plans, specifications, special conditions and agreements
provides detailed interpretation of plan specifications, conditions and agreements with others coordinate the work of
contractors maintains work record data writes change orders monitors safety and labor compliance activities.
SYSTEM OPERATION, MAINTENANCE, AND REPAIR
Ensures proper operations of substation and/or distribution equipment, voltmeters and voltage recorders assists in day to day
operations on outage restoration with crews is able to perform operations during large outage restorations, including
investigation of voltage or equipment problems with customers and the system performs, analyzes and reviews short and long
term planning studies and makes recommendations for operational and planning solutions develops daily operational and long
term plans for utility projects that comply with company, government and regulatory criteria Reviews plans for conformity
with laws, ordinances and accepted professional standards that pertain to engineering discipline and area of specialty.
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Docusign Envelope ID: DA3867C1-B9A8-47B8-9D6A-6147506E28EA
Consulting Electrical Engineers & Network Designers
Office Address: 2032 N. Gateway Blvd. Fresno, CA 93727 P (559)233-4138 F (559)233-4147 Website:http://www.borrelliengineering.com
2025 Hourly Fee -Borrelli Associates, Inc.
2025 HOURLY FEE SCHEDULE
Principal Electrical Engineer............................................................................................................................ $185.00
Senior Electrical Engineer ................................................................................................................................ $175.00
Project Manager ................................................................................................................................................. $145.00
Designer .............................................................................................................................................................. $125.00
Drafting Technician ........................................................................................................................................... $ 85.00
Clerical .................................................................................................................................................................. $ 80.00
Specifications Writer ......................................................................................................................................... $110.00
Construction Administration ........................................................................................................................... $105.00
Intern ..................................................................................................................................................................... $55.00
Financial Management ..................................................................................................................................... $ 110.00
Consultants ................................................................................................................................................ $ 1.15 x Cost
Reimbursable Expense ............................................................................................................................ $ 1.15 x Cost
Travel Expenses ....................................................................................................................................... $ .70 per Mile
Borrelli And Associates, Inc.-Hourly bill rates are subject to change annually.
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EXHIBIT B
Docusign Envelope ID: DA3867C1-B9A8-47B8-9D6A-6147506E28EA
Exhibit C
OAK #4862-8048-1163 (Rev 10-23)
EXHIBIT C
INSURANCE REQUIREMENTS for Consulting 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
a 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 a 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 a limit no less than $2,000,000 per occurrence or claim,
$2,000,000 aggregate.
If 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 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).
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Docusign Envelope ID: DA3867C1-B9A8-47B8-9D6A-6147506E28EA
Exhibit C
OAK #4862-8048-1163 (Rev 10-23)
Primary Coverage
For any claims related to this contract, 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 in 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
written 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 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
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; and
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, Consultant must
purchase “extended reporting” coverage for a minimum of five (5) years after completion
of contract work.
Verification of Coverage
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Docusign Envelope ID: DA3867C1-B9A8-47B8-9D6A-6147506E28EA
Exhibit C
OAK #4862-8048-1163 (Rev 10-23)
Consultant shall furnish the City with original Certificates of Insurance including all required
amendatory endorsements (or copies of the applicable policy language effecting coverage
required by this clause) and a copy of the Declarations and Endorsement Page of the CGL policy
listing all policy endorsements to City before work begins. However, failure to obtain the
required documents prior to the work beginning shall not waive 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.
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Docusign Envelope ID: DA3867C1-B9A8-47B8-9D6A-6147506E28EA
OAK #4862-8048-1163 (Rev 10-23)
CERTIFICATE OF CONSULTANT
I HEREBY CERTIFY that I am the __________________________________, and a
duly authorized representative of the firm of _____________________________________,
whose address is ______________________________________________________, and that
neither I nor the above firm I here represent has:
a) Employed or retained for a commission, percentage, brokerage, contingent
fee, or other consideration, any firm or person (other than a bona fide
employee working solely for me or the above consultant) to solicit to
secure this Agreement.
b) Agreed, as an express or implied condition for obtaining this contract, to
employ or retain the services of any firm or person in connection with
carrying out the Agreement; or
c) Paid, or agreed to pay, to any firm, organization or person (other than a
bona fide employee working solely for me or the above consultant) any
fee, contribution, donation, or consideration of any kind for, or in
connection with, procuring or carrying out the Agreement;
Except as here expressly stated (if any);
I acknowledge that this certificate is subject to applicable State and Federal laws, both
criminal and civil.
_________________ ___________________________________
Date Signature
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Docusign Envelope ID: DA3867C1-B9A8-47B8-9D6A-6147506E28EA
2/17/2026
BORRELLI AND ASSOCIATES, INC.
2032 N. GATEWAY BLVD, FRESNO CA 93727
CEO
OAK #4862-8048-1163 (Rev 10-23)
MASTER AGREEMENT FOR CONSULTANT SERVICES
This MASTER AGREEMENT FOR CONSULTANT SERVICES (“Agreement”) is
entered into as of the 10th day of February, 2026, by and between the City of Rohnert Park
(“City”), a California municipal corporation, and Callander Associates Landscape Architecture,
Inc. (“Consultant”), a California corporation, with reference to the following facts,
understandings and intentions.
Recitals
WHEREAS, City desires to obtain services designated in Exhibit A; and
WHEREAS, Consultant hereby warrants to City that Consultant is skilled and able to
provide such services described in Section 3 of this Agreement; and
WHEREAS, City desires to retain Consultant pursuant to this Agreement to provide the
services described in Section 3 of this Agreement, subject to the terms and conditions of this
Agreement
Agreement
NOW, THEREFORE, in consideration of their mutual covenants, the parties hereto agree
as follows:
1. Incorporation of Recitals. The recitals and all defined terms set forth above are
hereby incorporated into this Agreement as if set forth herein in full.
2. Project Coordination. Authorized representatives shall represent City and
Consultant in all matters pertaining to this Agreement.
A. City. The City Manager or his/her designee shall represent City for all
purposes under this Agreement, except where approval for the City is specifically required by the
City Council. The CIP Program Manager is hereby designated as the project manager (“Project
Manager”). The Project Manager shall supervise the progress and execution of this Agreement.
B. Consultant. Consultant shall assign Brian Fletcher to have overall
responsibility for the progress and execution of this Agreement for Consultant.
3. Scope and Performance of Services
A. Scope of Services. Subject to such policy direction and approvals as City
may determine from time to time, Consultant shall perform the type of services generally set out
in the Scope of Work attached hereto as Exhibit A and incorporated herein by reference.
Consultant shall be assigned to provide particular services pursuant to the requirements of a task
order that has been issued in conformance with the City’s Purchasing Policy (“Task Order”)
executed by Consultant and City.
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Docusign Envelope ID: CE90EF4E-DEE1-4FF9-94B9-DF989807B9B8
24th------
OAK #4862-8048-1163 (Rev 10-23)
B. Time of Performance. The services of Consultant are to commence upon
receipt of a written notice to proceed from City, but in no event prior to receiving a fully
executed agreement from City and obtaining and delivering the required insurance coverage, and
satisfactory evidence thereof, to City. Consultant shall perform its services in accordance with
the schedule attached to the Task Order. Any changes to these dates in either this Section 3 or
the Task Order shall be approved in writing by the Project Manager.
C. Standard of Quality. City relies upon the professional ability of
Consultant as a material inducement to entering into this Agreement. All work performed by
Consultant under this Agreement shall be performed (1) with due diligence, using its best efforts
to perform and coordinate all activities in a timely manner; (2) in accordance with all applicable
legal requirements; and (3) with the standard of quality ordinarily 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: (1) for services provided
directly under this Agreement be at the rate and schedules more particularly described in Exhibit
B, attached hereto and incorporated by this reference; or (2) for services authorized by Task
Orders, be at the rate and schedules specified by said Task Order. However, in no event shall the
amount City pays to Consultant for services provided directly under this Agreement exceed
fifteen thousand dollars ($15,000.00); nor shall the amount City pays to Consultant for work
done by Task Order exceed the total compensation specified by the Task Order. City’s
obligation to pay compensation to Consultant as provided herein is contingent upon Consultant’s
compliance with the terms and conditions of this Agreement and any amendments thereto.
Payment by City under this Agreement shall not be deemed a waiver of unsatisfactory work,
even if such defects were known to the City at the time of payment.
B. Timing of Payment. City shall pay Consultant as compensation in full for
such services and expenses for the different elements of the scope of work as follows:
(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.
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Docusign Envelope ID: CE90EF4E-DEE1-4FF9-94B9-DF989807B9B8
OAK #4862-8048-1163 (Rev 10-23)
C. Changes in Compensation. Consultant will not undertake any work that
will incur costs in excess of the amount set forth in Section 4(A) of this Agreement without prior
written amendment to this Agreement. City shall have the right to amend the Scope of Work
within the Agreement by written notification to the Consultant. In such event, the compensation
and time of performance shall be subject to renegotiation upon written demand of either party to
the Agreement. Consultant shall not commence any work exceeding the Scope of Work without
prior written authorization from the City. Failure of the Consultant to secure City’s written
authorization for extra or changed work shall constitute a waiver of any and all right to
adjustment in the contract price or time due, whether by way of compensation, restitution,
quantum meruit, etc. for work done without the appropriate City authorization.
D. Taxes. Consultant shall pay all taxes, assessments and premiums under
the federal Social Security Act, any applicable unemployment insurance contributions, Workers
Compensation insurance premiums, sales taxes, use taxes, personal property taxes, or other taxes
or assessments now or hereafter in effect and payable by reason of or in connection with the
services to be performed by Consultant.
E. No Overtime or Premium Pay. Consultant shall receive no premium or
enhanced pay for work normally understood as overtime, i.e., hours that exceed forty (40) hours
per work week, or work performed during non-standard business hours, such as in the evenings
or on weekends. Consultant shall not receive a premium or enhanced pay for work performed on
a recognized holiday. Consultant shall not receive paid time off for days not worked, whether it
be in the form of sick leave, administrative leave, or for any other form of absence.
F. Litigation Support. Consultant agrees to testify at City’s request if
litigation is brought against City in connection with Consultant’s work product. Unless the
action is brought by Consultant or is based upon Consultant’s negligence, City will compensate
Consultant for the preparation and the testimony at Consultant’s standard hourly rates, if
requested by City and not part of the litigation brought by City against Consultant.
5. Term. The term of this Agreement shall commence on the date of its execution
by both parties and shall continue in full force and effect until December 31, 2029, unless earlier
terminated in accordance with this Agreement. Notwithstanding the foregoing, this Agreement
may be extended for successive one-year term(s) upon mutual, written approval by the City
Manager or his/her designee and Consultant. Work authorized by a separate Task Order as
contemplated by this Agreement shall be performed in accordance with the schedule set forth in
the Task Order.
6. Inspection. Consultant shall furnish City with every reasonable opportunity for
City to ascertain that the services of Consultant are being performed in accordance with the
requirements and intentions of this Agreement. All work done and all materials furnished, if
any, shall be subject to the Project Manager’s inspection and approval. The inspection of such
work shall not relieve Consultant of any of its obligations to fulfill the Agreement as prescribed.
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,
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prepared or obtained by the Consultant under the Agreement shall be vested in City, none of
which shall be used in any manner whatsoever, by any person, firm, corporation, or agency
without the expressed written consent of the City. Consultant shall assume no responsibility for
the unintended use by others of such final work products which are not related to the scope of the
services described under this Agreement. Basic survey notes and sketches, charts, computations,
and other data prepared or obtained under the Agreement shall be made available, upon request,
to City without restriction or limitations on their use. Consultant may retain copies of the above-
described information but agrees not to disclose or discuss any information gathered, discussed
or generated in any way through this Agreement without the written permission of City during
the term of this Agreement, unless required by law.
8. Employment of Other Consultants, Specialists or Experts. Consultant will not
employ or otherwise incur an obligation to pay other consultants, specialists or experts for
services in connection with this Agreement without the prior written approval of the City.
9. Conflict of Interest Requirements.
A. Consultant covenants and represents that neither it, nor any officer or
principal of its firm, has, or shall acquire any investment, income, business entity, interest in real
property, or other interest, directly or indirectly, which would conflict in any manner with the
interests of City, hinder Consultant’s performance of services under this Agreement, or be
affected in any manner or degree by performance of Consultant’s services hereunder. Consultant
further covenants that in the performance of the Agreement, no person having any such interest
shall be employed by it as an officer, employee, agent, or subcontractor without the express
written consent of the City. Consultant agrees at all times to avoid conflicts of interest, or the
appearance of any conflicts of interest, with the interests of the City in the performance of the
Agreement.
B. Consultant is not a designated employee within the meaning of the
Political Reform Act because Consultant:
(1) will not have the power to make any governmental decision,
including whether to: approve any rates, rules, regulations, policies, standards, or guidelines of
the City or any of its subdivisions; adopt or enforce any laws; issue, deny, suspend, or revoke
any permit, license, application, certificate, order, or any similar authorization or entitlement;
authorize, modify, or renew any form of City contract; grant approval to any City contract
specifications on behalf of the City; or grant City approval for any plans, designs, reports, or
similar; and
(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” includes 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
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(3) will not perform the same duties for the City that would otherwise
be performed by a staff member required to report under the City’s conflict of interest code.
(2 Cal. Code Regs. § 18700.3.)
10. Liability of Members and Employees of City. No member of the City and no
other officer, elected official, employee or agent of the City shall be personally liable to
Consultant or otherwise in the event of any default or breach of the City, or for any amount
which may become due to Consultant or any successor in interest, or for any obligations directly
or indirectly incurred under the terms of this Agreement. To the maximum extent permitted by
law, the City shall have no liability or responsibility for any accident, loss, or damage to any
work performed under this Agreement whether prior to its completion or acceptance or
otherwise.
11. Indemnity.
A. Indemnification. To the fullest extent permitted by law, Consultant shall,
at its own expense, indemnify, protect, defend (by counsel reasonably satisfactory to the City)
and hold harmless City and any and all of its officers, officials, employees, agents and volunteers
(“Indemnified Parties”) from and against any and all liability (including liability for claims,
demands, damages, obligations, suits, actions, arbitration proceedings, administrative
proceedings, regulatory proceedings, losses, expenses or costs of any kind, whether actual,
alleged or threatened, including attorneys’ fees and costs, court costs, interest, defense costs and
expert witness fees) of any nature (“Liability”), whether actual, alleged or threatened, which
arise out of, pertain to, or relate to the performance or failure to comply with this Agreement,
regardless of any fault or alleged fault of the Indemnified Parties.
1. 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.
2. The only exception to Consultant’s responsibility to indemnify,
protect, defend, and hold harmless the Indemnified Parties from Liability is due to the active
negligence or willful misconduct of City or its elective or appointive boards, officers, agents and
employees.
B. Scope of Obligation. Consultant’s duty to indemnify, protect, defend and
hold harmless as set forth in this Section 11 shall include the duty to defend (by counsel
reasonably satisfactory to the City) as set forth in California Civil Code § 2778. This
indemnification obligation is not limited in any way by any limitation on the amount or type of
damages or compensation payable by or for Consultant under worker’s compensation, disability
or other employee benefit acts or the terms, applicability or limitations of any insurance held or
provided by Consultant and shall continue to bind the parties after termination/completion of this
agreement. This indemnification shall be regardless of, and not in any way limited by, the
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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.
C. Consultant’s duty to indemnify, protect, defend and hold harmless as set
forth in this Section 11 shall not be excused because of the Consultant’s inability to evaluate
Liability, or because the Consultant evaluates Liability and determines that the Consultant is not
or may not be liable. 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 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 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 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.
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C. Prevailing Wage. Consultant and Consultant’s subcontractors (if any)
shall, to the extent required by the California Labor Code, pay not less than the latest prevailing
wage rates to workers and professionals as determined by the Director of Industrial Relations of
the State of California pursuant to California Labor Code, Part 7, Chapter 1, Article 2. Copies of
the applicable wage determination are on file at the City’s office of the City Clerk.
D. Injury and Illness Prevention Program. Consultant certifies that it is aware
of and has complied with the provisions of California Labor Code § 6401.7, which requires
every employer to adopt a written injury and illness prevention program.
E. Business Licenses. Unless exempt by law, Consultant and all
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. Confidential Information. All data, documents, discussions or other information
developed or received by or for Consultant in performance of this Agreement are confidential
and not to be disclosed to any person except as authorized by City, or as required by law.
15. Assignment; Subcontractors; Employees
A. Assignment. Consultant shall not assign, delegate, transfer, or convey its
duties, responsibilities, or interests in this Agreement or any right, title, obligation, or interest in
or to the same or any part thereof without the City’s prior written consent, which shall be in the
City’s sole discretion. Any assignment without such approval shall be void and, at the City’s
option, shall immediately cause this Agreement to terminate.
B. Subcontractors; Employees. Consultant shall be responsible for
employing or engaging all persons necessary to perform Consultant’s services hereunder. No
subcontractor of Consultant shall be recognized by the City as such; rather, all subcontractors are
deemed to be employees of Consultant, and Consultant agrees to be responsible for their
performance. Consultant shall give its personal attention to the fulfillment of the provisions of
this Agreement by all of its employees and subcontractors, if any, and shall keep the work under
its control. If any employee or subcontractor of Consultant fails or refuses to carry out the
provisions of this Agreement or appears to be incompetent or to act in a disorderly or improper
manner, it shall be discharged immediately from the work under this Agreement on demand of
the Project Manager.
16. Insurance. Without limiting Consultant’s indemnification provided herein,
Consultant shall, at its own expense, procure and maintain insurance that complies with the
requirements set forth in Exhibit C to this Agreement, which is attached hereto and incorporated
by reference. Consultant shall upon thirty (30) days’ written notice comply with any changes in
the amounts and terms of insurance as may be required from time-to-time by City’s risk
manager.
17. Termination of Agreement; Default.
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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 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 Consultant’s breach of the Agreement.
C. In the event City terminates this Agreement without cause, Consultant
shall be entitled to any compensation owed to it up to the time of such termination, it being
understood that any payments are full compensation for services rendered prior to the time of
payment.
D. Upon termination of this Agreement with or without cause, Consultant
shall turn over to the City Manager immediately any and all copies of studies, sketches,
drawings, computations, and other data, whether or not completed, prepared by Consultant or its
subcontractors, if any, or given to Consultant or its subcontractors, if any, in connection with this
Agreement. Such materials shall become the permanent property of the City. Consultant,
however, shall not be liable for the City’s use of incomplete materials nor for the City’s use of
complete documents if used for other than the project contemplated by this Agreement.
18. Suspension. The City shall have the authority to suspend this Agreement and the
services contemplated herein, wholly or in part, for such period as it deems necessary due to
unfavorable conditions or to the failure on the part of the Consultant to perform any provision of
this Agreement. Consultant will be paid for satisfactory services performed prior to the date of
suspension. During the period of suspension, Consultant shall not receive any payment for
services or expenses incurred by Consultant by reason of such suspension.
19. Merger; Amendment. This Agreement constitutes the complete and exclusive
statement of the agreement between City and Consultant and shall supersede all prior
negotiations, representations, or agreements, either written or oral. This document may be
amended only by written instrument, signed by both the City and Consultant. All provisions of
this Agreement are expressly made conditions.
20. Interpretation. This Agreement shall be interpreted as though it was a product of
a joint drafting effort, and no provisions shall be interpreted against a party on the ground that
said party was solely or primarily responsible for drafting the language to be interpreted.
21. Litigation 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
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court will not be bound by any court fee schedule, but shall, if it is in the interest of justice to do
so, award the full amount of costs, expenses, and attorneys’ fees paid or incurred in good faith.
22. Time Is of the Essence. Time is of the essence in this Agreement. Upon receipt
of a written notice from City to proceed with work required by a Task Order, Consultant shall
immediately commence work to perform the services required by that Task Order according to
the time requirements set in the Task Order.
23. Written Notification. Any notice, demand, request, consent, approval or
communication that either party desires or is required to give to the other party shall be in
writing and either served personally or sent by prepaid, first-class mail. Any such notice,
demand, etc. shall be addressed to the other party at the address set forth below. Either party
may change its address by notifying the other party in writing 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.
If to City: City Clerk
City of Rohnert Park - City Hall
130 Avram Avenue
Rohnert Park, CA 94928
If to Consultant: Callander Associates Landscape Architecture, Inc.
Attn: Brian Fletcher
1633 Bayshore Highway, Suite 133
Burlingame, CA 94010
24. Consultant’s Books and Records.
A. Consultant shall maintain any and all ledgers, books of account, invoices,
vouchers, canceled checks, and other records or documents evidencing or relating to charges for
services, or expenditures and disbursements charged to City and all documents and records
which demonstrate performance under this Agreement for a minimum period of three (3) years,
or for any longer period required by law, from the date of termination or completion of this
Agreement.
B. Any records or documents required to be maintained pursuant to this
Agreement shall be made available for inspection or audit, at any time during regular business
hours, upon written request by the City Attorney, City Auditor, City Manager, or a designated
representative of any of these officers. Copies of such documents shall be provided to City for
inspection when it is practical to do so. Otherwise, unless an alternative is mutually agreed
upon, the records shall be available at Consultant’s address indicated for receipt of notices in this
Agreement.
C. The City may, by written request by any of the above-named officers,
require that custody of the records be given to the City and that the records and documents be
maintained in the City Manager's office.
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25. Agreement Is Binding. The terms, covenants, and conditions of this Agreement
shall apply to, and shall bind, the heirs, successors, executors, administrators, assigns, and
subcontractors of both parties.
26. Equal Employment Opportunity. Consultant is an equal opportunity employer
and agrees to comply with all applicable state and federal regulations governing equal
employment opportunity. Consultant will not discriminate against any employee or applicant for
employment because of race, religion, age, sex, creed, color, sexual orientation, marital status or
national origin. Consultant will take affirmative action to ensure that applicants are treated
during such employment without regard to race, religion, age, sex, creed, color, sexual
orientation, marital status, or national origin. Such action shall include, but shall not be limited
to, the following: employment, upgrading, demotion, or transfer; recruitment or recruitment
advertising; lay-offs or termination; rates of pay or other forms of compensation; and selection
for training, including apprenticeship. Consultant further agrees to post in conspicuous places,
available to employees and applicants for employment, notices setting forth the provisions of this
nondiscrimination clause.
27. Non-Exclusive Agreement. This is a non-exclusive agreement. City reserves the
right to provide, and to retain other consultants to provide, services that are the same or similar to
the services described in this Agreement.
28. City Not Obligated to Third Parties. The City shall not be obligated or liable for
payment hereunder to any party other than Consultant.
29. Remedies/Waiver. No failure on the part of either party to exercise any term,
covenant, condition, right or remedy hereunder shall operate as a waiver of any other term,
covenant, condition, right or remedy that such party may have hereunder. All remedies
permitted or available under this Agreement, or at law or in equity, are cumulative and
alternative. As a condition precedent to commencing legal action involving a claim or dispute
against the City arising from this Agreement, 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.
30. Severability. If any one or more of the provisions contained herein shall for any
reason be held to be invalid, illegal or unenforceable in any respect, then such provision or
provisions shall be deemed severable from the remaining provisions hereof, and such invalidity,
illegality, or unenforceability shall not affect any other provision hereof, and this Agreement
shall be construed as if such invalid, illegal, or unenforceable provision had not been contained
herein.
31. Exhibits. The following exhibits are attached to this Agreement and incorporated
herein by this reference:
A. Exhibit A: Scope of Work and Schedule of Performance
B. Exhibit B: Compensation
C. Exhibit C: Insurance Requirements
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32. Execution. This Agreement may be executed in several counterparts, each of
which shall constitute one and the same instrument and shall become binding upon the parties
when at least one copy hereof shall have been signed by both parties hereto. In approving this
Agreement, it shall not be necessary to produce or account for more than one such counterpart.
The parties hereby expressly agree to the use of electronic signatures, which shall be deemed to
have the same effect as an original signature.
33.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.
34.Applicable Law; Venue. This Agreement shall be construed and interpreted
according to California law. In the event that suit shall be brought by either party hereunder, the
parties agree that a trial of such action shall be held exclusively in a state court in the County of
Sonoma, California.
35. Authority. Each individual executing this Agreement on behalf of one of the
parties represents that he or she is duly authorized to sign and deliver the Agreement on behalf of
such party and that this Agreement is binding on such party in accordance with its terms.
IN WITNESS WHEREOF, City and Consultant have executed this Agreement as of the date first
above written.
CITY OF ROHNERT PARK CALLANDER ASSOCIATES LANDSCAPE
ARCHITECTURE, INC.
By: __________________________________
Marcela Piedra, City Manager
By:
Brian Fletcher, Vice President (Date)
Date:
Per Resolution No. 2026-______adopted by the Rohnert
Park City Council at its meeting of February 10, 2026.
By: _________________________________
Tracy Rankin, Interim Risk Manager (Date)
By: _________________________________
Betsy Howze, Finance Director (Date)
CALLANDER ASSOCIATES LANDSCAPE
ARCHITECTURE, INC.
By:
David Rubin, CFO (Date)
APPROVED AS TO FORM:
By: __________________________________
City Attorney
ATTEST:
By: __________________________________
City Clerk
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1/28/2026
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LINCOLN GLEN PARK
OLD TOWN PLAZA
PUEBLO DE DIOS PARK
INTRODUCTION
In the previous sections, we’ve outlined CALA’s areas of
expertise and highlighted projects that demonstrate the
wide range of our work. Beyond our technical capabilities,
what defines our practice is the care and thoughtfulness we
bring to every effort. Each project is an opportunity to listen
closely, understand community and staff needs, and develop
solutions that are both meaningful and achievable.
In this section, we share how that philosophy translates into
action. Our approach to each scope of service is grounded
in collaboration, responsiveness, and attention to detail. The
following pages summarize how we engage with specific
project efforts and challenges with sincerity, empathy, and
purpose.
APPROACH TO COMMUNICATIONS AND
PROJECT MANAGEMENT
CALA’s approach to project management is centered
around always maintaining control over scope, schedule and
budget. We look at every project through that lens, which
drives us to keep projects moving forward on-budget and on-
time. When any of these three pillars of project management
are out of alignment, we work diligently to resolve them and
immediately communicate a suggested path forward with
the client. For example, if we anticipate that the schedule is
going to be adversely affected, we look at future tasks to see
whether that time can be recovered by accelerating a task.
Either way, we communicate with you a proposed resolution
to ensure that your expectations are met and that there’s
a shared understanding for moving forward. We carry the
same philosophy with scope and budget.
CRITICAL PATH SCHEDULING
As the prime consultant CALA has been responsible for
managing schedules of large and small, complex and simple
projects. In all cases, we take a critical task approach to
schedule management, identifying key tasks that dictate the
speed of a project’s completion and monitor their completion
closely. If the schedule slips due to unforeseen issues, we
proactively identify ways to ‘make up’ that time in the
remaining schedule. This has proven successful on numerous
projects.
CREATIVE DESIGN SOLUTIONS
Our approach to developing creative design solutions
prioritizes context, responsiveness, and innovation. We
believe that each project has inherent opportunities to push
boundaries and explore fresh ideas while remaining aligned
with community values and needs. This approach has resulted
in:
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•Defining sustainability as minimizing a project’s environmental impact and long-term maintenance
needs, using native plants and sustainable materials to enhance biodiversity and reduce ongoing
costs.
•Striving to incorporate “Placemaking” as a design process to create or foster the physical and
emotional connections people have with a place.
•Creating multi-functional areas accommodating various activities and events promoting
community engagement.
•Working towards universally inclusive designs providing accessibility for all community members
regardless of age or ability.
•Partnering with law enforcement to implement Crime Prevention Through Environmental Design
(CPTED) to improve safety and enhance user comfort.
•Incorporating public art and creative elements enhancing visual appeal of spaces, celebrating
local culture, and providing educational opportunities for users.
•Designing spaces that embody specific themes, incorporating nature-inspired areas using
repurposed materials often discarded during demolition.
•Artfully integrating green infrastructure within designs as features.
•Leveraging limited budgets to obtain additional grant funding to realize projects or creating
temporary pop-up parks that communities can enjoy while additional fund development occurs.
TECHNICAL CAPABILITIES
CALA believes that leveraging up-to-date technology is essential for delivering high-quality products
to our clients. Our firm utilizes a comprehensive range of both high-tech and low-tech solutions to
enhance communication with clients, consultants, contractors, the community, stakeholders, and
various agencies. Common tools we employ include graphics and plan section enlargements,
AutoCAD/LandFX, perspective renderings, and visual simulations using Adobe Creative Suite,
Lumion, and SketchUp. We also utilize SurveyMonkey and Poll Everywhere for outreach, Microsoft
scheduling tools, and drone flights for site investigations.
ACCURATE COST ESTIMATES
CALA’s continuous involvement in bidding and constructing local public park projects provides us
with real-time pricing data, ensuring our cost estimates are precise and reliable. We recognize that
accurate cost forecasting is vital to project success, and our approach includes:
•Understanding realistic budget and timing constraints.
•Verifying key considerations like geotechnical conditions, utilities, and maintenance needs to
refine estimates.
•Engaging in regular discussions with local contractors to account for market fluctuations.
•Incorporating inflation projections to ensure future-proof planning.
•Providing long-term maintenance cost estimates for sustainable operations.
ROSEVILLE DOWNTOWN BRIDGES, TRAIL, & STREETSCAPES CONNECTIVITY: AWARD WINNER!
ONtime ONbudget
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CONSENSUS BUILDING
Our mission is to build community, which requires engaging the public and ensuring their voices
are heard in developing design solutions that serve the end users of the facility. CALA has extensive
experience in stakeholder communication and creating inclusive outreach strategies that effectively
reach diverse audiences. We overcome location and language barriers, offering multiple input
opportunities to maximize participation. By involving the community and gaining consensus, we
build trust and take the first step toward addressing safety concerns. In collaboration with the City,
we will develop engagement plans and activities tailored to the community, including:
ENGAGEMENT: Our approach focuses on listening, not lecturing. We will create engaging workshops
with ample opportunities for input, including facilitated feedback sessions, small breakout groups,
and graphic prioritization exercises. To reach the community, we will use a variety of methods such
as social media, websites, mailers, flyers, and posters.
INCLUSIVITY: We will offer the community multiple ways to connect and provide input, including
accessible language and customized messaging in their preferred language, surveys, interactive
web platforms, focus groups, interviews, and interpreters at in-person workshops. To reach the widest
audience, we’ll meet people where they already are. Working with the District and stakeholders,
we will consider factors like transportation access, mobility, meeting times, and locations to ensure
maximum participation.
COMMUNICATION: We’re always enhancing our communication efforts. With new 3-D modeling
software and AI-generated photo simulations, we can better showcase design concepts and
demonstrate how spaces can be used in multiple ways. This allows us to present various alternatives
and help the community visualize the final outcome.
VILLAGE PARK OUTREACH
To maximize participation CALA came up with a creative
outreach program that included:
-Save the Date info board posted on-site
-Graphic flyers for local businesses & social media/website
graphics posted weeks before each meeting
-Local Brew Pub event with “Live” Polling
-Kids workshop/ice cream social
-Concerts & Movies in the park booths
-Site Walk & BBQ
-Online surveys, formal & informal presentations & board meetings
These informal outreach events resulted in the largest audiences,
receiving a broad spectrum of input for the design of the park.
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FEDERAL/STATE FUNDED PROJECTS
With over 52 years in business we have had the unique
opportunity to work on a variety of public agency
project types ranging from parks and recreation,
trails, streetscapes, regional transit, highways, civic,
landfills and open space. Many of these projects have
some form of state or federal funds that have specific
requirements that must be met. Whether designing and
coordinating for Prop 68 & 84 award winners or working
with Caltrans local assistance on transportation work,
our staff has the depth and breadth of experience to
ensure all the funding requirements are met.
CONSTRUCTION DOCUMENTS
Transforming quality design from the drafting board into
reality requires thorough and complete bid documents.
The public bid process can sometimes cause bidders
to underestimate the work involved, aiming to recover
“hidden costs” during construction. Well-prepared bid
documents minimize addenda, secure competitive
bids, and prevent disputes. A clear understanding of
the significance of quality construction documents
leads to exceptional ongoing support throughout the
project construction phase. Our in-house Construction
Administrator is an invaluable asset to our team,
ensuring that our projects are backed by realistic
timelines, comprehensive and well-integrated plans
and specifications, and achievable construction
budgets.
QUALITY ASSURANCE AND QUALITY
CONTROL
Appropriate Quality Assurance and Quality Control
(QA/QC) measures pay dividends through the plan
development and construction phases of the project.
Our quality assurance program is integral to our daily
operations. We have a ‘toolbox’ of forms such as
stringent project checklist requirements and document
checking procedures that are employed on every
project. However, we pride ourselves on offering a
quality control program that is more than just checklists.
It’s a staff of intelligent, concerned, well-trained design
professionals who have an exceptional sense of
responsibility toward their work, their fellow staff, and
their client. CALA’s Principals are in charge of QA/QC
on every project undertaken by the firm within the 4
offices.
CITY OF SACRAMENTO DEPT. OF UTILITIES
DEMONSTRATION GARDEN
FAYETTE PARK MINI PARK
HISTORIC SMUD HQ SITE RENOVATION
MULTIPLE AWARD WINNER!
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www.callanderassociates.com
BURLINGAME GOLD RIVER RENO SAN JOSE
1633 Bayshore Highway,
Suite 133 12150 Tributary Point Drive,
Suite 140 275 Hill St,
Suite 260
2025 Gateway Place,
Suite 285
Burlingame, CA 94010 Gold River, CA 95670 Reno, NV 89501 San Jose, CA 95110
650.375.1313 916.985.4366 775.787.2828 408.275.0565
Recreate
Educate
Live+Work
Connect
Sustain Standard Schedule of Compensation 2026 San Jose & Burlingame
GENERAL
The following list of fees and reimbursable expense items shall be used in the provision of services
described in the agreement. These amounts shall be adjusted in January, upon issuance of an
updated Standard Schedule of Compensation:
Hourly Rates
Reimbursable Expenses Rates
Expenses cost + 15%
printing and reproductions, postage and
delivery, mileage, travel expenses (hotel /
food), testing and outside services, and other
project related expenses
Communications and Insurance Surcharge 2.5% of total fees
Subconsultant Administration 10% of Subconsultant Costs
PAYMENTS
Payments are due within ten days after monthly billing. Callander Associates reserves the right to
suspend services for non-payment if payment is not received within a period of 60 days after
invoice date. Additionally invoices 60 days past due are subject to a 1.5% per month interest
charge. Retainer amounts, if indicated, are due upon signing the agreement and shall be
applied to the final invoice for the project.
Principal $265 /hour
Senior Associate $241 /hour
Associate $229 /hour
Arborist/Construction Manager $202 /hour
Senior Project Manager $208 /hour
Project Manager 1 $199 /hour
Project Manager 2 $189 /hour
Job Captain $174 /hour
Designer 1 $164 /hour
Designer 2 $149 /hour
Assistant Designer $133 /hour
Accounting $201 /hour
Senior Project Administrator $153 /hour
Project Administrator $136 /hour
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EXHIBIT B
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Exhibit C
OAK #4862-8048-1163 (Rev 10-23)
EXHIBIT C
INSURANCE REQUIREMENTS for Consulting 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
a 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 a 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 a limit no less than $2,000,000 per occurrence or claim,
$2,000,000 aggregate.
If 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 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).
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Exhibit C
OAK #4862-8048-1163 (Rev 10-23)
Primary Coverage
For any claims related to this contract, 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 in 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
written 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 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
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; and
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, Consultant must
purchase “extended reporting” coverage for a minimum of five (5) years after completion
of contract work.
Verification of Coverage
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Exhibit C
OAK #4862-8048-1163 (Rev 10-23)
Consultant shall furnish the City with original Certificates of Insurance including all required
amendatory endorsements (or copies of the applicable policy language effecting coverage
required by this clause) and a copy of the Declarations and Endorsement Page of the CGL policy
listing all policy endorsements to City before work begins. However, failure to obtain the
required documents prior to the work beginning shall not waive 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.
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CERTIFICATE OF CONSULTANT
I HEREBY CERTIFY that I am the __________________________________, and a
duly authorized representative of the firm of _____________________________________,
whose address is ______________________________________________________, and that
neither I nor the above firm I here represent has:
a)Employed or retained for a commission, percentage, brokerage, contingent
fee, or other consideration, any firm or person (other than a bona fide
employee working solely for me or the above consultant) to solicit to
secure this Agreement.
b)Agreed, as an express or implied condition for obtaining this contract, to
employ or retain the services of any firm or person in connection with
carrying out the Agreement; or
c)Paid, or agreed to pay, to any firm, organization or person (other than a
bona fide employee working solely for me or the above consultant) any
fee, contribution, donation, or consideration of any kind for, or in
connection with, procuring or carrying out the Agreement;
Except as here expressly stated (if any);
I acknowledge that this certificate is subject to applicable State and Federal laws, both
criminal and civil.
_________________ ___________________________________
Date Signature
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Callander Assocaites Landscape Architecture, Inc.
Vice President
1633 Bayhore Highway, Suite 133, Burlingame CA, 94010
1/28/2026
OAK #4862-8048-1163 (Rev 10-23)
MASTER AGREEMENT FOR CONSULTANT SERVICES
This MASTER AGREEMENT FOR CONSULTANT SERVICES (“Agreement”) is
entered into as of the 10th day of February, 2026, by and between the City of Rohnert Park
(“City”), a California municipal corporation, and Carlile.Macy, Inc. (“Consultant”), a California
corporation, with reference to the following facts, understandings and intentions.
Recitals
WHEREAS, City desires to obtain services designated in Exhibit A; and
WHEREAS, Consultant hereby warrants to City that Consultant is skilled and able to
provide such services described in Section 3 of this Agreement; and
WHEREAS, City desires to retain Consultant pursuant to this Agreement to provide the
services described in Section 3 of this Agreement, subject to the terms and conditions of this
Agreement
Agreement
NOW, THEREFORE, in consideration of their mutual covenants, the parties hereto agree
as follows:
1. Incorporation of Recitals. The recitals and all defined terms set forth above are
hereby incorporated into this Agreement as if set forth herein in full.
2. Project Coordination. Authorized representatives shall represent City and
Consultant in all matters pertaining to this Agreement.
A. City. The City Manager or his/her designee shall represent City for all
purposes under this Agreement, except where approval for the City is specifically required by the
City Council. The CIP Program Manager is hereby designated as the project manager (“Project
Manager”). The Project Manager shall supervise the progress and execution of this Agreement.
B. Consultant. Consultant shall assign Mark Hale to have overall
responsibility for the progress and execution of this Agreement for Consultant.
3. Scope and Performance of Services
A. Scope of Services. Subject to such policy direction and approvals as City
may determine from time to time, Consultant shall perform the type of services generally set out
in the Scope of Work attached hereto as Exhibit A and incorporated herein by reference.
Consultant shall be assigned to provide particular services pursuant to the requirements of a task
order that has been issued in conformance with the City’s Purchasing Policy (“Task Order”)
executed by Consultant and City.
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
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executed agreement from City and obtaining and delivering the required insurance coverage, and
satisfactory evidence thereof, to City. Consultant shall perform its services in accordance with
the schedule attached to the Task Order. Any changes to these dates in either this Section 3 or
the Task Order shall be approved in writing by the Project Manager.
C. Standard of Quality. City relies upon the professional ability of
Consultant as a material inducement to entering into this Agreement. All work performed by
Consultant under this Agreement shall be performed (1) with due diligence, using its best efforts
to perform and coordinate all activities in a timely manner; (2) in accordance with all applicable
legal requirements; and (3) with the standard of quality ordinarily 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: (1) for services provided
directly under this Agreement be at the rate and schedules more particularly described in Exhibit
B, attached hereto and incorporated by this reference; or (2) for services authorized by Task
Orders, be at the rate and schedules specified by said Task Order. However, in no event shall the
amount City pays to Consultant for services provided directly under this Agreement exceed
fifteen thousand dollars ($15,000.00); nor shall the amount City pays to Consultant for work
done by Task Order exceed the total compensation specified by the Task Order. City’s
obligation to pay compensation to Consultant as provided herein is contingent upon Consultant’s
compliance with the terms and conditions of this Agreement and any amendments thereto.
Payment by City under this Agreement shall not be deemed a waiver of unsatisfactory work,
even if such defects were known to the City at the time of payment.
B. Timing of Payment. City shall pay Consultant as compensation in full for
such services and expenses for the different elements of the scope of work as follows:
(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.
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C. Changes in Compensation. Consultant will not undertake any work that
will incur costs in excess of the amount set forth in Section 4(A) of this Agreement without prior
written amendment to this Agreement. City shall have the right to amend the Scope of Work
within the Agreement by written notification to the Consultant. In such event, the compensation
and time of performance shall be subject to renegotiation upon written demand of either party to
the Agreement. Consultant shall not commence any work exceeding the Scope of Work without
prior written authorization from the City. Failure of the Consultant to secure City’s written
authorization for extra or changed work shall constitute a waiver of any and all right to
adjustment in the contract price or time due, whether by way of compensation, restitution,
quantum meruit, etc. for work done without the appropriate City authorization.
D. Taxes. Consultant shall pay all taxes, assessments and premiums under
the federal Social Security Act, any applicable unemployment insurance contributions, Workers
Compensation insurance premiums, sales taxes, use taxes, personal property taxes, or other taxes
or assessments now or hereafter in effect and payable by reason of or in connection with the
services to be performed by Consultant.
E. No Overtime or Premium Pay. Consultant shall receive no premium or
enhanced pay for work normally understood as overtime, i.e., hours that exceed forty (40) hours
per work week, or work performed during non-standard business hours, such as in the evenings
or on weekends. Consultant shall not receive a premium or enhanced pay for work performed on
a recognized holiday. Consultant shall not receive paid time off for days not worked, whether it
be in the form of sick leave, administrative leave, or for any other form of absence.
F. Litigation Support. Consultant agrees to testify at City’s request if
litigation is brought against City in connection with Consultant’s work product. Unless the
action is brought by Consultant or is based upon Consultant’s negligence, City will compensate
Consultant for the preparation and the testimony at Consultant’s standard hourly rates, if
requested by City and not part of the litigation brought by City against Consultant.
5. Term. The term of this Agreement shall commence on the date of its execution
by both parties and shall continue in full force and effect until December 31, 2029, unless earlier
terminated in accordance with this Agreement. Notwithstanding the foregoing, this Agreement
may be extended for successive one-year term(s) upon mutual, written approval by the City
Manager or his/her designee and Consultant. Work authorized by a separate Task Order as
contemplated by this Agreement shall be performed in accordance with the schedule set forth in
the Task Order.
6. Inspection. Consultant shall furnish City with every reasonable opportunity for
City to ascertain that the services of Consultant are being performed in accordance with the
requirements and intentions of this Agreement. All work done and all materials furnished, if
any, shall be subject to the Project Manager’s inspection and approval. The inspection of such
work shall not relieve Consultant of any of its obligations to fulfill the Agreement as prescribed.
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,
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prepared or obtained by the Consultant under the Agreement shall be vested in City, none of
which shall be used in any manner whatsoever, by any person, firm, corporation, or agency
without the expressed written consent of the City. Consultant shall assume no responsibility for
the unintended use by others of such final work products which are not related to the scope of the
services described under this Agreement. Basic survey notes and sketches, charts, computations,
and other data prepared or obtained under the Agreement shall be made available, upon request,
to City without restriction or limitations on their use. Consultant may retain copies of the above-
described information but agrees not to disclose or discuss any information gathered, discussed
or generated in any way through this Agreement without the written permission of City during
the term of this Agreement, unless required by law.
8. Employment of Other Consultants, Specialists or Experts. Consultant will not
employ or otherwise incur an obligation to pay other consultants, specialists or experts for
services in connection with this Agreement without the prior written approval of the City.
9. Conflict of Interest Requirements.
A. Consultant covenants and represents that neither it, nor any officer or
principal of its firm, has, or shall acquire any investment, income, business entity, interest in real
property, or other interest, directly or indirectly, which would conflict in any manner with the
interests of City, hinder Consultant’s performance of services under this Agreement, or be
affected in any manner or degree by performance of Consultant’s services hereunder. Consultant
further covenants that in the performance of the Agreement, no person having any such interest
shall be employed by it as an officer, employee, agent, or subcontractor without the express
written consent of the City. Consultant agrees at all times to avoid conflicts of interest, or the
appearance of any conflicts of interest, with the interests of the City in the performance of the
Agreement.
B. Consultant is not a designated employee within the meaning of the
Political Reform Act because Consultant:
(1) will not have the power to make any governmental decision,
including whether to: approve any rates, rules, regulations, policies, standards, or guidelines of
the City or any of its subdivisions; adopt or enforce any laws; issue, deny, suspend, or revoke
any permit, license, application, certificate, order, or any similar authorization or entitlement;
authorize, modify, or renew any form of City contract; grant approval to any City contract
specifications on behalf of the City; or grant City approval for any plans, designs, reports, or
similar; and
(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” includes 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
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(3) will not perform the same duties for the City that would otherwise
be performed by a staff member required to report under the City’s conflict of interest code.
(2 Cal. Code Regs. § 18700.3.)
10. Liability of Members and Employees of City. No member of the City and no
other officer, elected official, employee or agent of the City shall be personally liable to
Consultant or otherwise in the event of any default or breach of the City, or for any amount
which may become due to Consultant or any successor in interest, or for any obligations directly
or indirectly incurred under the terms of this Agreement. To the maximum extent permitted by
law, the City shall have no liability or responsibility for any accident, loss, or damage to any
work performed under this Agreement whether prior to its completion or acceptance or
otherwise.
11. Indemnity.
A. Indemnification. To the fullest extent permitted by law, Consultant shall,
at its own expense, indemnify, protect, defend (by counsel reasonably satisfactory to the City)
and hold harmless City and any and all of its officers, officials, employees, agents and volunteers
(“Indemnified Parties”) from and against any and all liability (including liability for claims,
demands, damages, obligations, suits, actions, arbitration proceedings, administrative
proceedings, regulatory proceedings, losses, expenses or costs of any kind, whether actual,
alleged or threatened, including attorneys’ fees and costs, court costs, interest, defense costs and
expert witness fees) of any nature (“Liability”), whether actual, alleged or threatened, which
arise out of, pertain to, or relate to the performance or failure to comply with this Agreement,
regardless of any fault or alleged fault of the Indemnified Parties.
1. 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.
2. The only exception to Consultant’s responsibility to indemnify,
protect, defend, and hold harmless the Indemnified Parties from Liability is due to the active
negligence or willful misconduct of City or its elective or appointive boards, officers, agents and
employees.
B. Scope of Obligation. Consultant’s duty to indemnify, protect, defend and
hold harmless as set forth in this Section 11 shall include the duty to defend (by counsel
reasonably satisfactory to the City) as set forth in California Civil Code § 2778. This
indemnification obligation is not limited in any way by any limitation on the amount or type of
damages or compensation payable by or for Consultant under worker’s compensation, disability
or other employee benefit acts or the terms, applicability or limitations of any insurance held or
provided by Consultant and shall continue to bind the parties after termination/completion of this
agreement. This indemnification shall be regardless of, and not in any way limited by, the
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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.
C. Consultant’s duty to indemnify, protect, defend and hold harmless as set
forth in this Section 11 shall not be excused because of the Consultant’s inability to evaluate
Liability, or because the Consultant evaluates Liability and determines that the Consultant is not
or may not be liable. 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 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 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 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.
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C.Prevailing Wage. Consultant and Consultant’s subcontractors (if any)
shall, to the extent required by the California Labor Code, pay not less than the latest prevailing
wage rates to workers and professionals as determined by the Director of Industrial Relations of
the State of California pursuant to California Labor Code, Part 7, Chapter 1, Article 2. Copies of
the applicable wage determination are on file at the City’s office of the City Clerk.
D.Injury and Illness Prevention Program. Consultant certifies that it is aware
of and has complied with the provisions of California Labor Code § 6401.7, which requires
every employer to adopt a written injury and illness prevention program.
E.Business Licenses. Unless exempt by law, Consultant and all
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.Confidential Information. All data, documents, discussions or other information
developed or received by or for Consultant in performance of this Agreement are confidential
and not to be disclosed to any person except as authorized by City, or as required by law.
15. Assignment; Subcontractors; Employees
A.Assignment. Consultant shall not assign, delegate, transfer, or convey its
duties, responsibilities, or interests in this Agreement or any right, title, obligation, or interest in
or to the same or any part thereof without the City’s prior written consent, which shall be in the
City’s sole discretion. Any assignment without such approval shall be void and, at the City’s
option, shall immediately cause this Agreement to terminate.
B.Subcontractors; Employees. Consultant shall be responsible for
employing or engaging all persons necessary to perform Consultant’s services hereunder. No
subcontractor of Consultant shall be recognized by the City as such; rather, all subcontractors are
deemed to be employees of Consultant, and Consultant agrees to be responsible for their
performance. Consultant shall give its personal attention to the fulfillment of the provisions of
this Agreement by all of its employees and subcontractors, if any, and shall keep the work under
its control. If any employee or subcontractor of Consultant fails or refuses to carry out the
provisions of this Agreement or appears to be incompetent or to act in a disorderly or improper
manner, it shall be discharged immediately from the work under this Agreement on demand of
the Project Manager.
16. Insurance. Without limiting Consultant’s indemnification provided herein,
Consultant shall, at its own expense, procure and maintain insurance that complies with the
requirements set forth in Exhibit C to this Agreement, which is attached hereto and incorporated
by reference. Consultant shall upon thirty (30) days’ written notice comply with any changes in
the amounts and terms of insurance as may be required from time-to-time by City’s risk
manager.
17.Termination of Agreement; Default.
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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 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 Consultant’s breach of the Agreement.
C.In the event City terminates this Agreement without cause, Consultant
shall be entitled to any compensation owed to it up to the time of such termination, it being
understood that any payments are full compensation for services rendered prior to the time of
payment.
D.Upon termination of this Agreement with or without cause, Consultant
shall turn over to the City Manager immediately any and all copies of studies, sketches,
drawings, computations, and other data, whether or not completed, prepared by Consultant or its
subcontractors, if any, or given to Consultant or its subcontractors, if any, in connection with this
Agreement. Such materials shall become the permanent property of the City. Consultant,
however, shall not be liable for the City’s use of incomplete materials nor for the City’s use of
complete documents if used for other than the project contemplated by this Agreement.
18. Suspension. The City shall have the authority to suspend this Agreement and the
services contemplated herein, wholly or in part, for such period as it deems necessary due to
unfavorable conditions or to the failure on the part of the Consultant to perform any provision of
this Agreement. Consultant will be paid for satisfactory services performed prior to the date of
suspension. During the period of suspension, Consultant shall not receive any payment for
services or expenses incurred by Consultant by reason of such suspension.
19.Merger; Amendment. This Agreement constitutes the complete and exclusive
statement of the agreement between City and Consultant and shall supersede all prior
negotiations, representations, or agreements, either written or oral. This document may be
amended only by written instrument, signed by both the City and Consultant. All provisions of
this Agreement are expressly made conditions.
20.Interpretation. This Agreement shall be interpreted as though it was a product of
a joint drafting effort, and no provisions shall be interpreted against a party on the ground that
said party was solely or primarily responsible for drafting the language to be interpreted.
21.Litigation 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
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court will not be bound by any court fee schedule, but shall, if it is in the interest of justice to do
so, award the full amount of costs, expenses, and attorneys’ fees paid or incurred in good faith.
22. Time Is of the Essence. Time is of the essence in this Agreement. Upon receipt
of a written notice from City to proceed with work required by a Task Order, Consultant shall
immediately commence work to perform the services required by that Task Order according to
the time requirements set in the Task Order.
23. Written Notification. Any notice, demand, request, consent, approval or
communication that either party desires or is required to give to the other party shall be in
writing and either served personally or sent by prepaid, first-class mail. Any such notice,
demand, etc. shall be addressed to the other party at the address set forth below. Either party
may change its address by notifying the other party in writing 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.
If to City: City Clerk
City of Rohnert Park - City Hall
130 Avram Avenue
Rohnert Park, CA 94928
If to Consultant: Carlile.Macy, Inc.
Attn: Mark Hale
15 Third Street
Santa Rosa, CA 95401
24. Consultant’s Books and Records.
A. Consultant shall maintain any and all ledgers, books of account, invoices,
vouchers, canceled checks, and other records or documents evidencing or relating to charges for
services, or expenditures and disbursements charged to City and all documents and records
which demonstrate performance under this Agreement for a minimum period of three (3) years,
or for any longer period required by law, from the date of termination or completion of this
Agreement.
B. Any records or documents required to be maintained pursuant to this
Agreement shall be made available for inspection or audit, at any time during regular business
hours, upon written request by the City Attorney, City Auditor, City Manager, or a designated
representative of any of these officers. Copies of such documents shall be provided to City for
inspection when it is practical to do so. Otherwise, unless an alternative is mutually agreed
upon, the records shall be available at Consultant’s address indicated for receipt of notices in this
Agreement.
C. The City may, by written request by any of the above-named officers,
require that custody of the records be given to the City and that the records and documents be
maintained in the City Manager's office.
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25. Agreement Is Binding. The terms, covenants, and conditions of this Agreement
shall apply to, and shall bind, the heirs, successors, executors, administrators, assigns, and
subcontractors of both parties.
26. Equal Employment Opportunity. Consultant is an equal opportunity employer
and agrees to comply with all applicable state and federal regulations governing equal
employment opportunity. Consultant will not discriminate against any employee or applicant for
employment because of race, religion, age, sex, creed, color, sexual orientation, marital status or
national origin. Consultant will take affirmative action to ensure that applicants are treated
during such employment without regard to race, religion, age, sex, creed, color, sexual
orientation, marital status, or national origin. Such action shall include, but shall not be limited
to, the following: employment, upgrading, demotion, or transfer; recruitment or recruitment
advertising; lay-offs or termination; rates of pay or other forms of compensation; and selection
for training, including apprenticeship. Consultant further agrees to post in conspicuous places,
available to employees and applicants for employment, notices setting forth the provisions of this
nondiscrimination clause.
27. Non-Exclusive Agreement. This is a non-exclusive agreement. City reserves the
right to provide, and to retain other consultants to provide, services that are the same or similar to
the services described in this Agreement.
28. City Not Obligated to Third Parties. The City shall not be obligated or liable for
payment hereunder to any party other than Consultant.
29. Remedies/Waiver. No failure on the part of either party to exercise any term,
covenant, condition, right or remedy hereunder shall operate as a waiver of any other term,
covenant, condition, right or remedy that such party may have hereunder. All remedies
permitted or available under this Agreement, or at law or in equity, are cumulative and
alternative. As a condition precedent to commencing legal action involving a claim or dispute
against the City arising from this Agreement, 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.
30. Severability. If any one or more of the provisions contained herein shall for any
reason be held to be invalid, illegal or unenforceable in any respect, then such provision or
provisions shall be deemed severable from the remaining provisions hereof, and such invalidity,
illegality, or unenforceability shall not affect any other provision hereof, and this Agreement
shall be construed as if such invalid, illegal, or unenforceable provision had not been contained
herein.
31. Exhibits. The following exhibits are attached to this Agreement and incorporated
herein by this reference:
A. Exhibit A: Scope of Work and Schedule of Performance
B. Exhibit B: Compensation
C. Exhibit C: Insurance Requirements
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32. Execution. This Agreement may be executed in several counterparts, each of
which shall constitute one and the same instrument and shall become binding upon the parties
when at least one copy hereof shall have been signed by both parties hereto. In approving this
Agreement, it shall not be necessary to produce or account for more than one such counterpart.
The parties hereby expressly agree to the use of electronic signatures, which shall be deemed to
have the same effect as an original signature.
33.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.
34.Applicable Law; Venue. This Agreement shall be construed and interpreted
according to California law. In the event that suit shall be brought by either party hereunder, the
parties agree that a trial of such action shall be held exclusively in a state court in the County of
Sonoma, California.
35. Authority. Each individual executing this Agreement on behalf of one of the
parties represents that he or she is duly authorized to sign and deliver the Agreement on behalf of
such party and that this Agreement is binding on such party in accordance with its terms.
IN WITNESS WHEREOF, City and Consultant have executed this Agreement as of the date first
above written.
CITY OF ROHNERT PARK CARLILE.MACY, INC.
By: __________________________________
Marcela Piedra, City Manager
By:
Jim Fain, CFO (Date)
Date:
Per Resolution No. 2026-______adopted by the Rohnert
Park City Council at its meeting of February 10, 2026.
By: _________________________________
Tracy Rankin, Interim Risk Manager (Date)
By: _________________________________
Betsy Howze, Finance Director (Date)
CARLILE.MACY, INC.
By:
Pete Crudo, Secretary (Date)
APPROVED AS TO FORM:
By: __________________________________
City Attorney
ATTEST:
By: __________________________________
City Clerk
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1/27/2026
1/27/2026
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CIVIL ENGINEERS URBAN PLANNERS LAND SURVEYORS LANDSCAPE ARCHITECTS
Carlile Macy Services Offered
Public Works Capital Improvement Services
Specialization in municipal utilities such as water
(including but not limited to wells, pumps, tanks,
pipelines, and telemetry and SCADA systems),
sewer (including but not limited to pipelines,
pumps, inflow and infiltration, and telemetry and
SCADA systems), recycled water infrastructure,
and stormwater infrastructure.
Professional Engineering Services
Civil Engineering Design Services as it applies to
municipal infrastructure.
Technical Specification Creation Services
Cost Estimating Services
Landscape Architecture
Land Surveying Services, including but not limited
to topographic mapping, boundary surveys and
analysis, construction surveys and staking, control
surveys, and legal and regulatory mapping services
such as legal descriptions and records of survey
Generate project SWPPP
Public outreach and presentations to council
Additional Services not specifically
mentioned in RFP
Arborist Services, including but not limited to
Tree Inventories, Arborist Reports, Tree Risk
Assessments, Health Assessments (including Pest
& Disease Diagnosis), Structural Assessments,
and Tree Management Plans
Deliverables
Construction Documents including improvement
plans, details, and specifications
Cost Estimates
Low Impact Development reports
Hydrology and Hydraulics reports
Prepare and file SWPPPs and NOIs
Carlile Macy understands that many types of
projects may arise over the course of a four-year
“On-Call” agreement with the City of Rohnert
Park. Since specific details of a work assignment are
unknown at this time, including scope of work, we
have chosen not to include a subconsultant as part of
our project team. We would be comfortable working
as teammates with firms selected by the City for the
other “On-Call” scopes of work listed in the RFP.
Typical Project Workflow
Preliminary Design: Our projects ideally start with
communication with the client. It is critical that we
understand their goals and priorities before we embark
on a design. After that discussion, we conduct a
preliminary site evaluation. We visit the site and gather
existing information from publicly available sources
to identify constraints to the client’s goals, including
conferring with permitting agencies to daylight their
concerns. Using the constraints as guardrails, our
team develops design alternatives, and create exhibits
and rough cost estimates for those alternatives to
present to the client so they can select their preferred
alternative. Senior staff acts as a sounding board
during development of the alternatives and reviews
them prior to submission to the client.
After receiving input from the client and identifying
a preferred alternative, our team prepares prelim-
inary documents for entitlements review. Once
again, senior staff critiques the documents during
their development and provides a final review prior
to submission. While not to the level of precision
of construction documents, these documents pro-
vide information for the project to be evaluated per
agency standards. If necessary, the project is also
evaluated per California Environmental Quality Act
standards to identify measures that can be taken
to reduce its impacts. During this evaluation, the
design team acts as a liaison between the client and
the reviewing agency to make any adjustments to the
project to enable it to go forward to a public hearing.
At the client’s request, the design team participates
in the public hearing by presenting the project and
addressing issues that arise during the process.
Produce Reports, Plans, and Specifications: After
obtaining the entitlements approval, we proceed
with preparing construction documents. Our goal
is to create a set of documents that communicate
the design intent to the client, the contractor, and
the reviewing agencies. In addition to improvement
plans and specifications, we prepare reports, such
as a hydrology and hydraulics report to support the
drainage design, or a hydraulics report to support the
water system design. We also prepare exhibits such as
truck turning exhibits that support the design but are
really not appropriate to show on construction doc-
uments yet may be relevant to the reviewing agency.
The plans show the notes, details, and horizontal
and vertical locations necessary to build the improve-
Scope of Services
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EXHIBIT A
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CIVIL ENGINEERS URBAN PLANNERS LAND SURVEYORS LANDSCAPE ARCHITECTS
ment, including sheets for grading and utility design,
profiles of roads and paths, notes, details, demolition,
and erosion control. The design incorporates Low
Impact Development strategies and Best Management
Practices in compliance with the current National
Pollutant Discharge Elimination System permit.
Bidding and Construction: Prior to construction
the design team assists the client during the bidding
process by responding to questions from the bidders
and issuing addenda. During construction, we review
submittals and continue to respond to questions from
the field. We make periodic site visits to observe that
the construction is in conformance with the plans and
document the progress made by issuing field reports. If
necessary, we revise the plans and process the revision
to make sure that all parties are in agreement with the
revision. As construction nears completion, we issue
a punch list of items that need to be corrected. Once
construction is complete, we work with the contractor
and inspectors to modify our set of drawings to create
a record of the construction for use in the future.
Cost Controls
We have found that one of the best ways to control
costs is to begin with a well defined scope of work.
The preparation of a work plan designed around
that scope is essential to the control of both budget
and schedule to ensure efficient use of time during
all phases of a project. Another key to controlling
costs during design is open and frequent communi-
cation both internally and with our clients. Internal
communication helps ensure efficient delegation of
tasks which results in a smoother design process. It
also helps identify potential conflicts among different
disciplines and aspects of a project before getting to
a point where a redesign would be needed. Addition-
ally, communication with the client ensures we do
not go too far with a design concept they don’t like
or is too expensive which could result in time con-
suming redesigns.
In addition to preventing higher costs on the design
end, we also take pride in producing clear construc-
tion documents with an emphasis on constructability
to avoid costly change orders from contractors during
construction.
Lastly, we have up-to-date costs on all of our proj-
ects and work closely with contractors on a regular
basis to keep our cost information current. You can
be confident that our estimates are realistic, and the
project will be within the stated budgets.
Quality Control
The number one concern in any construction project
is quality control. Carlile Macy has an extensive
in-house quality control and plan review process.
Our plans are reviewed at three separate phases of
the project: master plan or concept phase, design
development phase, and construction document
phase. Concept phase quality control is an in-house
review of the concept plans with members of the
engineering and/or landscape architecture staff
critiquing the concept for responsiveness to the
program, for layout of individual project elements,
and for the practicality of construction. This review
will generally take the form of informal charette
sessions with staff, with the goal of refining the
plan to meet the program in the most effective and
creative way possible. In conjunction with this review
is the preliminary cost estimating process that will
realistically review the program goals in relationship
to the budget. Through this process, we will offer
alternatives for cost savings and phasing suggestions
to meet the overall goal of the concept plan.
The plans are reviewed again after the finalization
of the concept plan during the preparation of design
development drawings. This review will typically
involve our project civil engineer and CAD tech-
nician staff. The engineer will review the plans for
constructability and will give input on hydrology,
grading, utility design, and road/parking design.
Any concerns over difficult construction issues will
be discussed and resolved with alternative solutions
being appraised and considered. The plan layout will
be reviewed by our senior engineering technicians/
CAD drafting staff in relation to the survey. All
utility information will be verified and vertical grades
will be checked.
The final phase of quality control is the thorough
check of the construction documents and specifica-
tions by in-house staff. Each professional is reviewing
the plan set in total for accuracy, clarity, and con-
structability. As an option, we have also utilized peer
review by other firms in our area when the com-
plexity of the project dictates. The end result of this
process is a set of drawings that is responsive, well
thought out, and easy to read and construct with few,
if any, change orders.
Scope of Services
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15 Third Street, Santa Rosa, CA 95401
Tel: 707 542 6451 Fax: 707 542 5212
CIVIL ENGINEERS URBAN PLANNERS LAND SURVEYORS LANDSCAPE ARCHITECTS
Principal $200.00-$230.00 per hour
Associate $160.00-$200.00 per hour
Project Engineer $150.00-$180.00 per hour
Civil Engineer $130.00-$160.00 per hour
Civil Designer $160.00-$190.00 per hour
Design Engineer $105.00-$145.00 per hour
Engineering Technician $100.00-$150.00 per hour
Project Landscape Architect $140.00-$170.00 per hour
Landscape Architect $120.00-$150.00 per hour
Landscape Designer $100.00-$135.00 per hour
Arborist $130.00-$140.00 per hour
Professional Land Surveyor $150.00-$190.00 per hour
Project Surveyor $130.00-$150.00 per hour
Assistant Surveyor $100.00-$130.00 per hour
3 Man Survey Crew $435.00 per hour
2 Man Survey Crew $325.00 per hour
1 Man Survey Crew $225.00 per hour
Project Administrator $90.00 per hour
Additional charges are made for:
Printing Reproduction Plotting Courier
Prices subject to change effective January 1, 2026.
2025 Carlile Macy Schedule of Charges
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Exhibit C
OAK #4862-8048-1163 (Rev 10-23)
EXHIBIT C
INSURANCE REQUIREMENTS for Consulting 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
a 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 a 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 a limit no less than $2,000,000 per occurrence or claim,
$2,000,000 aggregate.
If 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 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).
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Exhibit C
OAK #4862-8048-1163 (Rev 10-23)
Primary Coverage
For any claims related to this contract, 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 in 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
written 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 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
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; and
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, Consultant must
purchase “extended reporting” coverage for a minimum of five (5) years after completion
of contract work.
Verification of Coverage
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Exhibit C
OAK #4862-8048-1163 (Rev 10-23)
Consultant shall furnish the City with original Certificates of Insurance including all required
amendatory endorsements (or copies of the applicable policy language effecting coverage
required by this clause) and a copy of the Declarations and Endorsement Page of the CGL policy
listing all policy endorsements to City before work begins. However, failure to obtain the
required documents prior to the work beginning shall not waive 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.
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CERTIFICATE OF CONSULTANT
I HEREBY CERTIFY that I am the __________________________________, and a
duly authorized representative of the firm of _____________________________________,
whose address is ______________________________________________________, and that
neither I nor the above firm I here represent has:
a)Employed or retained for a commission, percentage, brokerage, contingent
fee, or other consideration, any firm or person (other than a bona fide
employee working solely for me or the above consultant) to solicit to
secure this Agreement.
b)Agreed, as an express or implied condition for obtaining this contract, to
employ or retain the services of any firm or person in connection with
carrying out the Agreement; or
c)Paid, or agreed to pay, to any firm, organization or person (other than a
bona fide employee working solely for me or the above consultant) any
fee, contribution, donation, or consideration of any kind for, or in
connection with, procuring or carrying out the Agreement;
Except as here expressly stated (if any);
I acknowledge that this certificate is subject to applicable State and Federal laws, both
criminal and civil.
_________________ ___________________________________
Date Signature
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15 Third Street, Santa Rosa, CA 95401
1/27/2026
Carlile Macy, Inc.
Secretary
OAK #4862-8048-1163 (Rev 10-23)
MASTER AGREEMENT FOR CONSULTANT SERVICES
This MASTER AGREEMENT FOR CONSULTANT SERVICES (“Agreement”) is
entered into as of the 10th day of February, 2026, by and between the City of Rohnert Park
(“City”), a California municipal corporation, and COAR Design Group (“Consultant”), a
California corporation, with reference to the following facts, understandings and intentions.
Recitals
WHEREAS, City desires to obtain services designated in Exhibit A; and
WHEREAS, Consultant hereby warrants to City that Consultant is skilled and able to
provide such services described in Section 3 of this Agreement; and
WHEREAS, City desires to retain Consultant pursuant to this Agreement to provide the
services described in Section 3 of this Agreement, subject to the terms and conditions of this
Agreement
Agreement
NOW, THEREFORE, in consideration of their mutual covenants, the parties hereto agree
as follows:
1. Incorporation of Recitals. The recitals and all defined terms set forth above are
hereby incorporated into this Agreement as if set forth herein in full.
2. Project Coordination. Authorized representatives shall represent City and
Consultant in all matters pertaining to this Agreement.
A. City. The City Manager or his/her designee shall represent City for all
purposes under this Agreement, except where approval for the City is specifically required by the
City Council. The CIP Program Manager is hereby designated as the project manager (“Project
Manager”). The Project Manager shall supervise the progress and execution of this Agreement.
B. Consultant. Consultant shall assign Jeff Katz to have overall
responsibility for the progress and execution of this Agreement for Consultant.
3. Scope and Performance of Services
A. Scope of Services. Subject to such policy direction and approvals as City
may determine from time to time, Consultant shall perform the type of services generally set out
in the Scope of Work attached hereto as Exhibit A and incorporated herein by reference.
Consultant shall be assigned to provide particular services pursuant to the requirements of a task
order that has been issued in conformance with the City’s Purchasing Policy (“Task Order”)
executed by Consultant and City.
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
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executed agreement from City and obtaining and delivering the required insurance coverage, and
satisfactory evidence thereof, to City. Consultant shall perform its services in accordance with
the schedule attached to the Task Order. Any changes to these dates in either this Section 3 or
the Task Order shall be approved in writing by the Project Manager.
C. Standard of Quality. City relies upon the professional ability of
Consultant as a material inducement to entering into this Agreement. All work performed by
Consultant under this Agreement shall be performed (1) with due diligence, using its best efforts
to perform and coordinate all activities in a timely manner; (2) in accordance with all applicable
legal requirements; and (3) with the standard of quality ordinarily 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: (1) for services provided
directly under this Agreement be at the rate and schedules more particularly described in Exhibit
B, attached hereto and incorporated by this reference; or (2) for services authorized by Task
Orders, be at the rate and schedules specified by said Task Order. However, in no event shall the
amount City pays to Consultant for services provided directly under this Agreement exceed
fifteen thousand dollars ($15,000.00); nor shall the amount City pays to Consultant for work
done by Task Order exceed the total compensation specified by the Task Order. City’s
obligation to pay compensation to Consultant as provided herein is contingent upon Consultant’s
compliance with the terms and conditions of this Agreement and any amendments thereto.
Payment by City under this Agreement shall not be deemed a waiver of unsatisfactory work,
even if such defects were known to the City at the time of payment.
B. Timing of Payment. City shall pay Consultant as compensation in full for
such services and expenses for the different elements of the scope of work as follows:
(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.
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C. Changes in Compensation. Consultant will not undertake any work that
will incur costs in excess of the amount set forth in Section 4(A) of this Agreement without prior
written amendment to this Agreement. City shall have the right to amend the Scope of Work
within the Agreement by written notification to the Consultant. In such event, the compensation
and time of performance shall be subject to renegotiation upon written demand of either party to
the Agreement. Consultant shall not commence any work exceeding the Scope of Work without
prior written authorization from the City. Failure of the Consultant to secure City’s written
authorization for extra or changed work shall constitute a waiver of any and all right to
adjustment in the contract price or time due, whether by way of compensation, restitution,
quantum meruit, etc. for work done without the appropriate City authorization.
D. Taxes. Consultant shall pay all taxes, assessments and premiums under
the federal Social Security Act, any applicable unemployment insurance contributions, Workers
Compensation insurance premiums, sales taxes, use taxes, personal property taxes, or other taxes
or assessments now or hereafter in effect and payable by reason of or in connection with the
services to be performed by Consultant.
E. No Overtime or Premium Pay. Consultant shall receive no premium or
enhanced pay for work normally understood as overtime, i.e., hours that exceed forty (40) hours
per work week, or work performed during non-standard business hours, such as in the evenings
or on weekends. Consultant shall not receive a premium or enhanced pay for work performed on
a recognized holiday. Consultant shall not receive paid time off for days not worked, whether it
be in the form of sick leave, administrative leave, or for any other form of absence.
F. Litigation Support. Consultant agrees to testify at City’s request if
litigation is brought against City in connection with Consultant’s work product. Unless the
action is brought by Consultant or is based upon Consultant’s negligence, City will compensate
Consultant for the preparation and the testimony at Consultant’s standard hourly rates, if
requested by City and not part of the litigation brought by City against Consultant.
5. Term. The term of this Agreement shall commence on the date of its execution
by both parties and shall continue in full force and effect until December 31, 2029, unless earlier
terminated in accordance with this Agreement. Notwithstanding the foregoing, this Agreement
may be extended for successive one-year term(s) upon mutual, written approval by the City
Manager or his/her designee and Consultant. Work authorized by a separate Task Order as
contemplated by this Agreement shall be performed in accordance with the schedule set forth in
the Task Order.
6. Inspection. Consultant shall furnish City with every reasonable opportunity for
City to ascertain that the services of Consultant are being performed in accordance with the
requirements and intentions of this Agreement. All work done and all materials furnished, if
any, shall be subject to the Project Manager’s inspection and approval. The inspection of such
work shall not relieve Consultant of any of its obligations to fulfill the Agreement as prescribed.
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,
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prepared or obtained by the Consultant under the Agreement shall be vested in City, none of
which shall be used in any manner whatsoever, by any person, firm, corporation, or agency
without the expressed written consent of the City. Consultant shall assume no responsibility for
the unintended use by others of such final work products which are not related to the scope of the
services described under this Agreement. Basic survey notes and sketches, charts, computations,
and other data prepared or obtained under the Agreement shall be made available, upon request,
to City without restriction or limitations on their use. Consultant may retain copies of the above-
described information but agrees not to disclose or discuss any information gathered, discussed
or generated in any way through this Agreement without the written permission of City during
the term of this Agreement, unless required by law.
8. Employment of Other Consultants, Specialists or Experts. Consultant will not
employ or otherwise incur an obligation to pay other consultants, specialists or experts for
services in connection with this Agreement without the prior written approval of the City.
9. Conflict of Interest Requirements.
A. Consultant covenants and represents that neither it, nor any officer or
principal of its firm, has, or shall acquire any investment, income, business entity, interest in real
property, or other interest, directly or indirectly, which would conflict in any manner with the
interests of City, hinder Consultant’s performance of services under this Agreement, or be
affected in any manner or degree by performance of Consultant’s services hereunder. Consultant
further covenants that in the performance of the Agreement, no person having any such interest
shall be employed by it as an officer, employee, agent, or subcontractor without the express
written consent of the City. Consultant agrees at all times to avoid conflicts of interest, or the
appearance of any conflicts of interest, with the interests of the City in the performance of the
Agreement.
B. Consultant is not a designated employee within the meaning of the
Political Reform Act because Consultant:
(1) will not have the power to make any governmental decision,
including whether to: approve any rates, rules, regulations, policies, standards, or guidelines of
the City or any of its subdivisions; adopt or enforce any laws; issue, deny, suspend, or revoke
any permit, license, application, certificate, order, or any similar authorization or entitlement;
authorize, modify, or renew any form of City contract; grant approval to any City contract
specifications on behalf of the City; or grant City approval for any plans, designs, reports, or
similar; and
(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” includes 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
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(3) will not perform the same duties for the City that would otherwise
be performed by a staff member required to report under the City’s conflict of interest code.
(2 Cal. Code Regs. § 18700.3.)
10. Liability of Members and Employees of City. No member of the City and no
other officer, elected official, employee or agent of the City shall be personally liable to
Consultant or otherwise in the event of any default or breach of the City, or for any amount
which may become due to Consultant or any successor in interest, or for any obligations directly
or indirectly incurred under the terms of this Agreement. To the maximum extent permitted by
law, the City shall have no liability or responsibility for any accident, loss, or damage to any
work performed under this Agreement whether prior to its completion or acceptance or
otherwise.
11. Indemnity.
A. Indemnification. To the fullest extent permitted by law, Consultant shall,
at its own expense, indemnify, protect, defend (by counsel reasonably satisfactory to the City)
and hold harmless City and any and all of its officers, officials, employees, agents and volunteers
(“Indemnified Parties”) from and against any and all liability (including liability for claims,
demands, damages, obligations, suits, actions, arbitration proceedings, administrative
proceedings, regulatory proceedings, losses, expenses or costs of any kind, whether actual,
alleged or threatened, including attorneys’ fees and costs, court costs, interest, defense costs and
expert witness fees) of any nature (“Liability”), whether actual, alleged or threatened, which
arise out of, pertain to, or relate to the performance or failure to comply with this Agreement,
regardless of any fault or alleged fault of the Indemnified Parties.
1. 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.
2. The only exception to Consultant’s responsibility to indemnify,
protect, defend, and hold harmless the Indemnified Parties from Liability is due to the active
negligence or willful misconduct of City or its elective or appointive boards, officers, agents and
employees.
B. Scope of Obligation. Consultant’s duty to indemnify, protect, defend and
hold harmless as set forth in this Section 11 shall include the duty to defend (by counsel
reasonably satisfactory to the City) as set forth in California Civil Code § 2778. This
indemnification obligation is not limited in any way by any limitation on the amount or type of
damages or compensation payable by or for Consultant under worker’s compensation, disability
or other employee benefit acts or the terms, applicability or limitations of any insurance held or
provided by Consultant and shall continue to bind the parties after termination/completion of this
agreement. This indemnification shall be regardless of, and not in any way limited by, the
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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.
C. Consultant’s duty to indemnify, protect, defend and hold harmless as set
forth in this Section 11 shall not be excused because of the Consultant’s inability to evaluate
Liability, or because the Consultant evaluates Liability and determines that the Consultant is not
or may not be liable. 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 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 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 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.
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C. Prevailing Wage. Consultant and Consultant’s subcontractors (if any)
shall, to the extent required by the California Labor Code, pay not less than the latest prevailing
wage rates to workers and professionals as determined by the Director of Industrial Relations of
the State of California pursuant to California Labor Code, Part 7, Chapter 1, Article 2. Copies of
the applicable wage determination are on file at the City’s office of the City Clerk.
D. Injury and Illness Prevention Program. Consultant certifies that it is aware
of and has complied with the provisions of California Labor Code § 6401.7, which requires
every employer to adopt a written injury and illness prevention program.
E. Business Licenses. Unless exempt by law, Consultant and all
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. Confidential Information. All data, documents, discussions or other information
developed or received by or for Consultant in performance of this Agreement are confidential
and not to be disclosed to any person except as authorized by City, or as required by law.
15. Assignment; Subcontractors; Employees
A. Assignment. Consultant shall not assign, delegate, transfer, or convey its
duties, responsibilities, or interests in this Agreement or any right, title, obligation, or interest in
or to the same or any part thereof without the City’s prior written consent, which shall be in the
City’s sole discretion. Any assignment without such approval shall be void and, at the City’s
option, shall immediately cause this Agreement to terminate.
B. Subcontractors; Employees. Consultant shall be responsible for
employing or engaging all persons necessary to perform Consultant’s services hereunder. No
subcontractor of Consultant shall be recognized by the City as such; rather, all subcontractors are
deemed to be employees of Consultant, and Consultant agrees to be responsible for their
performance. Consultant shall give its personal attention to the fulfillment of the provisions of
this Agreement by all of its employees and subcontractors, if any, and shall keep the work under
its control. If any employee or subcontractor of Consultant fails or refuses to carry out the
provisions of this Agreement or appears to be incompetent or to act in a disorderly or improper
manner, it shall be discharged immediately from the work under this Agreement on demand of
the Project Manager.
16. Insurance. Without limiting Consultant’s indemnification provided herein,
Consultant shall, at its own expense, procure and maintain insurance that complies with the
requirements set forth in Exhibit C to this Agreement, which is attached hereto and incorporated
by reference. Consultant shall upon thirty (30) days’ written notice comply with any changes in
the amounts and terms of insurance as may be required from time-to-time by City’s risk
manager.
17. Termination of Agreement; Default.
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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 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 Consultant’s breach of the Agreement.
C. In the event City terminates this Agreement without cause, Consultant
shall be entitled to any compensation owed to it up to the time of such termination, it being
understood that any payments are full compensation for services rendered prior to the time of
payment.
D. Upon termination of this Agreement with or without cause, Consultant
shall turn over to the City Manager immediately any and all copies of studies, sketches,
drawings, computations, and other data, whether or not completed, prepared by Consultant or its
subcontractors, if any, or given to Consultant or its subcontractors, if any, in connection with this
Agreement. Such materials shall become the permanent property of the City. Consultant,
however, shall not be liable for the City’s use of incomplete materials nor for the City’s use of
complete documents if used for other than the project contemplated by this Agreement.
18. Suspension. The City shall have the authority to suspend this Agreement and the
services contemplated herein, wholly or in part, for such period as it deems necessary due to
unfavorable conditions or to the failure on the part of the Consultant to perform any provision of
this Agreement. Consultant will be paid for satisfactory services performed prior to the date of
suspension. During the period of suspension, Consultant shall not receive any payment for
services or expenses incurred by Consultant by reason of such suspension.
19. Merger; Amendment. This Agreement constitutes the complete and exclusive
statement of the agreement between City and Consultant and shall supersede all prior
negotiations, representations, or agreements, either written or oral. This document may be
amended only by written instrument, signed by both the City and Consultant. All provisions of
this Agreement are expressly made conditions.
20. Interpretation. This Agreement shall be interpreted as though it was a product of
a joint drafting effort, and no provisions shall be interpreted against a party on the ground that
said party was solely or primarily responsible for drafting the language to be interpreted.
21. Litigation 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
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court will not be bound by any court fee schedule, but shall, if it is in the interest of justice to do
so, award the full amount of costs, expenses, and attorneys’ fees paid or incurred in good faith.
22. Time Is of the Essence. Time is of the essence in this Agreement. Upon receipt
of a written notice from City to proceed with work required by a Task Order, Consultant shall
immediately commence work to perform the services required by that Task Order according to
the time requirements set in the Task Order.
23. Written Notification. Any notice, demand, request, consent, approval or
communication that either party desires or is required to give to the other party shall be in
writing and either served personally or sent by prepaid, first-class mail. Any such notice,
demand, etc. shall be addressed to the other party at the address set forth below. Either party
may change its address by notifying the other party in writing 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.
If to City: City Clerk
City of Rohnert Park - City Hall
130 Avram Avenue
Rohnert Park, CA 94928
If to Consultant: COAR Design Group
Attn: Jeff Katz
200 E Street
Santa Rosa, CA 95404
24. Consultant’s Books and Records.
A. Consultant shall maintain any and all ledgers, books of account, invoices,
vouchers, canceled checks, and other records or documents evidencing or relating to charges for
services, or expenditures and disbursements charged to City and all documents and records
which demonstrate performance under this Agreement for a minimum period of three (3) years,
or for any longer period required by law, from the date of termination or completion of this
Agreement.
B. Any records or documents required to be maintained pursuant to this
Agreement shall be made available for inspection or audit, at any time during regular business
hours, upon written request by the City Attorney, City Auditor, City Manager, or a designated
representative of any of these officers. Copies of such documents shall be provided to City for
inspection when it is practical to do so. Otherwise, unless an alternative is mutually agreed
upon, the records shall be available at Consultant’s address indicated for receipt of notices in this
Agreement.
C. The City may, by written request by any of the above-named officers,
require that custody of the records be given to the City and that the records and documents be
maintained in the City Manager's office.
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25. Agreement Is Binding. The terms, covenants, and conditions of this Agreement
shall apply to, and shall bind, the heirs, successors, executors, administrators, assigns, and
subcontractors of both parties.
26. Equal Employment Opportunity. Consultant is an equal opportunity employer
and agrees to comply with all applicable state and federal regulations governing equal
employment opportunity. Consultant will not discriminate against any employee or applicant for
employment because of race, religion, age, sex, creed, color, sexual orientation, marital status or
national origin. Consultant will take affirmative action to ensure that applicants are treated
during such employment without regard to race, religion, age, sex, creed, color, sexual
orientation, marital status, or national origin. Such action shall include, but shall not be limited
to, the following: employment, upgrading, demotion, or transfer; recruitment or recruitment
advertising; lay-offs or termination; rates of pay or other forms of compensation; and selection
for training, including apprenticeship. Consultant further agrees to post in conspicuous places,
available to employees and applicants for employment, notices setting forth the provisions of this
nondiscrimination clause.
27. Non-Exclusive Agreement. This is a non-exclusive agreement. City reserves the
right to provide, and to retain other consultants to provide, services that are the same or similar to
the services described in this Agreement.
28. City Not Obligated to Third Parties. The City shall not be obligated or liable for
payment hereunder to any party other than Consultant.
29. Remedies/Waiver. No failure on the part of either party to exercise any term,
covenant, condition, right or remedy hereunder shall operate as a waiver of any other term,
covenant, condition, right or remedy that such party may have hereunder. All remedies
permitted or available under this Agreement, or at law or in equity, are cumulative and
alternative. As a condition precedent to commencing legal action involving a claim or dispute
against the City arising from this Agreement, 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.
30. Severability. If any one or more of the provisions contained herein shall for any
reason be held to be invalid, illegal or unenforceable in any respect, then such provision or
provisions shall be deemed severable from the remaining provisions hereof, and such invalidity,
illegality, or unenforceability shall not affect any other provision hereof, and this Agreement
shall be construed as if such invalid, illegal, or unenforceable provision had not been contained
herein.
31. Exhibits. The following exhibits are attached to this Agreement and incorporated
herein by this reference:
A. Exhibit A: Scope of Work and Schedule of Performance
B. Exhibit B: Compensation
C. Exhibit C: Insurance Requirements
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32. Execution. This Agreement may be executed in several counterparts, each of
which shall constitute one and the same instrument and shall become binding upon the parties
when at least one copy hereof shall have been signed by both parties hereto. In approving this
Agreement, it shall not be necessary to produce or account for more than one such counterpart.
The parties hereby expressly agree to the use of electronic signatures, which shall be deemed to
have the same effect as an original signature.
33.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.
34.Applicable Law; Venue. This Agreement shall be construed and interpreted
according to California law. In the event that suit shall be brought by either party hereunder, the
parties agree that a trial of such action shall be held exclusively in a state court in the County of
Sonoma, California.
35. Authority. Each individual executing this Agreement on behalf of one of the
parties represents that he or she is duly authorized to sign and deliver the Agreement on behalf of
such party and that this Agreement is binding on such party in accordance with its terms.
IN WITNESS WHEREOF, City and Consultant have executed this Agreement as of the date first
above written.
CITY OF ROHNERT PARK COAR DESIGN GROUP
By: __________________________________
Marcela Piedra, City Manager (Date)
By:
Jeff Katz, President (Date)
Per Resolution No. 2026-______adopted by the Rohnert
Park City Council at its meeting of February 10, 2026.
By: _________________________________
Tracy Rankin, Interim Risk Manager (Date)
By: _________________________________
Betsy Howze, Finance Director (Date)
COAR DESIGN GROUP
By:
Jeff Katz, Secretary (Date)
APPROVED AS TO FORM:
By: __________________________________
City Attorney
ATTEST:
By: __________________________________
City Clerk
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1/27/2026
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8 Exhibit A -Scope of Services
ARCHITECTURAL SERVICES
Our team will approach each project for the
City of Rohnert Park with open ears, innovative
minds, and an integrative spirit. We are
not afraid to roll up our sleeves and initiate
collaborative discussions for options and
alternatives. Our clients return to us to provide
architectural design solutions for their most
critical public works projects because they trust
we can deliver their vision. Jeff Katz, Christie
Jewett, Matt Kingdon, and Krt Maness will lead
the COAR team through any necessary projects
with their combined 70+ years of experience
in architecture, design, quality control,
construction administration, and project
management.
We understand the City is looking for a qualified
consultants to provide state-of-the-art services
for planned and future projects within the City
of Rohnert Park. We are prepared to collaborate
closely with your team to get to the heart of
every project and deliver effective, innovative
solutions. No matter the project, we are prepared
to address important issues and identify assets
to be enhanced or challenges to overcome.
COAR is prepared to provide consultant
services for Architectural Services including:
schematic design, design development,
construction documents, bid phase support,
construction administration, and subconsultant
management.
METHODOLOGY
From the moment we receive the Notice to
Proceed, our team becomes your partner. We
listen to your n·eeds and strive to make them a
reality. We bring visions together with budget,
resulting in practical, honest, and creative
solutions. Users, Owners, Architects, and
Engineers have equal opportunity to voice
their opinions, express their experiences, and
weigh in with ideas so that a truly collaborative
solution can be realized. While the scope for
every project may be different, the general
phases follow a similar pattern.
PROJECT INITIATION
To begin, we will have a kick-off meeting with
the City and involved parties to review the
operational vision and discuss the priorities that
will drive the design direction. We want our team
to be clear on any decisions, ideas, or planning
that is in place so that we can make fully
informed decisions as we develop the design
documents. If necessary, we will conduct a code
and environmental review to ensure current
code requirements are accounted for before
we begin developing drawings. We realize the
importance of moving projects forward without
delays. We have a deep understanding of typical
obstacles that may cause delay to public works
facilities and will ensure they are identified in
advance and avoided where possible.
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2. SCOPE OF SERVICES
SCHEMATIC DESIGN
Once we have gathered sufficient program information, we will generate schematic designs that establish the layout
of the facility. Based on the plan alternative selected, we will develop the schematic design and offer suggested
improvements or enhancements where warranted. The schematic design includes specific building layouts and
building system descriptions. As we develop the design, we will maintain communication with the City to ensure we
are incorporating all of the projected needs and are designing in accordance with the project requirements. Utilizing
advanced Building Information Modeling (BIM) programs, our team can present the design to City Representatives
at any point in the design process. City recommendations can easily be developed into the design as it progresses.
Along with regularly scheduled design and coordination meetings, we will schedule over-the-shoulder reviews at
every milestone to gather feedback, gain consensus on decisions, and keep the project moving forward . These design
decisions will be documented and requested changes will be tracked and implemented via our various coordination
tools. Through years of completing projects with our consultant teams, we have refined which tools best facilitate
optimal design processes, scheduling and sequencing, and client collaboration including Revit, Enscape, Revizto,
and Bluebeam Studio. This combination of programs keeps all members of the team apprised of project progress and
provides frequent opportunities to provide and receive feedback.
:ovrm oF SOliOl-!A
illUIORllNISIIU CO!!Ol<ER OFF/Cf & Ptl8UC-••= '""'-•nlAIOAATOiY
CONSTRUCTION DOCUMENTS
DESIGN DEVELOPMENT
We will develop a more detailed design that includes material
selection and systems. The design development phase
will include architectural, structural, civil, mechanical,
plumbing and electrical, as well as site and landscape
design. Additionally, we will provide outline specifications,
preliminary code and standards review and compliance
reports, surveys/mapping, utilities verification, and permit
research. During this phase we emphasize value engineering
efforts to maximize all elements of the evolving design and
rigorous quality control methods to ensure that all members
of the A/E team are in sync, cost goals are maintained, and
errors and coordination issues are minimized. We work
diligently to provide a design that can be constructed at the
best value. Preliminary drawings from all disciplines will be
developed and our estimate will evolve throughout the design
as decisions are made. Specifications will also be generated
in conjunction with the construction drawings, and we
will work with you to evaluate specific products, preferred
manufacturers or required equipment.
We take pride in producing final construction documents which are recognized and admired by contractors for
their thoroughness and are constructed with a minimum number of complications. Our work has resulted in a
change order rate of less than 1% of construction cost for changes other than owner-requested changes. We are firm
believers in the continued involvement of the Project Architect and engineers during this crucial phase in order to
align decisions made "in the field,, with the design intent agreed upon during the earlier stages of the project .
BIDDING PHASE
We will continue to work with the City throughout the bidding phase. This includes answering RFI's, reviewing
contractor bids and qualifications, responding to submittals and as-builts, and providing recommendations on
contractor selection. We are highly experienced in construction administration and know what to look for when
reviewing and selecting contractors.
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2. SCOPE OF SERVICES
CONSTRUCTION ADMINISTRATION
We are accountable for the completed project, and we take great care in providing outstanding
construction administration and oversight services to ensure your facility meets not only the
requirements of the plans and specifications, but also our standards for quality. We are firm believers
in the continued involvement of the Project Architect and engineers during this crucial phase to
align decisions made "in the field" with the design intent agreed upon during the earlier stages of
the project.
This phase requires continual oversight over the Contractor to stay on schedule and on budget while
producing a building with a high level of craftsmanship and precision . We make frequent site visits
in order to verify quality and track the progress of work. Our broad experience in Construction
Administration allows us to maintain firm control of a project throughout the process, resulting in a
greater design integrity while minimizing delays and change orders.
Construction administration services include but are not limited to:
o Review of RFI's
o Shop drawings and other submittals
o ASI creation as required
o Review of potential change orders
o Attendance at construction meetings
o Review and certify pay requests
o Final punch walk and corrections list
o Preparation of record drawings
SUBCONSULTANT MANAGEMENT
We have a team of well-qualified subconsultants, familiar with the City, who can provide specialized
services, including: Structural Engineering, Civil Engineering, Electrical Engineering, Mechanical &
Plumbing Engineering, and Landscape Architecture. We have worked collaboratively with our team
of subconsultants for over 20 years, on public projects of all sizes for municipalities throughout the
state of California. COAR will act as the primary point of contact for the City throughout the On-Call
services for all projects that arise, and will disseminate information to the rest of the subconsultant
team as appropriate. Working closely with our team of consultants, we will ensure collaboration
remains seamless and all drawing components are incorporated as outlined by the City and according
to our detailed company standards.
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8 Exhibit B -Hourly Rate Sheet
ooar
DESI G N GROUP
HOURLY RATE SCHEDULE
The following rates apply to work performed on an hourly basis
TITLE HOURLY RATE
Principal Architect
Senior Project Manager
Project Manager
QC Manager
Job Captain
Specification Writer
Construction Administrator
Drafter
Administration
Cost Estimator
Reimbursable Expenses will be charged at 1.1 times the direct cost.
These rates will remain in effect throughout the duration of this contract.
$270.00
$235.00
$210.00
$205.00
$165.00
$205.00
$200.00
$140.00
$98.00
$180.00
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Exhibit C
OAK #4862-8048-1163 (Rev 10-23)
EXHIBIT C
INSURANCE REQUIREMENTS for Consulting 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
a 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 a 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 a limit no less than $2,000,000 per occurrence or claim,
$2,000,000 aggregate.
If 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 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).
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Exhibit C
OAK #4862-8048-1163 (Rev 10-23)
Primary Coverage
For any claims related to this contract, 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 in 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
written 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 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
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; and
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, Consultant must
purchase “extended reporting” coverage for a minimum of five (5) years after completion
of contract work.
Verification of Coverage
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Exhibit C
OAK #4862-8048-1163 (Rev 10-23)
Consultant shall furnish the City with original Certificates of Insurance including all required
amendatory endorsements (or copies of the applicable policy language effecting coverage
required by this clause) and a copy of the Declarations and Endorsement Page of the CGL policy
listing all policy endorsements to City before work begins. However, failure to obtain the
required documents prior to the work beginning shall not waive 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.
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OAK #4862-8048-1163 (Rev 10-23)
CERTIFICATE OF CONSULTANT
I HEREBY CERTIFY that I am the __________________________________, and a
duly authorized representative of the firm of _____________________________________,
whose address is ______________________________________________________, and that
neither I nor the above firm I here represent has:
a) Employed or retained for a commission, percentage, brokerage, contingent
fee, or other consideration, any firm or person (other than a bona fide
employee working solely for me or the above consultant) to solicit to
secure this Agreement.
b) Agreed, as an express or implied condition for obtaining this contract, to
employ or retain the services of any firm or person in connection with
carrying out the Agreement; or
c) Paid, or agreed to pay, to any firm, organization or person (other than a
bona fide employee working solely for me or the above consultant) any
fee, contribution, donation, or consideration of any kind for, or in
connection with, procuring or carrying out the Agreement;
Except as here expressly stated (if any);
I acknowledge that this certificate is subject to applicable State and Federal laws, both
criminal and civil.
_________________ ___________________________________
Date Signature
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Docusign Envelope ID: 705A9670-7FB5-4E70-86F4-791B6BD34FC8
200 E Street, Santa Rosa, CA 95404
COAR Design Group
President
1/27/2026
OAK #4862-8048-1163 (Rev 10-23)
MASTER AGREEMENT FOR CONSULTANT SERVICES
This MASTER AGREEMENT FOR CONSULTANT SERVICES (“Agreement”) is
entered into as of the 10th day of February, 2026, by and between the City of Rohnert Park
(“City”), a California municipal corporation, and David J. Powers & Associates, Inc.
(“Consultant”), a California corporation, with reference to the following facts, understandings
and intentions.
Recitals
WHEREAS, City desires to obtain services designated in Exhibit A; and
WHEREAS, Consultant hereby warrants to City that Consultant is skilled and able to
provide such services described in Section 3 of this Agreement; and
WHEREAS, City desires to retain Consultant pursuant to this Agreement to provide the
services described in Section 3 of this Agreement, subject to the terms and conditions of this
Agreement
Agreement
NOW, THEREFORE, in consideration of their mutual covenants, the parties hereto agree
as follows:
1. Incorporation of Recitals. The recitals and all defined terms set forth above are
hereby incorporated into this Agreement as if set forth herein in full.
2. Project Coordination. Authorized representatives shall represent City and
Consultant in all matters pertaining to this Agreement.
A. City. The City Manager or his/her designee shall represent City for all
purposes under this Agreement, except where approval for the City is specifically required by the
City Council. The CIP Project Manager is hereby designated as the project manager (“Project
Manager”). The Project Manager shall supervise the progress and execution of this Agreement.
B. Consultant. Consultant shall assign Will Burns to have overall
responsibility for the progress and execution of this Agreement for Consultant.
3. Scope and Performance of Services
A. Scope of Services. Subject to such policy direction and approvals as City
may determine from time to time, Consultant shall perform the type of services generally set out
in the Scope of Work attached hereto as Exhibit A and incorporated herein by reference.
Consultant shall be assigned to provide particular services pursuant to the requirements of a task
order that has been issued in conformance with the City’s Purchasing Policy (“Task Order”)
executed by Consultant and City.
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B. Time of Performance. The services of Consultant are to commence upon
receipt of a written notice to proceed from City, but in no event prior to receiving a fully
executed agreement from City and obtaining and delivering the required insurance coverage, and
satisfactory evidence thereof, to City. Consultant shall perform its services in accordance with
the schedule attached to the Task Order. Any changes to these dates in either this Section 3 or
the Task Order shall be approved in writing by the Project Manager.
C. Standard of Quality. City relies upon the professional ability of
Consultant as a material inducement to entering into this Agreement. All work performed by
Consultant under this Agreement shall be performed (1) with due diligence, using its best efforts
to perform and coordinate all activities in a timely manner; (2) in accordance with all applicable
legal requirements; and (3) with the standard of quality ordinarily 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: (1) for services provided
directly under this Agreement be at the rate and schedules more particularly described in Exhibit
B, attached hereto and incorporated by this reference; or (2) for services authorized by Task
Orders, be at the rate and schedules specified by said Task Order. However, in no event shall the
amount City pays to Consultant for services provided directly under this Agreement exceed
fifteen thousand dollars ($15,000.00); nor shall the amount City pays to Consultant for work
done by Task Order exceed the total compensation specified by the Task Order. City’s
obligation to pay compensation to Consultant as provided herein is contingent upon Consultant’s
compliance with the terms and conditions of this Agreement and any amendments thereto.
Payment by City under this Agreement shall not be deemed a waiver of unsatisfactory work,
even if such defects were known to the City at the time of payment.
B. Timing of Payment. City shall pay Consultant as compensation in full for
such services and expenses for the different elements of the scope of work as follows:
(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.
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C. Changes in Compensation. Consultant will not undertake any work that
will incur costs in excess of the amount set forth in Section 4(A) of this Agreement without prior
written amendment to this Agreement. City shall have the right to amend the Scope of Work
within the Agreement by written notification to the Consultant. In such event, the compensation
and time of performance shall be subject to renegotiation upon written demand of either party to
the Agreement. Consultant shall not commence any work exceeding the Scope of Work without
prior written authorization from the City. Failure of the Consultant to secure City’s written
authorization for extra or changed work shall constitute a waiver of any and all right to
adjustment in the contract price or time due, whether by way of compensation, restitution,
quantum meruit, etc. for work done without the appropriate City authorization.
D. Taxes. Consultant shall pay all taxes, assessments and premiums under
the federal Social Security Act, any applicable unemployment insurance contributions, Workers
Compensation insurance premiums, sales taxes, use taxes, personal property taxes, or other taxes
or assessments now or hereafter in effect and payable by reason of or in connection with the
services to be performed by Consultant.
E. No Overtime or Premium Pay. Consultant shall receive no premium or
enhanced pay for work normally understood as overtime, i.e., hours that exceed forty (40) hours
per work week, or work performed during non-standard business hours, such as in the evenings
or on weekends. Consultant shall not receive a premium or enhanced pay for work performed on
a recognized holiday. Consultant shall not receive paid time off for days not worked, whether it
be in the form of sick leave, administrative leave, or for any other form of absence.
F. Litigation Support. Consultant agrees to testify at City’s request if
litigation is brought against City in connection with Consultant’s work product. Unless the
action is brought by Consultant or is based upon Consultant’s negligence, City will compensate
Consultant for the preparation and the testimony at Consultant’s standard hourly rates, if
requested by City and not part of the litigation brought by City against Consultant.
5. Term. The term of this Agreement shall commence on the date of its execution
by both parties and shall continue in full force and effect until December 31, 2029, unless earlier
terminated in accordance with this Agreement. Notwithstanding the foregoing, this Agreement
may be extended for successive one-year term(s) upon mutual, written approval by the City
Manager or his/her designee and Consultant. Work authorized by a separate Task Order as
contemplated by this Agreement shall be performed in accordance with the schedule set forth in
the Task Order.
6. Inspection. Consultant shall furnish City with every reasonable opportunity for
City to ascertain that the services of Consultant are being performed in accordance with the
requirements and intentions of this Agreement. All work done and all materials furnished, if
any, shall be subject to the Project Manager’s inspection and approval. The inspection of such
work shall not relieve Consultant of any of its obligations to fulfill the Agreement as prescribed.
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,
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OAK #4862-8048-1163 (Rev 10-23)
prepared or obtained by the Consultant under the Agreement shall be vested in City, none of
which shall be used in any manner whatsoever, by any person, firm, corporation, or agency
without the expressed written consent of the City. Consultant shall assume no responsibility for
the unintended use by others of such final work products which are not related to the scope of the
services described under this Agreement. Basic survey notes and sketches, charts, computations,
and other data prepared or obtained under the Agreement shall be made available, upon request,
to City without restriction or limitations on their use. Consultant may retain copies of the above-
described information but agrees not to disclose or discuss any information gathered, discussed
or generated in any way through this Agreement without the written permission of City during
the term of this Agreement, unless required by law.
8. Employment of Other Consultants, Specialists or Experts. Consultant will not
employ or otherwise incur an obligation to pay other consultants, specialists or experts for
services in connection with this Agreement without the prior written approval of the City.
9. Conflict of Interest Requirements.
A. Consultant covenants and represents that neither it, nor any officer or
principal of its firm, has, or shall acquire any investment, income, business entity, interest in real
property, or other interest, directly or indirectly, which would conflict in any manner with the
interests of City, hinder Consultant’s performance of services under this Agreement, or be
affected in any manner or degree by performance of Consultant’s services hereunder. Consultant
further covenants that in the performance of the Agreement, no person having any such interest
shall be employed by it as an officer, employee, agent, or subcontractor without the express
written consent of the City. Consultant agrees at all times to avoid conflicts of interest, or the
appearance of any conflicts of interest, with the interests of the City in the performance of the
Agreement.
B. Consultant is not a designated employee within the meaning of the
Political Reform Act because Consultant:
(1) will not have the power to make any governmental decision,
including whether to: approve any rates, rules, regulations, policies, standards, or guidelines of
the City or any of its subdivisions; adopt or enforce any laws; issue, deny, suspend, or revoke
any permit, license, application, certificate, order, or any similar authorization or entitlement;
authorize, modify, or renew any form of City contract; grant approval to any City contract
specifications on behalf of the City; or grant City approval for any plans, designs, reports, or
similar; and
(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” includes 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
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(3) will not perform the same duties for the City that would otherwise
be performed by a staff member required to report under the City’s conflict of interest code.
(2 Cal. Code Regs. § 18700.3.)
10. Liability of Members and Employees of City. No member of the City and no
other officer, elected official, employee or agent of the City shall be personally liable to
Consultant or otherwise in the event of any default or breach of the City, or for any amount
which may become due to Consultant or any successor in interest, or for any obligations directly
or indirectly incurred under the terms of this Agreement. To the maximum extent permitted by
law, the City shall have no liability or responsibility for any accident, loss, or damage to any
work performed under this Agreement whether prior to its completion or acceptance or
otherwise.
11. Indemnity.
A. Indemnification. To the fullest extent permitted by law, Consultant shall,
at its own expense, indemnify, protect, defend (by counsel reasonably satisfactory to the City)
and hold harmless City and any and all of its officers, officials, employees, agents and volunteers
(“Indemnified Parties”) from and against any and all liability (including liability for claims,
demands, damages, obligations, suits, actions, arbitration proceedings, administrative
proceedings, regulatory proceedings, losses, expenses or costs of any kind, whether actual,
alleged or threatened, including attorneys’ fees and costs, court costs, interest, defense costs and
expert witness fees) of any nature (“Liability”), whether actual, alleged or threatened, which
arise out of, pertain to, or relate to the performance or failure to comply with this Agreement,
regardless of any fault or alleged fault of the Indemnified Parties.
1. 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.
2. The only exception to Consultant’s responsibility to indemnify,
protect, defend, and hold harmless the Indemnified Parties from Liability is due to the active
negligence or willful misconduct of City or its elective or appointive boards, officers, agents and
employees.
B. Scope of Obligation. Consultant’s duty to indemnify, protect, defend and
hold harmless as set forth in this Section 11 shall include the duty to defend (by counsel
reasonably satisfactory to the City) as set forth in California Civil Code § 2778. This
indemnification obligation is not limited in any way by any limitation on the amount or type of
damages or compensation payable by or for Consultant under worker’s compensation, disability
or other employee benefit acts or the terms, applicability or limitations of any insurance held or
provided by Consultant and shall continue to bind the parties after termination/completion of this
agreement. This indemnification shall be regardless of, and not in any way limited by, the
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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.
C. Consultant’s duty to indemnify, protect, defend and hold harmless as set
forth in this Section 11 shall not be excused because of the Consultant’s inability to evaluate
Liability, or because the Consultant evaluates Liability and determines that the Consultant is not
or may not be liable. 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 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 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 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.
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C. Prevailing Wage. Consultant and Consultant’s subcontractors (if any)
shall, to the extent required by the California Labor Code, pay not less than the latest prevailing
wage rates to workers and professionals as determined by the Director of Industrial Relations of
the State of California pursuant to California Labor Code, Part 7, Chapter 1, Article 2. Copies of
the applicable wage determination are on file at the City’s office of the City Clerk.
D. Injury and Illness Prevention Program. Consultant certifies that it is aware
of and has complied with the provisions of California Labor Code § 6401.7, which requires
every employer to adopt a written injury and illness prevention program.
E. Business Licenses. Unless exempt by law, Consultant and all
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. Confidential Information. All data, documents, discussions or other information
developed or received by or for Consultant in performance of this Agreement are confidential
and not to be disclosed to any person except as authorized by City, or as required by law.
15. Assignment; Subcontractors; Employees
A. Assignment. Consultant shall not assign, delegate, transfer, or convey its
duties, responsibilities, or interests in this Agreement or any right, title, obligation, or interest in
or to the same or any part thereof without the City’s prior written consent, which shall be in the
City’s sole discretion. Any assignment without such approval shall be void and, at the City’s
option, shall immediately cause this Agreement to terminate.
B. Subcontractors; Employees. Consultant shall be responsible for
employing or engaging all persons necessary to perform Consultant’s services hereunder. No
subcontractor of Consultant shall be recognized by the City as such; rather, all subcontractors are
deemed to be employees of Consultant, and Consultant agrees to be responsible for their
performance. Consultant shall give its personal attention to the fulfillment of the provisions of
this Agreement by all of its employees and subcontractors, if any, and shall keep the work under
its control. If any employee or subcontractor of Consultant fails or refuses to carry out the
provisions of this Agreement or appears to be incompetent or to act in a disorderly or improper
manner, it shall be discharged immediately from the work under this Agreement on demand of
the Project Manager.
16. Insurance. Without limiting Consultant’s indemnification provided herein,
Consultant shall, at its own expense, procure and maintain insurance that complies with the
requirements set forth in Exhibit C to this Agreement, which is attached hereto and incorporated
by reference. Consultant shall upon thirty (30) days’ written notice comply with any changes in
the amounts and terms of insurance as may be required from time-to-time by City’s risk
manager.
17. Termination of Agreement; Default.
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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 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 Consultant’s breach of the Agreement.
C. In the event City terminates this Agreement without cause, Consultant
shall be entitled to any compensation owed to it up to the time of such termination, it being
understood that any payments are full compensation for services rendered prior to the time of
payment.
D. Upon termination of this Agreement with or without cause, Consultant
shall turn over to the City Manager immediately any and all copies of studies, sketches,
drawings, computations, and other data, whether or not completed, prepared by Consultant or its
subcontractors, if any, or given to Consultant or its subcontractors, if any, in connection with this
Agreement. Such materials shall become the permanent property of the City. Consultant,
however, shall not be liable for the City’s use of incomplete materials nor for the City’s use of
complete documents if used for other than the project contemplated by this Agreement.
18. Suspension. The City shall have the authority to suspend this Agreement and the
services contemplated herein, wholly or in part, for such period as it deems necessary due to
unfavorable conditions or to the failure on the part of the Consultant to perform any provision of
this Agreement. Consultant will be paid for satisfactory services performed prior to the date of
suspension. During the period of suspension, Consultant shall not receive any payment for
services or expenses incurred by Consultant by reason of such suspension.
19. Merger; Amendment. This Agreement constitutes the complete and exclusive
statement of the agreement between City and Consultant and shall supersede all prior
negotiations, representations, or agreements, either written or oral. This document may be
amended only by written instrument, signed by both the City and Consultant. All provisions of
this Agreement are expressly made conditions.
20. Interpretation. This Agreement shall be interpreted as though it was a product of
a joint drafting effort, and no provisions shall be interpreted against a party on the ground that
said party was solely or primarily responsible for drafting the language to be interpreted.
21. Litigation 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
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court will not be bound by any court fee schedule, but shall, if it is in the interest of justice to do
so, award the full amount of costs, expenses, and attorneys’ fees paid or incurred in good faith.
22. Time Is of the Essence. Time is of the essence in this Agreement. Upon receipt
of a written notice from City to proceed with work required by a Task Order, Consultant shall
immediately commence work to perform the services required by that Task Order according to
the time requirements set in the Task Order.
23. Written Notification. Any notice, demand, request, consent, approval or
communication that either party desires or is required to give to the other party shall be in
writing and either served personally or sent by prepaid, first-class mail. Any such notice,
demand, etc. shall be addressed to the other party at the address set forth below. Either party
may change its address by notifying the other party in writing 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.
If to City: City Clerk
City of Rohnert Park - City Hall
130 Avram Avenue
Rohnert Park, CA 94928
If to Consultant: David J. Powers & Associates, Inc.
Attn: Will Burns
1871 The Alameda, Suite 200
San José, CA 95126
24. Consultant’s Books and Records.
A. Consultant shall maintain any and all ledgers, books of account, invoices,
vouchers, canceled checks, and other records or documents evidencing or relating to charges for
services, or expenditures and disbursements charged to City and all documents and records
which demonstrate performance under this Agreement for a minimum period of three (3) years,
or for any longer period required by law, from the date of termination or completion of this
Agreement.
B. Any records or documents required to be maintained pursuant to this
Agreement shall be made available for inspection or audit, at any time during regular business
hours, upon written request by the City Attorney, City Auditor, City Manager, or a designated
representative of any of these officers. Copies of such documents shall be provided to City for
inspection when it is practical to do so. Otherwise, unless an alternative is mutually agreed
upon, the records shall be available at Consultant’s address indicated for receipt of notices in this
Agreement.
C. The City may, by written request by any of the above-named officers,
require that custody of the records be given to the City and that the records and documents be
maintained in the City Manager's office.
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25. Agreement Is Binding. The terms, covenants, and conditions of this Agreement
shall apply to, and shall bind, the heirs, successors, executors, administrators, assigns, and
subcontractors of both parties.
26. Equal Employment Opportunity. Consultant is an equal opportunity employer
and agrees to comply with all applicable state and federal regulations governing equal
employment opportunity. Consultant will not discriminate against any employee or applicant for
employment because of race, religion, age, sex, creed, color, sexual orientation, marital status or
national origin. Consultant will take affirmative action to ensure that applicants are treated
during such employment without regard to race, religion, age, sex, creed, color, sexual
orientation, marital status, or national origin. Such action shall include, but shall not be limited
to, the following: employment, upgrading, demotion, or transfer; recruitment or recruitment
advertising; lay-offs or termination; rates of pay or other forms of compensation; and selection
for training, including apprenticeship. Consultant further agrees to post in conspicuous places,
available to employees and applicants for employment, notices setting forth the provisions of this
nondiscrimination clause.
27. Non-Exclusive Agreement. This is a non-exclusive agreement. City reserves the
right to provide, and to retain other consultants to provide, services that are the same or similar to
the services described in this Agreement.
28. City Not Obligated to Third Parties. The City shall not be obligated or liable for
payment hereunder to any party other than Consultant.
29. Remedies/Waiver. No failure on the part of either party to exercise any term,
covenant, condition, right or remedy hereunder shall operate as a waiver of any other term,
covenant, condition, right or remedy that such party may have hereunder. All remedies
permitted or available under this Agreement, or at law or in equity, are cumulative and
alternative. As a condition precedent to commencing legal action involving a claim or dispute
against the City arising from this Agreement, 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.
30. Severability. If any one or more of the provisions contained herein shall for any
reason be held to be invalid, illegal or unenforceable in any respect, then such provision or
provisions shall be deemed severable from the remaining provisions hereof, and such invalidity,
illegality, or unenforceability shall not affect any other provision hereof, and this Agreement
shall be construed as if such invalid, illegal, or unenforceable provision had not been contained
herein.
31. Exhibits. The following exhibits are attached to this Agreement and incorporated
herein by this reference:
A. Exhibit A: Scope of Work and Schedule of Performance
B. Exhibit B: Compensation
C. Exhibit C: Insurance Requirements
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32. Execution. This Agreement may be executed in several counterparts, each of
which shall constitute one and the same instrument and shall become binding upon the parties
when at least one copy hereof shall have been signed by both parties hereto. In approving this
Agreement, it shall not be necessary to produce or account for more than one such counterpart.
The parties hereby expressly agree to the use of electronic signatures, which shall be deemed to
have the same effect as an original signature.
33.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.
34.Applicable Law; Venue. This Agreement shall be construed and interpreted
according to California law. In the event that suit shall be brought by either party hereunder, the
parties agree that a trial of such action shall be held exclusively in a state court in the County of
Sonoma, California.
35. Authority. Each individual executing this Agreement on behalf of one of the
parties represents that he or she is duly authorized to sign and deliver the Agreement on behalf of
such party and that this Agreement is binding on such party in accordance with its terms.
IN WITNESS WHEREOF, City and Consultant have executed this Agreement as of the date first
above written.
CITY OF ROHNERT PARK DAVID J. POWERS & ASSOCIATES, INC.
By: __________________________________
Marcela Piedra, City Manager (Date)
By:
Akoni Danielsen, President (Date)
Per Resolution No. 2026-______adopted by the Rohnert
Park City Council at its meeting of February 10, 2026.
By: _________________________________
Tracy Rankin, Interim Risk Manager (Date)
By: _________________________________
Betsy Howze, Finance Director (Date)
DAVID J. POWERS & ASSOCIATES, INC.
By:
Mike Lisenbee, Secretary (Date)
APPROVED AS TO FORM:
By: __________________________________
City Attorney
ATTEST:
By: __________________________________
City Clerk
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David J. Powers & Associates, Inc. Quality Environmental Review Makes a Difference
2 Exhibit A: Scope of Services
2.1 DJP&A Scope of Services
Our goal for providing on-call services is to help City staff successfully navigate the environmental
review process. We will do this by providing services to:
•Complete existing conditions and constraints reports
•Review and determine the necessary and appropriate review for projects under CEQA
and/or NEPA
•Coordinate effectively with responsible and trustee agencies and stakeholders
•Develop innovative approaches and techniques to projects and challenges, such as early
coordination and scoping with stakeholders, mitigating by design at the onset, and
formulation of adaptive, flexible mitigation measures
•Implement best practices for CEQA and NEPA compliance (including technical peer reviews
and, for example in regard to AB 52 compliance, contacting the Native American Heritage
Commission on behalf of the City to request a Sacred Lands File Search and Native American
contact list and preparing formal tribal notification letters)
•Prepare defensible environmental review documents (including any technical reports
and/or technical peer reviews)
•Provide other environmental consulting services, such as identifying regulatory agency
permits required for a project and engaging necessary technical subconsultants to assist
with the preparation/submittal of required applications to obtain approvals/permits from
regulatory agencies
•Attend and participate at public hearings
•Provide mitigation compliance
2.1.1 DJP&A Description of Major Components of Services, Work Products, and
Timeframe for Completion
For each project under the on-call contract, we will prepare a scope of work (including any required
technical studies), schedule, and cost estimate. The major components of services include, but are
not limited to:
1.Scoping the project
a.Reviewing the proposed project and project site and area
b.Coordinating with the City on the project details (including issues of concern) and
appropriate scope of work
c.Submitting a scope of work for the City to review
2.Completing the necessary work
a.Submitting administrative draft of the work product(s) (such as existing conditions/
constraints analyses and CEQA documents (including associated technical reports,
mitigation monitoring and reporting programs, and notices) for City review
b.Revising the administrative draft to address the City’s comments
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c.Finalizing the environmental documents
d.Attending any public meetings and/or hearings to support City Staff
e.Filing necessary notices (e.g., Notice of Exemption, Notice of Intent, Notice of
Preparation, Notice of Completion, and Notice of Determination, etc.)
f.Assisting the City with mitigation compliance (as appropriate)
The work products (or “deliverables”) for each project and environmental document would vary
depending on the scope of services required/sought by the City for the project. DJP&A prepares a
variety of environmental documents and the list of associated deliverables below is not exhaustive
and represents those commonly prepared. For each project, DJP&A will provide general project
management of the environmental review process. The estimated timeframe for completion is
dependent on the complexity of the project and work required.
Typical Work Documents, Timeframe for Completion, and Deliverables
Document Type Timeframe For
Completion Deliverables
CEQA Documents
Categorical Exemption or
Statutory Exemption
(e.g., AB 130)
2 to 6 months •Project description
•Technical Studies (as needed)
•Administrative Draft(s) and final version of the
Qualification Memorandum and Notice of
Exemption (NOE)
•County/State Clearinghouse (SCH) filing forms
Initial Study/Mitigated
Negative Declaration
(IS/MND)
6 to 12 months •Project description
•Technical studies (as needed)
•Administrative draft(s) and final version of:
o IS/MND
o Notice of Intent (NOI)
o Mitigation Monitoring and Reporting
Program (MMRP)
o Notice of Determination (NOD)
o County/SCH filing forms
•Attendance at public hearings
Environmental Impact
Report (EIR)
12 to 15 months •Project Description
•Technical Studies (as needed)
•Administrative Draft(s) and final versions of:
o EIR
o Notice of Availability (NOA)
o Notice of Completion (NOC)
o MMRP
o NOD
o County/SCH filing forms
•Attendance at public hearings
NEPA Documents
Categorical Exclusion 6 months •Project description
•Technical Studies (as needed)
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David J. Powers & Associates, Inc. Quality Environmental Review Makes a Difference
Typical Work Documents, Timeframe for Completion, and Deliverables
Document Type Timeframe For
Completion Deliverables
•Administrative Draft(s) and final version of the
Qualification Memorandum/CENST/CEST and
associated documents such as the Notice of
FONSI, NOI/RROF and environmental review
record
Environmental
Assessment (EA)
6 to 12 months •Technical Studies (as needed)
•Administrative Draft(s) and final versions of
the EA and other associated documents such
as the Notice of FONSI, NOI/RROF and
environmental review record
Environmental Impact
Statement (EIS)
12 to 15 months •Project description
•Technical Studies
•Administrative Draft(s) and final versions of
the EIS and other associated documents
2.2 Subconsultant Scope of Services
The consultants can provide a variety of services as outlined in their firm profiles. Their services are
summarized below.
Firm Service
A/HC •Archaeological and architectural history studies
•Archaeological testing
•Archaeological monitoring
•Public interpretation
•Peer reviews
•Design and implementation of mitigation plans for historic buildings and
archaeological sites
•Consultation under the AB52, SB18, and NHPA Section 106 processes
Baseline •Phase I/II Environmental Site Assessments (ESAs) to evaluate soil and
groundwater quality and determine future management and/or remediation
option
•Peer reviews
I&R •Air quality studies
•Greenhouse gas emissions quantification
•Noise assessments
Schaaf & Wheeler •Hydrology and hydraulic studies
•Design services for stormwater and sanitary sewer pump stations
•Potable water hydraulic modeling
WRA •Arborist services
•Biological Assessments
•Permitting
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David J. Powers & Associates, Inc. Quality Environmental Review Makes a Difference
3 Exhibit B: Hourly Rates
3.1 DJP&A Hourly Rates
DJP&A will provide detailed cost estimates for each project requested through the on-call
agreement with the City. The estimated costs will be based on the hourly rates for DJP&A and our
subconsultants, which are provided below.
DJP&A provides regular, clear, and accurate monthly invoices on projects in accordance with normal
company billing procedures. All bills will identify the services performed, hours worked, hourly
rates, and reimbursable expenses. Reimbursable expenses typically include mileage, printing, and
mailing costs. If a special invoice or accounting process is requested, the service can be provided on
a time and materials basis. Any fees charged to DJP&A for Client’s third-party services related to
invoicing, insurance certificate maintenance, or other administrative functions will be billed as a
reimbursable expense. DJP&A’s preferred method of payment is direct deposit payments (ACH
credits) to our corporate checking account. Payment by check is also acceptable.
DJP&A Billing Rates
Title Hourly Rate
Senior Principal $350.00
Principal Project Manager $322.00
Senior Environmental Specialist $274.00
Senior Project Manager $251.00
Environmental Specialist $235.00
Project Manager $224.00
Associate Project Manager $197.00
Assistant Project Manager $165.00
Researcher $142.00
Graphic Artist $132.00
Materials, outside services and subconsultants include our standard 15% administration fee. Mileage will be charged per the
current IRS standard mileage rate at the time costs occur. Subject to revision January 1st. Charge rates subject to annual 3%
escalation.
The billing rates for our technical subconsultants are provided on the following pages.
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Exhibit C
OAK #4862-8048-1163 (Rev 10-23)
EXHIBIT C
INSURANCE REQUIREMENTS for Consulting 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
a 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 a 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 a limit no less than $2,000,000 per occurrence or claim,
$2,000,000 aggregate.
If 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 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).
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Exhibit C
OAK #4862-8048-1163 (Rev 10-23)
Primary Coverage
For any claims related to this contract, 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 in 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
written 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 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
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; and
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, Consultant must
purchase “extended reporting” coverage for a minimum of five (5) years after completion
of contract work.
Verification of Coverage
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Exhibit C
OAK #4862-8048-1163 (Rev 10-23)
Consultant shall furnish the City with original Certificates of Insurance including all required
amendatory endorsements (or copies of the applicable policy language effecting coverage
required by this clause) and a copy of the Declarations and Endorsement Page of the CGL policy
listing all policy endorsements to City before work begins. However, failure to obtain the
required documents prior to the work beginning shall not waive 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.
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CERTIFICATE OF CONSULTANT
I HEREBY CERTIFY that I am the __________________________________, and a
duly authorized representative of the firm of _____________________________________,
whose address is ______________________________________________________, and that
neither I nor the above firm I here represent has:
a)Employed or retained for a commission, percentage, brokerage, contingent
fee, or other consideration, any firm or person (other than a bona fide
employee working solely for me or the above consultant) to solicit to
secure this Agreement.
b)Agreed, as an express or implied condition for obtaining this contract, to
employ or retain the services of any firm or person in connection with
carrying out the Agreement; or
c)Paid, or agreed to pay, to any firm, organization or person (other than a
bona fide employee working solely for me or the above consultant) any
fee, contribution, donation, or consideration of any kind for, or in
connection with, procuring or carrying out the Agreement;
Except as here expressly stated (if any);
I acknowledge that this certificate is subject to applicable State and Federal laws, both
criminal and civil.
_________________ ___________________________________
Date Signature
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David J. Powers & Associates, Inc.
President
1871 The Alameda Suite 200, San Jose CA 95126
OAK #4862-8048-1163 (Rev 10-23)
MASTER AGREEMENT FOR CONSULTANT SERVICES
This MASTER AGREEMENT FOR CONSULTANT SERVICES (“Agreement”) is
entered into as of the 10th day of February, 2026, by and between the City of Rohnert Park
(“City”), a California municipal corporation, and David L. Gates & Associates, Inc. DBA Gates
Studio (“Consultant”), a California corporation, with reference to the following facts,
understandings and intentions.
Recitals
WHEREAS, City desires to obtain services designated in Exhibit A; and
WHEREAS, Consultant hereby warrants to City that Consultant is skilled and able to
provide such services described in Section 3 of this Agreement; and
WHEREAS, City desires to retain Consultant pursuant to this Agreement to provide the
services described in Section 3 of this Agreement, subject to the terms and conditions of this
Agreement
Agreement
NOW, THEREFORE, in consideration of their mutual covenants, the parties hereto agree
as follows:
1. Incorporation of Recitals. The recitals and all defined terms set forth above are
hereby incorporated into this Agreement as if set forth herein in full.
2. Project Coordination. Authorized representatives shall represent City and
Consultant in all matters pertaining to this Agreement.
A. City. The City Manager or his/her designee shall represent City for all
purposes under this Agreement, except where approval for the City is specifically required by the
City Council. The CIP Program Manager is hereby designated as the project manager (“Project
Manager”). The Project Manager shall supervise the progress and execution of this Agreement.
B. Consultant. Consultant shall assign Casey Case to have overall
responsibility for the progress and execution of this Agreement for Consultant.
3. Scope and Performance of Services
A. Scope of Services. Subject to such policy direction and approvals as City
may determine from time to time, Consultant shall perform the type of services generally set out
in the Scope of Work attached hereto as Exhibit A and incorporated herein by reference.
Consultant shall be assigned to provide particular services pursuant to the requirements of a task
order that has been issued in conformance with the City’s Purchasing Policy (“Task Order”)
executed by Consultant and City.
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B. Time of Performance. The services of Consultant are to commence upon
receipt of a written notice to proceed from City, but in no event prior to receiving a fully
executed agreement from City and obtaining and delivering the required insurance coverage, and
satisfactory evidence thereof, to City. Consultant shall perform its services in accordance with
the schedule attached to the Task Order. Any changes to these dates in either this Section 3 or
the Task Order shall be approved in writing by the Project Manager.
C. Standard of Quality. City relies upon the professional ability of
Consultant as a material inducement to entering into this Agreement. All work performed by
Consultant under this Agreement shall be performed (1) with due diligence, using its best efforts
to perform and coordinate all activities in a timely manner; (2) in accordance with all applicable
legal requirements; and (3) with the standard of quality ordinarily 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: (1) for services provided
directly under this Agreement be at the rate and schedules more particularly described in Exhibit
B, attached hereto and incorporated by this reference; or (2) for services authorized by Task
Orders, be at the rate and schedules specified by said Task Order. However, in no event shall the
amount City pays to Consultant for services provided directly under this Agreement exceed
fifteen thousand dollars ($15,000.00); nor shall the amount City pays to Consultant for work
done by Task Order exceed the total compensation specified by the Task Order. City’s
obligation to pay compensation to Consultant as provided herein is contingent upon Consultant’s
compliance with the terms and conditions of this Agreement and any amendments thereto.
Payment by City under this Agreement shall not be deemed a waiver of unsatisfactory work,
even if such defects were known to the City at the time of payment.
B. Timing of Payment. City shall pay Consultant as compensation in full for
such services and expenses for the different elements of the scope of work as follows:
(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.
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C. Changes in Compensation. Consultant will not undertake any work that
will incur costs in excess of the amount set forth in Section 4(A) of this Agreement without prior
written amendment to this Agreement. City shall have the right to amend the Scope of Work
within the Agreement by written notification to the Consultant. In such event, the compensation
and time of performance shall be subject to renegotiation upon written demand of either party to
the Agreement. Consultant shall not commence any work exceeding the Scope of Work without
prior written authorization from the City. Failure of the Consultant to secure City’s written
authorization for extra or changed work shall constitute a waiver of any and all right to
adjustment in the contract price or time due, whether by way of compensation, restitution,
quantum meruit, etc. for work done without the appropriate City authorization.
D. Taxes. Consultant shall pay all taxes, assessments and premiums under
the federal Social Security Act, any applicable unemployment insurance contributions, Workers
Compensation insurance premiums, sales taxes, use taxes, personal property taxes, or other taxes
or assessments now or hereafter in effect and payable by reason of or in connection with the
services to be performed by Consultant.
E. No Overtime or Premium Pay. Consultant shall receive no premium or
enhanced pay for work normally understood as overtime, i.e., hours that exceed forty (40) hours
per work week, or work performed during non-standard business hours, such as in the evenings
or on weekends. Consultant shall not receive a premium or enhanced pay for work performed on
a recognized holiday. Consultant shall not receive paid time off for days not worked, whether it
be in the form of sick leave, administrative leave, or for any other form of absence.
F. Litigation Support. Consultant agrees to testify at City’s request if
litigation is brought against City in connection with Consultant’s work product. Unless the
action is brought by Consultant or is based upon Consultant’s negligence, City will compensate
Consultant for the preparation and the testimony at Consultant’s standard hourly rates, if
requested by City and not part of the litigation brought by City against Consultant.
5. Term. The term of this Agreement shall commence on the date of its execution
by both parties and shall continue in full force and effect until December 31, 2029, unless earlier
terminated in accordance with this Agreement. Notwithstanding the foregoing, this Agreement
may be extended for successive one-year term(s) upon mutual, written approval by the City
Manager or his/her designee and Consultant. Work authorized by a separate Task Order as
contemplated by this Agreement shall be performed in accordance with the schedule set forth in
the Task Order.
6. Inspection. Consultant shall furnish City with every reasonable opportunity for
City to ascertain that the services of Consultant are being performed in accordance with the
requirements and intentions of this Agreement. All work done and all materials furnished, if
any, shall be subject to the Project Manager’s inspection and approval. The inspection of such
work shall not relieve Consultant of any of its obligations to fulfill the Agreement as prescribed.
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,
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prepared or obtained by the Consultant under the Agreement shall be vested in City, none of
which shall be used in any manner whatsoever, by any person, firm, corporation, or agency
without the expressed written consent of the City. Consultant shall assume no responsibility for
the unintended use by others of such final work products which are not related to the scope of the
services described under this Agreement. Basic survey notes and sketches, charts, computations,
and other data prepared or obtained under the Agreement shall be made available, upon request,
to City without restriction or limitations on their use. Consultant may retain copies of the above-
described information but agrees not to disclose or discuss any information gathered, discussed
or generated in any way through this Agreement without the written permission of City during
the term of this Agreement, unless required by law.
8. Employment of Other Consultants, Specialists or Experts. Consultant will not
employ or otherwise incur an obligation to pay other consultants, specialists or experts for
services in connection with this Agreement without the prior written approval of the City.
9. Conflict of Interest Requirements.
A. Consultant covenants and represents that neither it, nor any officer or
principal of its firm, has, or shall acquire any investment, income, business entity, interest in real
property, or other interest, directly or indirectly, which would conflict in any manner with the
interests of City, hinder Consultant’s performance of services under this Agreement, or be
affected in any manner or degree by performance of Consultant’s services hereunder. Consultant
further covenants that in the performance of the Agreement, no person having any such interest
shall be employed by it as an officer, employee, agent, or subcontractor without the express
written consent of the City. Consultant agrees at all times to avoid conflicts of interest, or the
appearance of any conflicts of interest, with the interests of the City in the performance of the
Agreement.
B. Consultant is not a designated employee within the meaning of the
Political Reform Act because Consultant:
(1) will not have the power to make any governmental decision,
including whether to: approve any rates, rules, regulations, policies, standards, or guidelines of
the City or any of its subdivisions; adopt or enforce any laws; issue, deny, suspend, or revoke
any permit, license, application, certificate, order, or any similar authorization or entitlement;
authorize, modify, or renew any form of City contract; grant approval to any City contract
specifications on behalf of the City; or grant City approval for any plans, designs, reports, or
similar; and
(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” includes 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
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(3) will not perform the same duties for the City that would otherwise
be performed by a staff member required to report under the City’s conflict of interest code.
(2 Cal. Code Regs. § 18700.3.)
10. Liability of Members and Employees of City. No member of the City and no
other officer, elected official, employee or agent of the City shall be personally liable to
Consultant or otherwise in the event of any default or breach of the City, or for any amount
which may become due to Consultant or any successor in interest, or for any obligations directly
or indirectly incurred under the terms of this Agreement. To the maximum extent permitted by
law, the City shall have no liability or responsibility for any accident, loss, or damage to any
work performed under this Agreement whether prior to its completion or acceptance or
otherwise.
11. Indemnity.
A. Indemnification. To the fullest extent permitted by law, Consultant shall,
at its own expense, indemnify, protect, defend (by counsel reasonably satisfactory to the City)
and hold harmless City and any and all of its officers, officials, employees, agents and volunteers
(“Indemnified Parties”) from and against any and all liability (including liability for claims,
demands, damages, obligations, suits, actions, arbitration proceedings, administrative
proceedings, regulatory proceedings, losses, expenses or costs of any kind, whether actual,
alleged or threatened, including attorneys’ fees and costs, court costs, interest, defense costs and
expert witness fees) of any nature (“Liability”), whether actual, alleged or threatened, which
arise out of, pertain to, or relate to the performance or failure to comply with this Agreement,
regardless of any fault or alleged fault of the Indemnified Parties.
1. 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.
2. The only exception to Consultant’s responsibility to indemnify,
protect, defend, and hold harmless the Indemnified Parties from Liability is due to the active
negligence or willful misconduct of City or its elective or appointive boards, officers, agents and
employees.
B. Scope of Obligation. Consultant’s duty to indemnify, protect, defend and
hold harmless as set forth in this Section 11 shall include the duty to defend (by counsel
reasonably satisfactory to the City) as set forth in California Civil Code § 2778. This
indemnification obligation is not limited in any way by any limitation on the amount or type of
damages or compensation payable by or for Consultant under worker’s compensation, disability
or other employee benefit acts or the terms, applicability or limitations of any insurance held or
provided by Consultant and shall continue to bind the parties after termination/completion of this
agreement. This indemnification shall be regardless of, and not in any way limited by, the
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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.
C. Consultant’s duty to indemnify, protect, defend and hold harmless as set
forth in this Section 11 shall not be excused because of the Consultant’s inability to evaluate
Liability, or because the Consultant evaluates Liability and determines that the Consultant is not
or may not be liable. 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 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 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 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.
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C. Prevailing Wage. Consultant and Consultant’s subcontractors (if any)
shall, to the extent required by the California Labor Code, pay not less than the latest prevailing
wage rates to workers and professionals as determined by the Director of Industrial Relations of
the State of California pursuant to California Labor Code, Part 7, Chapter 1, Article 2. Copies of
the applicable wage determination are on file at the City’s office of the City Clerk.
D. Injury and Illness Prevention Program. Consultant certifies that it is aware
of and has complied with the provisions of California Labor Code § 6401.7, which requires
every employer to adopt a written injury and illness prevention program.
E. Business Licenses. Unless exempt by law, Consultant and all
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. Confidential Information. All data, documents, discussions or other information
developed or received by or for Consultant in performance of this Agreement are confidential
and not to be disclosed to any person except as authorized by City, or as required by law.
15. Assignment; Subcontractors; Employees
A. Assignment. Consultant shall not assign, delegate, transfer, or convey its
duties, responsibilities, or interests in this Agreement or any right, title, obligation, or interest in
or to the same or any part thereof without the City’s prior written consent, which shall be in the
City’s sole discretion. Any assignment without such approval shall be void and, at the City’s
option, shall immediately cause this Agreement to terminate.
B. Subcontractors; Employees. Consultant shall be responsible for
employing or engaging all persons necessary to perform Consultant’s services hereunder. No
subcontractor of Consultant shall be recognized by the City as such; rather, all subcontractors are
deemed to be employees of Consultant, and Consultant agrees to be responsible for their
performance. Consultant shall give its personal attention to the fulfillment of the provisions of
this Agreement by all of its employees and subcontractors, if any, and shall keep the work under
its control. If any employee or subcontractor of Consultant fails or refuses to carry out the
provisions of this Agreement or appears to be incompetent or to act in a disorderly or improper
manner, it shall be discharged immediately from the work under this Agreement on demand of
the Project Manager.
16. Insurance. Without limiting Consultant’s indemnification provided herein,
Consultant shall, at its own expense, procure and maintain insurance that complies with the
requirements set forth in Exhibit C to this Agreement, which is attached hereto and incorporated
by reference. Consultant shall upon thirty (30) days’ written notice comply with any changes in
the amounts and terms of insurance as may be required from time-to-time by City’s risk
manager.
17. Termination of Agreement; Default.
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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 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 Consultant’s breach of the Agreement.
C. In the event City terminates this Agreement without cause, Consultant
shall be entitled to any compensation owed to it up to the time of such termination, it being
understood that any payments are full compensation for services rendered prior to the time of
payment.
D. Upon termination of this Agreement with or without cause, Consultant
shall turn over to the City Manager immediately any and all copies of studies, sketches,
drawings, computations, and other data, whether or not completed, prepared by Consultant or its
subcontractors, if any, or given to Consultant or its subcontractors, if any, in connection with this
Agreement. Such materials shall become the permanent property of the City. Consultant,
however, shall not be liable for the City’s use of incomplete materials nor for the City’s use of
complete documents if used for other than the project contemplated by this Agreement.
18. Suspension. The City shall have the authority to suspend this Agreement and the
services contemplated herein, wholly or in part, for such period as it deems necessary due to
unfavorable conditions or to the failure on the part of the Consultant to perform any provision of
this Agreement. Consultant will be paid for satisfactory services performed prior to the date of
suspension. During the period of suspension, Consultant shall not receive any payment for
services or expenses incurred by Consultant by reason of such suspension.
19. Merger; Amendment. This Agreement constitutes the complete and exclusive
statement of the agreement between City and Consultant and shall supersede all prior
negotiations, representations, or agreements, either written or oral. This document may be
amended only by written instrument, signed by both the City and Consultant. All provisions of
this Agreement are expressly made conditions.
20. Interpretation. This Agreement shall be interpreted as though it was a product of
a joint drafting effort, and no provisions shall be interpreted against a party on the ground that
said party was solely or primarily responsible for drafting the language to be interpreted.
21. Litigation 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
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court will not be bound by any court fee schedule, but shall, if it is in the interest of justice to do
so, award the full amount of costs, expenses, and attorneys’ fees paid or incurred in good faith.
22. Time Is of the Essence. Time is of the essence in this Agreement. Upon receipt
of a written notice from City to proceed with work required by a Task Order, Consultant shall
immediately commence work to perform the services required by that Task Order according to
the time requirements set in the Task Order.
23. Written Notification. Any notice, demand, request, consent, approval or
communication that either party desires or is required to give to the other party shall be in
writing and either served personally or sent by prepaid, first-class mail. Any such notice,
demand, etc. shall be addressed to the other party at the address set forth below. Either party
may change its address by notifying the other party in writing 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.
If to City: City Clerk
City of Rohnert Park - City Hall
130 Avram Avenue
Rohnert Park, CA 94928
If to Consultant: David L. Gates & Associates, Inc. DBA Gates Studio
Attn: Casey Case
1655 North Main Street, Suite 365
Walnut Creek, CA 94596
24. Consultant’s Books and Records.
A. Consultant shall maintain any and all ledgers, books of account, invoices,
vouchers, canceled checks, and other records or documents evidencing or relating to charges for
services, or expenditures and disbursements charged to City and all documents and records
which demonstrate performance under this Agreement for a minimum period of three (3) years,
or for any longer period required by law, from the date of termination or completion of this
Agreement.
B. Any records or documents required to be maintained pursuant to this
Agreement shall be made available for inspection or audit, at any time during regular business
hours, upon written request by the City Attorney, City Auditor, City Manager, or a designated
representative of any of these officers. Copies of such documents shall be provided to City for
inspection when it is practical to do so. Otherwise, unless an alternative is mutually agreed
upon, the records shall be available at Consultant’s address indicated for receipt of notices in this
Agreement.
C. The City may, by written request by any of the above-named officers,
require that custody of the records be given to the City and that the records and documents be
maintained in the City Manager's office.
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25. Agreement Is Binding. The terms, covenants, and conditions of this Agreement
shall apply to, and shall bind, the heirs, successors, executors, administrators, assigns, and
subcontractors of both parties.
26. Equal Employment Opportunity. Consultant is an equal opportunity employer
and agrees to comply with all applicable state and federal regulations governing equal
employment opportunity. Consultant will not discriminate against any employee or applicant for
employment because of race, religion, age, sex, creed, color, sexual orientation, marital status or
national origin. Consultant will take affirmative action to ensure that applicants are treated
during such employment without regard to race, religion, age, sex, creed, color, sexual
orientation, marital status, or national origin. Such action shall include, but shall not be limited
to, the following: employment, upgrading, demotion, or transfer; recruitment or recruitment
advertising; lay-offs or termination; rates of pay or other forms of compensation; and selection
for training, including apprenticeship. Consultant further agrees to post in conspicuous places,
available to employees and applicants for employment, notices setting forth the provisions of this
nondiscrimination clause.
27. Non-Exclusive Agreement. This is a non-exclusive agreement. City reserves the
right to provide, and to retain other consultants to provide, services that are the same or similar to
the services described in this Agreement.
28. City Not Obligated to Third Parties. The City shall not be obligated or liable for
payment hereunder to any party other than Consultant.
29. Remedies/Waiver. No failure on the part of either party to exercise any term,
covenant, condition, right or remedy hereunder shall operate as a waiver of any other term,
covenant, condition, right or remedy that such party may have hereunder. All remedies
permitted or available under this Agreement, or at law or in equity, are cumulative and
alternative. As a condition precedent to commencing legal action involving a claim or dispute
against the City arising from this Agreement, 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.
30. Severability. If any one or more of the provisions contained herein shall for any
reason be held to be invalid, illegal or unenforceable in any respect, then such provision or
provisions shall be deemed severable from the remaining provisions hereof, and such invalidity,
illegality, or unenforceability shall not affect any other provision hereof, and this Agreement
shall be construed as if such invalid, illegal, or unenforceable provision had not been contained
herein.
31. Exhibits. The following exhibits are attached to this Agreement and incorporated
herein by this reference:
A. Exhibit A: Scope of Work and Schedule of Performance
B. Exhibit B: Compensation
C. Exhibit C: Insurance Requirements
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32. Execution. This Agreement may be executed in several counterparts, each of
which shall constitute one and the same instrument and shall become binding upon the parties
when at least one copy hereof shall have been signed by both parties hereto. In approving this
Agreement, it shall not be necessary to produce or account for more than one such counterpart.
The parties hereby expressly agree to the use of electronic signatures, which shall be deemed to
have the same effect as an original signature.
33.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.
34.Applicable Law; Venue. This Agreement shall be construed and interpreted
according to California law. In the event that suit shall be brought by either party hereunder, the
parties agree that a trial of such action shall be held exclusively in a state court in the County of
Sonoma, California.
35. Authority. Each individual executing this Agreement on behalf of one of the
parties represents that he or she is duly authorized to sign and deliver the Agreement on behalf of
such party and that this Agreement is binding on such party in accordance with its terms.
IN WITNESS WHEREOF, City and Consultant have executed this Agreement as of the date first
above written.
CITY OF ROHNERT PARK DAVID L. GATES & ASSOCIATES, INC.
DBA GATES STUDIO
By: __________________________________
Marcela Piedra, City Manager (Date)
By:
Casey Case, President (Date)
Per Resolution No. 2026-______adopted by the Rohnert
Park City Council at its meeting of February 10, 2026.
By: _________________________________
Tracy Rankin, Interim Risk Manager (Date)
By: _________________________________
Betsy Howze, Finance Director (Date)
DAVID L. GATES & ASSOCIATES, INC.
DBA GATES STUDIO
By:
Megan Tapia, Accounting Manager (Date)
APPROVED AS TO FORM:
By: __________________________________
Michelle Marchetta Kenyon, City Attorney
ATTEST:
By: __________________________________
Sylvia Lopez Cuevas, City Clerk
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2/3/2026
2/3/2026
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GATES STUDIOCITY OF ROHNERT PARK | ON-CALL LANDSCAPE ARCHITECTURAL & PUBLIC OUTREACH CONSULTANT SERVICES
FIRM PROFILE + SERVICES OVERVIEW
GATES STUDIO ŝƐ Ă ǁŽŵĞŶͲŽǁŶĞĚ͕ SBEͲĐĞƌƚŝĨŝĞĚ ϮϳͲƉĞƌƐŽŶ LĂŶĚƐĐĂƉĞ AƌĐŚŝƚĞĐƚƵƌĞ͕
UƌďĂŶ DĞƐŝŐŶ͕ ĂŶĚ PůĂŶŶŝŶŐ Ĩŝƌŵ͕ ĞƐƚĂďůŝƐŚĞĚ ŝŶ ϭϵϳϳ͘ OƵƌ ƐŽůĞ ŽĨĨŝĐĞ ŝƐ ůŽĐĂƚĞĚ ŝŶ
Walnut Creek and has been in business for over 48 years. With our diverse and
ĞdžƉĞƌŝĞŶĐĞĚ ƐƚĂĨĨ͕ ǁĞ ĂƌĞ ĂďůĞ ƚŽ ƌĞƐƉŽŶĚ ƋƵŝĐŬůLJ ĂŶĚ ĞĨĨŝĐŝĞŶƚůLJ ƚŽ ƚŚĞ CŝƚLJ͛Ɛ ƌĞƋƵĞƐƚƐ
ĨŽƌ ƐĞƌǀŝĐĞƐ͘ OƵƌ ƚĞĂŵ ŽĨĨĞƌƐ Ă ǁŝĚĞ ƌĂŶŐĞ ŽĨ ƚĞĐŚŶŝĐĂů ĞdžƉĞƌƚŝƐĞ͕ Ă ƉƌĂĐƚŝĐĂů ŬŶŽǁůĞĚŐĞ
of cost and maintenance implications of design decisions, an understanding of how
public spaces are used, and an ability to respond to the changing needs of the
ũƵƌŝƐĚŝĐƚŝŽŶƐ ǁĞ ƐĞƌǀĞ͘
WORKING WITH PUBLIC & PRIVATE AGENCIES
HĂǀŝŶŐ ǁŽƌŬĞĚ ĞdžƚĞŶƐŝǀĞůLJ ǁŝƚŚ ďŽƚŚ ƉƵďůŝĐ ĂŐĞŶĐŝĞƐ ĂŶĚ ƉƌŝǀĂƚĞ ƐĞĐƚŽƌ ĐůŝĞŶƚƐ͕ ǁĞ
ŚĂǀĞ ĚĞǀĞůŽƉĞĚ ǀĂůƵĂďůĞ ŝŶƐŝŐŚƚƐ ƚŽ ĞĨĨĞĐƚŝǀĞ ƉƌŽũĞĐƚ ŵĂŶĂŐĞŵĞŶƚ͘ PƵďůŝĐ ƐĞĐƚŽƌ
ƉƌŽũĞĐƚƐ ŵĂŬĞ ƵƉ Ă ůĂƌŐĞ ƉŽƌƚŝŽŶ ŽĨ ŽƵƌ ǁŽƌŬ͕ ǁŚŝĐŚ ŝŶĐůƵĚĞƐ ĞǀĞƌLJƚŚŝŶŐ ĨƌŽŵ Ă ƐŵĂůůͲ
ƐĐĂůĞ ƉĂƌŬ ƌĞŶŽǀĂƚŝŽŶ ƉƌŽũĞĐƚ ƚŽ Ă ƐƚƌĞĞƚƐĐĂƉĞ ƐLJƐƚĞŵ͘ tĞ ĐĂŶ ƉƌŽǀŝĚĞ ƵƌďĂŶ ĚĞƐŝŐŶ
streetscapes and landscape designs, parks and trail design, green infrastructure
ĚĞƐŝŐŶ ĞdžƉĞƌƚŝƐĞ ĂƐ ǁĞůů ĂƐ ŐƌĂƉŚŝĐ ƉƌĞƐĞŶƚĂƚŝŽŶƐ͘ OƵƌ ƉƵďůŝĐ ƐĞĐƚŽƌ ĂďŝůŝƚŝĞƐ ĂƌĞ
ĞŶŚĂŶĐĞĚ ďLJ Ă ƐƚƌŽŶŐ ƵŶĚĞƌƐƚĂŶĚŝŶŐ ŽĨ ƚŚĞ ͞ƌĞĂů ǁŽƌůĚ͟ ŝƐƐƵĞƐ͘ FƌŽŵ ƚŚĞ ĐŽŶĐĞƉƚƵĂů
ƉŽůŝĐLJ ůĞǀĞů ƚŽ ĐŽŶƐƚƌƵĐƚŝŽŶ ĂĚŵŝŶŝƐƚƌĂƚŝŽŶ͕ ǁĞ ŚĂǀĞ ĞdžƚĞŶƐŝǀĞ ĞdžƉĞƌŝĞŶĐĞ ŶĂǀŝŐĂƚŝŶŐ
ƚŚƌŽƵŐŚ ƚŚĞ ŝŶƚƌŝĐĂĐŝĞƐ ŽĨ ƚŚĞ ƉƵďůŝĐ ƌĞǀŝĞǁ ĂŶĚ ĂƉƉƌŽǀĂů ƉƌŽĐĞƐƐĞƐ͘ IŶ ĂĚĚŝƚŝŽŶ͕ ǁĞ
ŚĂǀĞ ĞdžƉĞƌŝĞŶĐĞ ŵĂŶĂŐŝŶŐ ƉƵďůŝĐůLJ ĨƵŶĚĞĚ ƉƌŽũĞĐƚƐ ƚŚĂƚ ŚĂǀĞ ƐŝŐŶŝĨŝĐĂŶƚ ƚŝŵĞ ĂŶĚ
budget constraints.
ON-CALL ASSIGNMENTS
'ĂƚĞƐ SƚƵĚŝŽ ŚĂƐ ĞdžƚĞŶƐŝǀĞ ĞdžƉĞƌŝĞŶĐĞ ƉƌŽǀŝĚŝŶŐ ŽŶͲĐĂůů ƐĞƌǀŝĐĞƐ ƚŽ Ă ƌĂŶŐĞ ŽĨ ƉƵďůŝĐ
ĂŐĞŶĐŝĞƐ͘ tĞ ǀŝĞǁ ŽƵƌ ŽŶͲĐĂůů ƐƚĂƚƵƐ ĂƐ Ă partnership where we take responsibility
ĨŽƌ ĐŽůůĂďŽƌĂƚŝǀĞůLJ ŝĚĞŶƚŝĨLJŝŶŐ ƐƵĐĐĞƐƐĨƵů ĂŶĚ ƌĞĂůŝƚLJͲďĂƐĞĚ ƐŽůƵƚŝŽŶƐ ƚŚĂƚ ĂůŝŐŶ ǁŝƚŚ
ŽƵƌ ĐůŝĞŶƚ͛Ɛ ŐŽĂůƐ ĨŽƌ ĞĂĐŚ ƵŶŝƋƵĞ ƉƌŽũĞĐƚ͘ DƵĞ ƚŽ ŽƵƌ ƐŝnjĞ͕ ĨůĞdžŝďŝůŝƚLJ ĂŶĚ ďƌĞĂĚƚŚ ŽĨ
staff resources, we are able to respond to requests for service efficiently and to the
ŚŝŐŚ ƐƚĂŶĚĂƌĚ ŽĨ ƋƵĂůŝƚLJ ǁĞ ŚŽůĚ Ăůů ŽĨ ŽƵƌ ǁŽƌŬ͘ OƵƌ ŽŶͲĐĂůů ǁŽƌŬ ƌĂŶŐĞƐ ĨƌŽŵ ƉƌŽũĞĐƚ
ĚĞƐŝŐŶ ĂŶĚ ƉĞĞƌ ƌĞǀŝĞǁ ƚŽ ůĂŶĚƐĐĂƉĞ ƉůĂŶ ĐŚĞĐŬ ƐĞƌǀŝĐĞƐ ĂŶĚ ĨŝĞůĚ ŝŶƐƉĞĐƚŝŽŶƐ͘ IŶ
ĂŶ ŽŶͲĐĂůů ĐĂƉĂĐŝƚLJ ǁĞ ŚĂǀĞ ĞŶŐĂŐĞĚ ƐƚĂŬĞŚŽůĚĞƌƐ͕ ŵĂŶĂŐĞĚ ĐŽŵŵƵŶŝƚLJ ŽƵƚƌĞĂĐŚ͕
provided grant writing assistance, developed landscape and park and recreation
standards, conducted ADA evaluations, playground safety inspections and verified
ďŽŶĚ ĞƐƚŝŵĂƚĞƐ͘ OƵƌ ŝŶͲŚŽƵƐĞ ƌĞƐŽƵƌĐĞƐ ŐŝǀĞ ƵƐ ƚŚĞ ĨůĞdžŝďŝůŝƚLJ ƚŽ ĂĚĂƉƚ ƚŽ ĐŚĂŶŐŝŶŐ
scheduling needs and priorities.
tĞ ĂƌĞ ĐƵƌƌĞŶƚůLJ ŽŶ ŵƵůƚŝƉůĞ ŽŶͲĐĂůů ůŝƐƚƐ ĨŽƌ ƚŚĞ ĨŽůůŽǁŝŶŐ ĐŝƚŝĞƐͬĐŽƵŶƚŝĞƐ͗
•City of Antioch
•City of Carmel-by-the-Sea
•City of Cupertino
•City of Dublin
•City of Fremont Community
Development Dept.
•City of Hercules
•City of Menlo Park
•City of Millbrae
•City of Pleasanton
•City of Richmond
•City of Roseville
•City of Santa Clara Parks & Recreation
•City of South San Francisco
•City of Union City
•City of Vallejo
•Contra Costa County
•Cordova Park & Recreation District
•San Mateo County Parks Dept.
•Town of Moraga
FIRM INFORMATION
NAME & ADDRESS
DĂǀŝĚ L͘ 'ĂƚĞƐ͕ & AƐƐŽĐŝĂƚĞƐ IŶĐ͘
DBA 'ĂƚĞƐ SƚƵĚŝŽ
1655 N. Main Street, Suite 365
Walnut Creek, CA 94596
;ϵϮϱͿ ϯϲϬͲϴϰϭϭ
ǁǁǁ͘ŐĂƚĞƐͲƐƚƵĚŝŽ͘ĐŽŵ
YEARS IN BUSINESS
48 years
STAFF COUNT & LOCATIONS
GATES has 27 employees, all of
whom work from our sole Walnut
CƌĞĞŬ ŽĸĐĞ͘
LIST OF SERVICES
•Landscape Architecture Design:
EŶƟƚůĞŵĞŶƚ ƉĂĐŬĂŐĞƐ͖ ƐĐŚĞŵĂƟĐ
ĚĞƐŝŐŶ͖ ĚĞƐŝŐŶ ĚĞǀĞůŽƉŵĞŶƚ͖
ĐŽŶƐƚƌƵĐƟŽŶ ĚŽĐƵŵĞŶƚƐ͖ ĐŽƐƚ
ĞƐƟŵĂƚĞƐ
•Master Planning: SLJƐƚĞŵͲ
ǁŝĚĞ ƉĂƌŬ & ƌĞĐƌĞĂƟŽŶ ŵĂƐƚĞƌ
ƉůĂŶŶŝŶŐ͖ ƉĂƌŬͬĐĂŵƉƵƐͲƐƉĞĐŝĮĐ
ƉůĂŶŶŝŶŐ͖ ĚĞƐŝŐŶ ŐƵŝĚĞůŝŶĞƐ
•Public Outreach
ͻ UƌďĂŶ DĞƐŝŐŶ
•Placemaking
•Peer Review & Plan Checks
ͻ CŽŶƐƚƌƵĐƟŽŶ AĚŵŝŶŝƐƚƌĂƟŽŶ
ͻ OŶͲCĂůů SĞƌǀŝĐĞƐ
•Sustainable Design
ͻ SĂĨĞƚLJ IŶƐƉĞĐƟŽŶƐ & CŽŵƉůŝĂŶĐĞ
•Cost Analysis
ͻ SŝŐŶĂŐĞ & tĂLJĮŶĚŝŶŐ
ͻ FƵŶĚŝŶŐ & 'ƌĂŶƚ CŽŽƌĚŝŶĂƟŽŶ
ͻ CĞƌƟĮĞĚ AƌďŽƌŝƐƚ SĞƌǀŝĐĞƐ
ͻ 'IS ͲDĂƉƉŝŶŐ & DĞŵŽŐƌĂƉŚŝĐƐ
Analysis
12
EXHIBIT A
Docusign Envelope ID: 1F01AF40-8662-4BB0-A397-368905162901
GATES STUDIOCITY OF ROHNERT PARK | ON-CALL LANDSCAPE ARCHITECTURAL & PUBLIC OUTREACH CONSULTANT SERVICES
FIRM PROFILE + SERVICES OVERVIEW
Spanish-translated social media post for Terra Linda
Park & Community Center Master Plan, San Rafael
Back-to-School Pop-Up Event for Patterson Parks
Master Plan
Downtown Gateway Arch on Railroad Ave, Pittsburg
Concept photosimulation for Beechnut Park, Hercules
PUBLIC OUTREACH FACILITATION
Gates Studio believes that outreach and public engagement are pivotal components of
ĂŶLJ ƉƵďůŝĐ ƉƌŽũĞĐƚ͕ ƚŽ ĞŶƐƵƌĞ ƚŚĂƚ ƚŚĞ ĨŝŶĂů ƉůĂŶ ĂĐĐƵƌĂƚĞůLJ ĂŶĚ ŚŽůŝƐƚŝĐĂůůLJ ƌĞƉƌĞƐĞŶƚƐ
the community and its diverse residents. Throughout the last 48 years, our firm has
partnered with numerous municipalities to facilitate public outreach for a diverse
ƉƌŽũĞĐƚ ƉŽƌƚĨŽůŝŽ͕ ƐƉĂŶŶŝŶŐ ƉĂƌŬ ƌĞŶŽǀĂƚŝŽŶƐ͕ ĐŝƚLJǁŝĚĞ ƉĂƌŬ & ƌĞĐƌĞĂƚŝŽŶ ƐLJƐƚĞŵ ŵĂƐƚĞƌ
ƉůĂŶƐ͕ ƐƚƌĞĞƚƐĐĂƉĞ ŝŵƉƌŽǀĞŵĞŶƚƐ͕ ĐĂŵƉƵƐ & ĐŽŵŵƵŶŝƚLJ ĚĞƐŝŐŶƐ͕ ĂŶĚ ŵŽƌĞ͘ LĞĚ ďLJ
ŽƵƌ ĚĞĚŝĐĂƚĞĚ ŝŶͲŚŽƵƐĞ ĐŽŵŵƵŶŝƚLJ ŽƵƚƌĞĂĐŚ ĨĂĐŝůŝƚĂƚŽƌ͕ ŽƵƌ ƚĞĂŵ ĂŝŵƐ ƚŽ ĨĂĐŝůŝƚĂƚĞ Ă
ĨůĞdžŝďůĞ ĂŶĚ ĚLJŶĂŵŝĐ ŽƵƚƌĞĂĐŚ ƉƌŽĐĞƐƐ ƚŚĂƚ ǀĂůƵĞƐ ĞĂƐĞ ŽĨ ƉĂƌƚŝĐŝƉĂƚŝŽŶ͕ ĂŶĚ ĐŽŶƐŝĚĞƌƐ
ďŽƚŚ ƚŚĞ ĐŽŵŵƵŶŝƚLJͲǁŝĚĞ ĂƵĚŝĞŶĐĞ͕ ǁŚŽ ĞdžƉĞƌŝĞŶĐĞ ƚŚĞ ĐŽŵŵƵŶŝƚLJ ĨŝƌƐƚŚĂŶĚ ĂƐ ǁĞůů
as key stakeholders like City maintenance staff and nearby businesses, who are directly
impacted by any design modifications.
Our process focuses on three steps:
1.Awareness: EŶƐƵƌĞ ƚŚĞ ƉƵďůŝĐ ŬŶŽǁƐ ĂďŽƵƚ ƚŚĞ ƉƌŽũĞĐƚƐ ĂŶĚ ŚŽǁ ƚŽ ŐĞƚ ŝŶǀŽůǀĞĚ
2.Interactive Engagement: Multiple methods for community input at convenient
locations and times
3.Transparency: Create a feedback loop to share the input and response
Aƚ Ă ƉƌŽũĞĐƚ͛Ɛ ŝŶŝƚŝĂƚŝŽŶ͕ ǁĞ ǁŝůů ǁŽƌŬ ǁŝƚŚ CŝƚLJ SƚĂĨĨ ƚŽ ĚĞǀĞůŽƉ Ă ĚĞƚĂŝůĞĚ ƉůĂŶ ĂĚĚƌĞƐƐŝŶŐ
ƚŚĞ ƐƉĞĐŝĨŝĐ ŶĞĞĚƐ ŽĨ ďŽƚŚ ƚŚĞ ƉƌŽũĞĐƚ ĂŶĚ ƚŚĞ ĐŽŵŵƵŶŝƚLJ͘ TŚŝƐ ĚŽĐƵŵĞŶƚ ŝĚĞŶƚŝĨŝĞƐ
approach (purpose of plan, overarching challenges, target audience, key messaging,
ĞdžŝƐƚŝŶŐ ŬŶŽǁŶ ĐŚĂůůĞŶŐĞƐ͕ ĞƚĐ͘Ϳ ĂŶĚ ƚŚĞ ĚĞƚĂŝůƐ ;ƚƌĂŶƐůĂƚŝŽŶ ŶĞĞĚƐ͕ ƐŽĐŝĂů ŵĞĚŝĂ
platforms, meeting formats & locations, stakeholder list). Our outreach capabilities
ĂůƐŽ ŝŶĐůƵĚĞ ĐƵƐƚŽŵͲĚĞǀĞůŽƉĞĚ ŐƌĂƉŚŝĐ ĂƐƐĞƚƐ ;ƉƌŽũĞĐƚ ďƌĂŶĚŝŶŐ͕ ƐƚƌĞĞƚ ďĂŶŶĞƌƐ͕ ƐŽĐŝĂů
media graphics and copy, postcard mailers, etc.), developing outreach messaging,
ƉƌĞƉĂƌŝŶŐ ŽŶůŝŶĞ ƐƵƌǀĞLJƐ͕ ĚĂƚĂ ĂŶĂůLJƐŝƐ͕ ĂŶĚ ĨĂĐŝůŝƚĂƚŝŶŐ ǁĞďŝŶĂƌƐ͕ ƉŽƉͲƵƉ ǁŽƌŬƐŚŽƉƐ͕
and interactive design charrettes. We strategically utilize this pool of methods to share
ŝŶĨŽƌŵĂƚŝŽŶ ĂďŽƵƚ ƚŚĞ ƉƌŽũĞĐƚ͕ ĚŝƌĞĐƚ ƉĞŽƉůĞ ƚŽ ĂŶ ŽŶůŝŶĞ ƉůĂƚĨŽƌŵ Žƌ ƉƵďůŝĐ ŵĞĞƚŝŶŐ͕
ĂŶĚ ŐĂƚŚĞƌ ŵĞĂƐƵƌĂďůĞ͕ ƵƐĂďůĞ ĐŽŵŵƵŶŝƚLJ ĨĞĞĚďĂĐŬ ƚŚĂƚ ĐĂŶ ŚĞůƉ ŝŶĨŽƌŵ Ă ƉƌŽũĞĐƚ͛Ɛ
final design or plan.
LEADERS IN LANDSCAPE ARCHITECTURE
TŚĞ 'ĂƚĞƐ SƚƵĚŝŽ ƚĞĂŵ ďƌŝŶŐƐ ĞdžƚĞŶƐŝǀĞ ĞdžƉĞƌŝĞŶĐĞ ĂĐƌŽƐƐ ƚŚĞ ĨƵůů ůĂŶĚƐĐĂƉĞ ĂƌĐŚŝƚĞĐƚƵƌĞ
process, including design standards, feasibility studies, entitlement packages, schematic
and design development, construction documents (35–100% PS&E), cost estimation,
phasing, bid support, and construction administration. We bring strong working
relationships with public agencies throughout California to create functional, visually
compelling spaces that meet local needs, reflect community character, and address
circulation, accessibility, maintenance, and sustainability.
Our schematic design process employs illustrative site plans and photosimulations to
ĐůĞĂƌůLJ ĐŽŶǀĞLJ ĚĞƐŝŐŶ ŝŶƚĞŶƚ ĂŶĚ ǀŝƐŝŽŶ͘ FŽƌ ĚĞƐŝŐŶ ŐƵŝĚĞůŝŶĞƐ ƉƌŽũĞĐƚƐ͕ ǁĞ ĂůƐŽ ĚĞǀĞůŽƉ
ŶĂƌƌĂƚŝǀĞ ƐƵƉƉůĞŵĞŶƚƐ ƚŚĂƚ ĞdžƉĂŶĚ ŽŶ ĐŽŶĐĞƉƚƵĂů ŐƌĂƉŚŝĐƐ ĂŶĚ ĂƌƚŝĐƵůĂƚĞ ĚĞƐŝŐŶ ǀŝƐŝŽŶ͘
tŝƚŚ ŽƵƌ ĞdžƉĞƌŝĞŶĐĞĚ ƚĞĂŵ͕ ǁĞ ƉƌŽĚƵĐĞ ůĂLJŽƵƚ ƉůĂŶƐ͕ ĚŝŵĞŶƐŝŽŶ ƉůĂŶƐ͕ ĚĞŵŽůŝƚŝŽŶ ƉůĂŶƐ͕
grading and drainage plans, planting plans, conceptual lighting plans, and irrigation plans
ŝŶͲŚŽƵƐĞ͘ tĞ ĂƌĞ ĨƵůůLJ ĞƋƵŝƉƉĞĚ ƚŽ ƐĞƌǀĞ ĂƐ ƚŚĞ ƉƌŝŵĞ ĐŽŶƐƵůƚĂŶƚ ŽŶ ŵƵůƚŝĚŝƐĐŝƉůŝŶĂƌLJ
ƉƌŽũĞĐƚƐ͕ ƌĞǀŝĞǁŝŶŐ ƐƵďĐŽŶƐƵůƚĂŶƚ ǁŽƌŬ ĂŶĚ ĐŽŵƉŝůŝŶŐ ĐŽŵƉƌĞŚĞŶƐŝǀĞ ĚĞůŝǀĞƌĂďůĞƐ ĨŽƌ
City and agency approval. We also maintain strong working relationships with leading
civil engineering, irrigation, architectural, electrical, structural, geotechnical, and
environmental consulting firms.
13
Docusign Envelope ID: 1F01AF40-8662-4BB0-A397-368905162901
GATES STUDIOCITY OF ROHNERT PARK | ON-CALL LANDSCAPE ARCHITECTURAL & PUBLIC OUTREACH CONSULTANT SERVICES
MASTER PLANNING EXPERIENCE
OƵƌ Ĩŝƌŵ ŚĂƐ ĞdžƉĞƌŝĞŶĐĞ ĐƌĞĂƚŝŶŐ ĐƵƐƚŽŵŝnjĞĚ͕ ŝŵƉůĞŵĞŶƚĂďůĞ ŵĂƐƚĞƌ ƉůĂŶƐ ĨŽƌ ƉĂƌŬƐ͕ ƌĞĐƌĞĂƚŝŽŶ ĨĂĐŝůŝƚŝĞƐ͕ ĂŶĚ ĞŶƚŝƌĞ ƉĂƌŬ
ĂŶĚ ŽƉĞŶ ƐƉĂĐĞ ƐLJƐƚĞŵƐ͘ tĞ ĐĂŶ ĂƐƐŝƐƚ ƚŚĞ CŝƚLJ ŝŶ ůŽŽŬŝŶŐ Ăƚ ĐƵƌƌĞŶƚ ƵƐĞƐ ĂŶĚ ŽƉƉŽƌƚƵŶŝƚŝĞƐ ĂŶĚ ƉƌŽũĞĐƚŝŶŐ ĨƵƚƵƌĞ ƌĞĐƌĞĂƚŝŽŶ
ĚĞŵĂŶĚƐ ďĂƐĞĚ ŽŶ ĚĞŵŽŐƌĂƉŚŝĐƐ ĂŶĚ ƌĞĐƌĞĂƚŝŽŶ ƚƌĞŶĚƐ͘ tŝƚŚ ŚƵŶĚƌĞĚƐ ŽĨ ƉƵďůŝĐ ƉƌŽũĞĐƚƐ ƵŶĚĞƌ ŽƵƌ ďĞůƚ͕ ǁĞ ƵŶĚĞƌƐƚĂŶĚ ƚŚĞ
challenges involved in planning for public facilities, including the wide range of construction and maintenance issues, safety
goals, universal accessibility considerations, programming changes, and use patterns that must all be carefully assessed in the
ĚĞǀĞůŽƉŵĞŶƚ ŽĨ Ă ŵĂƐƚĞƌ ƉůĂŶ͘ OƵƌ ƉůĂŶŶŝŶŐ ƉƌŽĐĞƐƐ ŝƐ ƐƵƉƉŽƌƚĞĚ ďLJ ĐŽŶƐƚĂŶƚ ĂƚƚĞŶƚŝŽŶ ƚŽ ďŽƚŚ ƚŚĞ ĐŽŶƐƚƌƵĐƚŝŽŶ ĂŶĚ ůŽŶŐͲ
term maintenance costs of various decisions.
OUR TEAM’S PROCESS — ORGANIZED, EFFICIENT, AND COST EFFECTIVE
OƵƌ ƚĞĂŵ ďƌŝŶŐƐ Ă ďƌŽĂĚ ƌĂŶŐĞ ŽĨ ĞdžƉĞƌƚŝƐĞͶŝŶĐůƵĚŝŶŐ ƐĞŶŝŽƌ ůĂŶĚƐĐĂƉĞ ĂƌĐŚŝƚĞĐƚƐ͕ ƉůĂŶŶĞƌƐ͕ ĐŽŵŵƵŶŝƚLJ ŽƵƚƌĞĂĐŚ ĨĂĐŝůŝƚĂƚŽƌƐ͕
LEED ƉƌŽĨĞƐƐŝŽŶĂůƐ͕ ŐƌĂƉŚŝĐ ĚĞƐŝŐŶĞƌƐ͕ ĂŶ ISAͲĐĞƌƚŝĨŝĞĚ ĂƌďŽƌŝƐƚ͕ ŚŽƌƚŝĐƵůƚƵƌĂůŝƐƚƐ͕ 'IS ƐƉĞĐŝĂůŝƐƚƐ͕ ƉůĂLJŐƌŽƵŶĚ ƐĂĨĞƚLJ ŝŶƐƉĞĐƚŽƌƐ͕
ĂŶĚ ƉƌŽũĞĐƚ ŵĂŶĂŐĞƌƐͶǁĞůůͲƐƵŝƚĞĚ ĨŽƌ ŽŶͲĐĂůů ƐƵƉƉŽƌƚ͘ FŽƌ ĞĂĐŚ ŽŶͲĐĂůů ĂƐƐŝŐŶŵĞŶƚ͕ ǁĞ ĚĞƐŝŐŶĂƚĞ Ă ƐŝŶŐůĞ ůŝĂŝƐŽŶ ƚŽ ĐŽŽƌĚŝŶĂƚĞ
with the City, route tasks to appropriate staff, and track progress, ensuring streamlined communication and efficient delivery
ŽĨ ĞĂĐŚ ĚĞůŝǀĞƌĂďůĞ͘ Aƚ ƉƌŽũĞĐƚ ŝŶŝƚŝĂƚŝŽŶ͕ ǁĞ ǁŽƌŬ ǁŝƚŚ CŝƚLJ ƐƚĂĨĨ ƚŽ ĐŽŶĨŝƌŵ ĞdžƉĞĐƚĂƚŝŽŶƐ͕ ĚĞĨŝŶĞ ĚĞůŝǀĞƌĂďůĞƐ͕ ƐĐŚĞĚƵůĞƐ͕ ĂŶĚ
budgets, and establish a clear work program tied to milestones, review periods, and required approvals.
CŽƐƚ ŵĂŶĂŐĞŵĞŶƚ ŝƐ Ă ĐŽƌĞ ĨŽĐƵƐ ŽĨ ŽƵƌ ǁŽƌŬ͕ ĂŶĚ ǁĞ ĐŽůůĂďŽƌĂƚĞ ĐůŽƐĞůLJ ǁŝƚŚ ĐůŝĞŶƚƐ ƚŽ ŵĂdžŝŵŝnjĞ ƉƌŽũĞĐƚ ďƵĚŐĞƚƐ͘ OƵƌ ƚĞĂŵ
ŚĂƐ Ă ƉƌŽǀĞŶ ƚƌĂĐŬ ƌĞĐŽƌĚ ŽĨ ĚĞůŝǀĞƌŝŶŐ ĐŽƐƚͲĞĨĨĞĐƚŝǀĞ ƐŽůƵƚŝŽŶƐ ǁŝƚŚŽƵƚ ĐŽŵƉƌŽŵŝƐŝŶŐ ĚĞƐŝŐŶ ŝŶƚĞŐƌŝƚLJ Žƌ ƐĐŚĞĚƵůĞ͘ tŝƚŚ
ĞdžƚĞŶƐŝǀĞ ĞdžƉĞƌŝĞŶĐĞ ŝŶ ƉƵďůŝĐ ĨĂĐŝůŝƚLJ ƉƌŽũĞĐƚƐ͕ ǁĞ ƵŶĚĞƌƐƚĂŶĚ ƚŚĞ ĚĞŵĂŶĚƐ ŽĨ ŚŝŐŚ ƉƵďůŝĐ ƵƐĞ ĂŶĚ ƚŚĞ ůŽŶŐͲƚĞƌŵ ŝŵƉůŝĐĂƚŝŽŶƐ
that material and furnishing choices can have on both cost and maintenance. We regularly coordinate with maintenance
ĚĞƉĂƌƚŵĞŶƚƐ ĂĐƌŽƐƐ ũƵƌŝƐĚŝĐƚŝŽŶƐ ƚŽ ĐŽŶĚƵĐƚ ĐŽŶƐƚƌƵĐƚŝŽŶ ƌĞǀŝĞǁƐ ĂŶĚ ŵĂŝŶƚĞŶĂŶĐĞ ŝŶƐƉĞĐƚŝŽŶƐ͕ ǁŚŝĐŚ ƉƌŽǀŝĚĞƐ ƉƌĂĐƚŝĐĂů͕
ƌĞĂůͲǁŽƌůĚ ŝŶƐŝŐŚƚ ŝŶƚŽ ůŝĨĞͲĐLJĐůĞ ĐŽƐƚƐ͘ TŽ ĞŶƐƵƌĞ ĂůŝŐŶŵĞŶƚ ǁŝƚŚ ĞdžƉĞĐƚĂƚŝŽŶƐ͕ ǁĞ ŵŽŶŝƚŽƌ ƚŚĞ ĐŽŶƐƚƌƵĐƚŝŽŶ ďƵĚŐĞƚ ƚŚƌŽƵŐŚŽƵƚ
ĞĂĐŚ ƉƌŽũĞĐƚ ƉŚĂƐĞ ĂŶĚ ŵĂŝŶƚĂŝŶ ĂŶ ƵƉͲƚŽͲĚĂƚĞ ĐŽƐƚ ĚĂƚĂďĂƐĞ͕ ƌĞĨƌĞƐŚĞĚ ƋƵĂƌƚĞƌůLJ ƵƐŝŶŐ ďŝĚ ŶƵŵďĞƌƐ ĨƌŽŵ ĐŽŵƉĂƌĂďůĞ
ƉƌŽũĞĐƚƐ͘
Gates Studio Project Flow — Milestones, Involvement, Timeline
FIRM PROFILE + SERVICES OVERVIEW
TEAM PROCESS
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GATES STUDIOCITY OF ROHNERT PARK | ON-CALL LANDSCAPE ARCHITECTURAL & PUBLIC OUTREACH CONSULTANT SERVICES
HOURLY FEES FOR SERVICES OF:
Partner
Principal
Associate Principal
Senior Associate
Job Captain
Planner
Sr. Irrigation Designer
Community Outreach Facilitator
Marketing Coordinator
Administrative/Drafter
RATE PER HOUR:
$240.00 - $255.00
$225.00 - $240.00
$210.00 - $225.00
$190.00 - $210.00
$170.00 - $190.00
$170.00 - $190.00
$205.00 - $215.00
$190.00 - $210.00
$140.00 - $200.00
$140.00 - $160.00
I.HOURLY FEES
A.Consultants at approximately the same rates indicated above or on consultant fee schedules.
B.Other direct expenses at cost which may include:
1. Printing and reproduction costs.
2. Mileage and travel costs.
3. Miscellaneous
HŽƵƌůLJ ƌĂƚĞƐ ŵĂLJ ďĞ ĂĚũƵƐƚĞĚ ĂŶŶƵĂůůLJ ĂŶĚ ƐŚĂůů ĂƉƉůLJ ĨŽƌ ĂŶLJ ƐĞƌǀŝĐĞƐ ƌĞŶĚĞƌĞĚ ĂŌĞƌ ƚŚĂƚ ĚĂƚĞ͘
TŚĞƐĞ ĂĚũƵƐƚŵĞŶƚƐ ĂƌĞ ŶŽƚ ůŝŵŝƚĞĚ ƚŽ ƚŚĞ ƌĂƚĞ ƉĞƌ ŚŽƵƌ ƌĂŶŐĞƐ ůŝƐƚĞĚ ĂďŽǀĞ͕ ĂŶĚ ǁŝůů ŶŽƚ ĂīĞĐƚ ƚŚĞ
ƚŽƚĂů ĂŵŽƵŶƚ ŽĨ ĐŽŵƉĞŶƐĂƟŽŶ ĨŽƌ ƐĞƌǀŝĐĞƐ͘
II .EXPENSES (REIMBURSABLES)
RATE SCHEDULE
EFFECTIVE THROUGH DECEMBER 2026
HOURLY RATES
EFFECTIVE THROUGH DECEMBER 2026
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EXHIBIT B
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Exhibit C
OAK #4862-8048-1163 (Rev 10-23)
EXHIBIT C
INSURANCE REQUIREMENTS for Consulting 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
a 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 a 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 a limit no less than $2,000,000 per occurrence or claim,
$2,000,000 aggregate.
If 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 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).
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Exhibit C
OAK #4862-8048-1163 (Rev 10-23)
Primary Coverage
For any claims related to this contract, 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 in 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
written 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 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
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; and
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, Consultant must
purchase “extended reporting” coverage for a minimum of five (5) years after completion
of contract work.
Verification of Coverage
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Exhibit C
OAK #4862-8048-1163 (Rev 10-23)
Consultant shall furnish the City with original Certificates of Insurance including all required
amendatory endorsements (or copies of the applicable policy language effecting coverage
required by this clause) and a copy of the Declarations and Endorsement Page of the CGL policy
listing all policy endorsements to City before work begins. However, failure to obtain the
required documents prior to the work beginning shall not waive 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.
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CERTIFICATE OF CONSULTANT
I HEREBY CERTIFY that I am the __________________________________, and a
duly authorized representative of the firm of _____________________________________,
whose address is ______________________________________________________, and that
neither I nor the above firm I here represent has:
a) Employed or retained for a commission, percentage, brokerage, contingent
fee, or other consideration, any firm or person (other than a bona fide
employee working solely for me or the above consultant) to solicit to
secure this Agreement.
b) Agreed, as an express or implied condition for obtaining this contract, to
employ or retain the services of any firm or person in connection with
carrying out the Agreement; or
c) Paid, or agreed to pay, to any firm, organization or person (other than a
bona fide employee working solely for me or the above consultant) any
fee, contribution, donation, or consideration of any kind for, or in
connection with, procuring or carrying out the Agreement;
Except as here expressly stated (if any);
I acknowledge that this certificate is subject to applicable State and Federal laws, both
criminal and civil.
_________________ ___________________________________
Date Signature
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Docusign Envelope ID: 1F01AF40-8662-4BB0-A397-368905162901
President
2/3/2026
Gates Studio
1655 N. Main Street, Suite 365, Walnut Creek, CA 94596
OAK #4862-8048-1163 (Rev 10-23)
MASTER AGREEMENT FOR CONSULTANT SERVICES
This MASTER AGREEMENT FOR CONSULTANT SERVICES (“Agreement”) is
entered into as of the 10th day of February, 2026, by and between the City of Rohnert Park
(“City”), a California municipal corporation, and Development Compliance Solutions
(“Consultant”), a California corporation, with reference to the following facts, understandings
and intentions.
Recitals
WHEREAS, City desires to obtain services designated in Exhibit A; and
WHEREAS, Consultant hereby warrants to City that Consultant is skilled and able to
provide such services described in Section 3 of this Agreement; and
WHEREAS, City desires to retain Consultant pursuant to this Agreement to provide the
services described in Section 3 of this Agreement, subject to the terms and conditions of this
Agreement
Agreement
NOW, THEREFORE, in consideration of their mutual covenants, the parties hereto agree
as follows:
1. Incorporation of Recitals. The recitals and all defined terms set forth above are
hereby incorporated into this Agreement as if set forth herein in full.
2. Project Coordination. Authorized representatives shall represent City and
Consultant in all matters pertaining to this Agreement.
A. City. The City Manager or his/her designee shall represent City for all
purposes under this Agreement, except where approval for the City is specifically required by the
City Council. The Building Official is hereby designated as the project manager (“Project
Manager”). The Project Manager shall supervise the progress and execution of this Agreement.
B. Consultant. Consultant shall assign Leonardo DePaola to have overall
responsibility for the progress and execution of this Agreement for Consultant.
3. Scope and Performance of Services
A. Scope of Services. Subject to such policy direction and approvals as City
may determine from time to time, Consultant shall perform the type of services generally set out
in the Scope of Work attached hereto as Exhibit A and incorporated herein by reference.
Consultant shall be assigned to provide particular services pursuant to the requirements of a task
order that has been issued in conformance with the City’s Purchasing Policy (“Task Order”)
executed by Consultant and City.
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OAK #4862-8048-1163 (Rev 10-23)
B. Time of Performance. The services of Consultant are to commence upon
receipt of a written notice to proceed from City, but in no event prior to receiving a fully
executed agreement from City and obtaining and delivering the required insurance coverage, and
satisfactory evidence thereof, to City. Consultant shall perform its services in accordance with
the schedule attached to the Task Order. Any changes to these dates in either this Section 3 or
the Task Order shall be approved in writing by the Project Manager.
C. Standard of Quality. City relies upon the professional ability of
Consultant as a material inducement to entering into this Agreement. All work performed by
Consultant under this Agreement shall be performed (1) with due diligence, using its best efforts
to perform and coordinate all activities in a timely manner; (2) in accordance with all applicable
legal requirements; and (3) with the standard of quality ordinarily 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: (1) for services provided
directly under this Agreement be at the rate and schedules more particularly described in Exhibit
B, attached hereto and incorporated by this reference; or (2) for services authorized by Task
Orders, be at the rate and schedules specified by said Task Order. However, in no event shall the
amount City pays to Consultant for services provided directly under this Agreement exceed
fifteen thousand dollars ($15,000.00); nor shall the amount City pays to Consultant for work
done by Task Order exceed the total compensation specified by the Task Order. City’s
obligation to pay compensation to Consultant as provided herein is contingent upon Consultant’s
compliance with the terms and conditions of this Agreement and any amendments thereto.
Payment by City under this Agreement shall not be deemed a waiver of unsatisfactory work,
even if such defects were known to the City at the time of payment.
B. Timing of Payment. City shall pay Consultant as compensation in full for
such services and expenses for the different elements of the scope of work as follows:
(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.
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C. Changes in Compensation. Consultant will not undertake any work that
will incur costs in excess of the amount set forth in Section 4(A) of this Agreement without prior
written amendment to this Agreement. City shall have the right to amend the Scope of Work
within the Agreement by written notification to the Consultant. In such event, the compensation
and time of performance shall be subject to renegotiation upon written demand of either party to
the Agreement. Consultant shall not commence any work exceeding the Scope of Work without
prior written authorization from the City. Failure of the Consultant to secure City’s written
authorization for extra or changed work shall constitute a waiver of any and all right to
adjustment in the contract price or time due, whether by way of compensation, restitution,
quantum meruit, etc. for work done without the appropriate City authorization.
D. Taxes. Consultant shall pay all taxes, assessments and premiums under
the federal Social Security Act, any applicable unemployment insurance contributions, Workers
Compensation insurance premiums, sales taxes, use taxes, personal property taxes, or other taxes
or assessments now or hereafter in effect and payable by reason of or in connection with the
services to be performed by Consultant.
E. No Overtime or Premium Pay. Consultant shall receive no premium or
enhanced pay for work normally understood as overtime, i.e., hours that exceed forty (40) hours
per work week, or work performed during non-standard business hours, such as in the evenings
or on weekends. Consultant shall not receive a premium or enhanced pay for work performed on
a recognized holiday. Consultant shall not receive paid time off for days not worked, whether it
be in the form of sick leave, administrative leave, or for any other form of absence.
F. Litigation Support. Consultant agrees to testify at City’s request if
litigation is brought against City in connection with Consultant’s work product. Unless the
action is brought by Consultant or is based upon Consultant’s negligence, City will compensate
Consultant for the preparation and the testimony at Consultant’s standard hourly rates, if
requested by City and not part of the litigation brought by City against Consultant.
5. Term. The term of this Agreement shall commence on the date of its execution
by both parties and shall continue in full force and effect until December 31, 2029, unless earlier
terminated in accordance with this Agreement. Notwithstanding the foregoing, this Agreement
may be extended for successive one-year term(s) upon mutual, written approval by the City
Manager or his/her designee and Consultant. Work authorized by a separate Task Order as
contemplated by this Agreement shall be performed in accordance with the schedule set forth in
the Task Order.
6. Inspection. Consultant shall furnish City with every reasonable opportunity for
City to ascertain that the services of Consultant are being performed in accordance with the
requirements and intentions of this Agreement. All work done and all materials furnished, if
any, shall be subject to the Project Manager’s inspection and approval. The inspection of such
work shall not relieve Consultant of any of its obligations to fulfill the Agreement as prescribed.
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,
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prepared or obtained by the Consultant under the Agreement shall be vested in City, none of
which shall be used in any manner whatsoever, by any person, firm, corporation, or agency
without the expressed written consent of the City. Consultant shall assume no responsibility for
the unintended use by others of such final work products which are not related to the scope of the
services described under this Agreement. Basic survey notes and sketches, charts, computations,
and other data prepared or obtained under the Agreement shall be made available, upon request,
to City without restriction or limitations on their use. Consultant may retain copies of the above-
described information but agrees not to disclose or discuss any information gathered, discussed
or generated in any way through this Agreement without the written permission of City during
the term of this Agreement, unless required by law.
8. Employment of Other Consultants, Specialists or Experts. Consultant will not
employ or otherwise incur an obligation to pay other consultants, specialists or experts for
services in connection with this Agreement without the prior written approval of the City.
9. Conflict of Interest Requirements.
A. Consultant covenants and represents that neither it, nor any officer or
principal of its firm, has, or shall acquire any investment, income, business entity, interest in real
property, or other interest, directly or indirectly, which would conflict in any manner with the
interests of City, hinder Consultant’s performance of services under this Agreement, or be
affected in any manner or degree by performance of Consultant’s services hereunder. Consultant
further covenants that in the performance of the Agreement, no person having any such interest
shall be employed by it as an officer, employee, agent, or subcontractor without the express
written consent of the City. Consultant agrees at all times to avoid conflicts of interest, or the
appearance of any conflicts of interest, with the interests of the City in the performance of the
Agreement.
B. Consultant is not a designated employee within the meaning of the
Political Reform Act because Consultant:
(1) will not have the power to make any governmental decision,
including whether to: approve any rates, rules, regulations, policies, standards, or guidelines of
the City or any of its subdivisions; adopt or enforce any laws; issue, deny, suspend, or revoke
any permit, license, application, certificate, order, or any similar authorization or entitlement;
authorize, modify, or renew any form of City contract; grant approval to any City contract
specifications on behalf of the City; or grant City approval for any plans, designs, reports, or
similar; and
(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” includes 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
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(3) will not perform the same duties for the City that would otherwise
be performed by a staff member required to report under the City’s conflict of interest code.
(2 Cal. Code Regs. § 18700.3.)
10. Liability of Members and Employees of City. No member of the City and no
other officer, elected official, employee or agent of the City shall be personally liable to
Consultant or otherwise in the event of any default or breach of the City, or for any amount
which may become due to Consultant or any successor in interest, or for any obligations directly
or indirectly incurred under the terms of this Agreement. To the maximum extent permitted by
law, the City shall have no liability or responsibility for any accident, loss, or damage to any
work performed under this Agreement whether prior to its completion or acceptance or
otherwise.
11. Indemnity.
A. Indemnification. To the fullest extent permitted by law, Consultant shall,
at its own expense, indemnify, protect, defend (by counsel reasonably satisfactory to the City)
and hold harmless City and any and all of its officers, officials, employees, agents and volunteers
(“Indemnified Parties”) from and against any and all liability (including liability for claims,
demands, damages, obligations, suits, actions, arbitration proceedings, administrative
proceedings, regulatory proceedings, losses, expenses or costs of any kind, whether actual,
alleged or threatened, including attorneys’ fees and costs, court costs, interest, defense costs and
expert witness fees) of any nature (“Liability”), whether actual, alleged or threatened, which
arise out of, pertain to, or relate to the performance or failure to comply with this Agreement,
regardless of any fault or alleged fault of the Indemnified Parties.
1. 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.
2. The only exception to Consultant’s responsibility to indemnify,
protect, defend, and hold harmless the Indemnified Parties from Liability is due to the active
negligence or willful misconduct of City or its elective or appointive boards, officers, agents and
employees.
B. Scope of Obligation. Consultant’s duty to indemnify, protect, defend and
hold harmless as set forth in this Section 11 shall include the duty to defend (by counsel
reasonably satisfactory to the City) as set forth in California Civil Code § 2778. This
indemnification obligation is not limited in any way by any limitation on the amount or type of
damages or compensation payable by or for Consultant under worker’s compensation, disability
or other employee benefit acts or the terms, applicability or limitations of any insurance held or
provided by Consultant and shall continue to bind the parties after termination/completion of this
agreement. This indemnification shall be regardless of, and not in any way limited by, the
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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.
C. Consultant’s duty to indemnify, protect, defend and hold harmless as set
forth in this Section 11 shall not be excused because of the Consultant’s inability to evaluate
Liability, or because the Consultant evaluates Liability and determines that the Consultant is not
or may not be liable. 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 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 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 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.
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C. Prevailing Wage. Consultant and Consultant’s subcontractors (if any)
shall, to the extent required by the California Labor Code, pay not less than the latest prevailing
wage rates to workers and professionals as determined by the Director of Industrial Relations of
the State of California pursuant to California Labor Code, Part 7, Chapter 1, Article 2. Copies of
the applicable wage determination are on file at the City’s office of the City Clerk.
D. Injury and Illness Prevention Program. Consultant certifies that it is aware
of and has complied with the provisions of California Labor Code § 6401.7, which requires
every employer to adopt a written injury and illness prevention program.
E. Business Licenses. Unless exempt by law, Consultant and all
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. Confidential Information. All data, documents, discussions or other information
developed or received by or for Consultant in performance of this Agreement are confidential
and not to be disclosed to any person except as authorized by City, or as required by law.
15. Assignment; Subcontractors; Employees
A. Assignment. Consultant shall not assign, delegate, transfer, or convey its
duties, responsibilities, or interests in this Agreement or any right, title, obligation, or interest in
or to the same or any part thereof without the City’s prior written consent, which shall be in the
City’s sole discretion. Any assignment without such approval shall be void and, at the City’s
option, shall immediately cause this Agreement to terminate.
B. Subcontractors; Employees. Consultant shall be responsible for
employing or engaging all persons necessary to perform Consultant’s services hereunder. No
subcontractor of Consultant shall be recognized by the City as such; rather, all subcontractors are
deemed to be employees of Consultant, and Consultant agrees to be responsible for their
performance. Consultant shall give its personal attention to the fulfillment of the provisions of
this Agreement by all of its employees and subcontractors, if any, and shall keep the work under
its control. If any employee or subcontractor of Consultant fails or refuses to carry out the
provisions of this Agreement or appears to be incompetent or to act in a disorderly or improper
manner, it shall be discharged immediately from the work under this Agreement on demand of
the Project Manager.
16. Insurance. Without limiting Consultant’s indemnification provided herein,
Consultant shall, at its own expense, procure and maintain insurance that complies with the
requirements set forth in Exhibit C to this Agreement, which is attached hereto and incorporated
by reference. Consultant shall upon thirty (30) days’ written notice comply with any changes in
the amounts and terms of insurance as may be required from time-to-time by City’s risk
manager.
17. Termination of Agreement; Default.
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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 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 Consultant’s breach of the Agreement.
C. In the event City terminates this Agreement without cause, Consultant
shall be entitled to any compensation owed to it up to the time of such termination, it being
understood that any payments are full compensation for services rendered prior to the time of
payment.
D. Upon termination of this Agreement with or without cause, Consultant
shall turn over to the City Manager immediately any and all copies of studies, sketches,
drawings, computations, and other data, whether or not completed, prepared by Consultant or its
subcontractors, if any, or given to Consultant or its subcontractors, if any, in connection with this
Agreement. Such materials shall become the permanent property of the City. Consultant,
however, shall not be liable for the City’s use of incomplete materials nor for the City’s use of
complete documents if used for other than the project contemplated by this Agreement.
18. Suspension. The City shall have the authority to suspend this Agreement and the
services contemplated herein, wholly or in part, for such period as it deems necessary due to
unfavorable conditions or to the failure on the part of the Consultant to perform any provision of
this Agreement. Consultant will be paid for satisfactory services performed prior to the date of
suspension. During the period of suspension, Consultant shall not receive any payment for
services or expenses incurred by Consultant by reason of such suspension.
19. Merger; Amendment. This Agreement constitutes the complete and exclusive
statement of the agreement between City and Consultant and shall supersede all prior
negotiations, representations, or agreements, either written or oral. This document may be
amended only by written instrument, signed by both the City and Consultant. All provisions of
this Agreement are expressly made conditions.
20. Interpretation. This Agreement shall be interpreted as though it was a product of
a joint drafting effort, and no provisions shall be interpreted against a party on the ground that
said party was solely or primarily responsible for drafting the language to be interpreted.
21. Litigation 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
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court will not be bound by any court fee schedule, but shall, if it is in the interest of justice to do
so, award the full amount of costs, expenses, and attorneys’ fees paid or incurred in good faith.
22. Time Is of the Essence. Time is of the essence in this Agreement. Upon receipt
of a written notice from City to proceed with work required by a Task Order, Consultant shall
immediately commence work to perform the services required by that Task Order according to
the time requirements set in the Task Order.
23. Written Notification. Any notice, demand, request, consent, approval or
communication that either party desires or is required to give to the other party shall be in
writing and either served personally or sent by prepaid, first-class mail. Any such notice,
demand, etc. shall be addressed to the other party at the address set forth below. Either party
may change its address by notifying the other party in writing 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.
If to City: City Clerk
City of Rohnert Park - City Hall
130 Avram Avenue
Rohnert Park, CA 94928
If to Consultant: Development Compliance Solutions Inc.
Attn: Leonardo DePaola
110 Amber Grove, Suite 110
Chico, CA 95973
24. Consultant’s Books and Records.
A. Consultant shall maintain any and all ledgers, books of account, invoices,
vouchers, canceled checks, and other records or documents evidencing or relating to charges for
services, or expenditures and disbursements charged to City and all documents and records
which demonstrate performance under this Agreement for a minimum period of three (3) years,
or for any longer period required by law, from the date of termination or completion of this
Agreement.
B. Any records or documents required to be maintained pursuant to this
Agreement shall be made available for inspection or audit, at any time during regular business
hours, upon written request by the City Attorney, City Auditor, City Manager, or a designated
representative of any of these officers. Copies of such documents shall be provided to City for
inspection when it is practical to do so. Otherwise, unless an alternative is mutually agreed
upon, the records shall be available at Consultant’s address indicated for receipt of notices in this
Agreement.
C. The City may, by written request by any of the above-named officers,
require that custody of the records be given to the City and that the records and documents be
maintained in the City Manager's office.
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25. Agreement Is Binding. The terms, covenants, and conditions of this Agreement
shall apply to, and shall bind, the heirs, successors, executors, administrators, assigns, and
subcontractors of both parties.
26. Equal Employment Opportunity. Consultant is an equal opportunity employer
and agrees to comply with all applicable state and federal regulations governing equal
employment opportunity. Consultant will not discriminate against any employee or applicant for
employment because of race, religion, age, sex, creed, color, sexual orientation, marital status or
national origin. Consultant will take affirmative action to ensure that applicants are treated
during such employment without regard to race, religion, age, sex, creed, color, sexual
orientation, marital status, or national origin. Such action shall include, but shall not be limited
to, the following: employment, upgrading, demotion, or transfer; recruitment or recruitment
advertising; lay-offs or termination; rates of pay or other forms of compensation; and selection
for training, including apprenticeship. Consultant further agrees to post in conspicuous places,
available to employees and applicants for employment, notices setting forth the provisions of this
nondiscrimination clause.
27. Non-Exclusive Agreement. This is a non-exclusive agreement. City reserves the
right to provide, and to retain other consultants to provide, services that are the same or similar to
the services described in this Agreement.
28. City Not Obligated to Third Parties. The City shall not be obligated or liable for
payment hereunder to any party other than Consultant.
29. Remedies/Waiver. No failure on the part of either party to exercise any term,
covenant, condition, right or remedy hereunder shall operate as a waiver of any other term,
covenant, condition, right or remedy that such party may have hereunder. All remedies
permitted or available under this Agreement, or at law or in equity, are cumulative and
alternative. As a condition precedent to commencing legal action involving a claim or dispute
against the City arising from this Agreement, 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.
30. Severability. If any one or more of the provisions contained herein shall for any
reason be held to be invalid, illegal or unenforceable in any respect, then such provision or
provisions shall be deemed severable from the remaining provisions hereof, and such invalidity,
illegality, or unenforceability shall not affect any other provision hereof, and this Agreement
shall be construed as if such invalid, illegal, or unenforceable provision had not been contained
herein.
31. Exhibits. The following exhibits are attached to this Agreement and incorporated
herein by this reference:
A. Exhibit A: Scope of Work and Schedule of Performance
B. Exhibit B: Compensation
C. Exhibit C: Insurance Requirements
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32. Execution. This Agreement may be executed in several counterparts, each of
which shall constitute one and the same instrument and shall become binding upon the parties
when at least one copy hereof shall have been signed by both parties hereto. In approving this
Agreement, it shall not be necessary to produce or account for more than one such counterpart.
The parties hereby expressly agree to the use of electronic signatures, which shall be deemed to
have the same effect as an original signature.
33.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.
34.Applicable Law; Venue. This Agreement shall be construed and interpreted
according to California law. In the event that suit shall be brought by either party hereunder, the
parties agree that a trial of such action shall be held exclusively in a state court in the County of
Sonoma, California.
35. Authority. Each individual executing this Agreement on behalf of one of the
parties represents that he or she is duly authorized to sign and deliver the Agreement on behalf of
such party and that this Agreement is binding on such party in accordance with its terms.
IN WITNESS WHEREOF, City and Consultant have executed this Agreement as of the date first
above written.
CITY OF ROHNERT PARK DEVELOPMENT COMPLIANCE
SOLUTIONS INC.
By: __________________________________
Marcela Piedra, City Manager (Date)
By:
Amber DePaola, President/Secretary (Date)
Per Resolution No. 2026-______adopted by the Rohnert
Park City Council at its meeting of February 10, 2026.
By: _________________________________
Tracy Rankin, Interim Risk Manager (Date)
By: _________________________________
Betsy Howze, Finance Director (Date)
DEVELOPMENT COMPLIANCE
SOLUTIONS INC.
By:
Leo DePaola, CEO/CFO (Date)
APPROVED AS TO FORM:
By: __________________________________
City Attorney
ATTEST:
By: __________________________________
City Clerk
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1/27/2026
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DEVCOM
EXHIBIT A QUALIFICATIONS & EXPERIENCE
DEVCOM has successfully managed a range of construction projects, including municipal facilities and operational support buildings.
Our experience reflects a strong understanding of regulatory compliance, stakeholder coordination, and the practical demands of
delivering functional, long-lasting structures.
SCOPE OF SERVICES:
As a code compliance firm in California, we have individually contributed to over 30 municipalities, counties, regional and state
agencies assisting with their code compliance needs from full-service building department administration to as needed services. At
DEVCOM, we excel in delivering quality service, technical proficiency, and the level of responsiveness needed when faced with rapid
development, budget constraints, and limited resources.
DEVCOM offers a full range of Engineering, Building, Planning and Code Enforcement services including but not limited to:
• Building Plan Review • Building Inspections • Planning
• Construction Management • Administrative Support
- Project Management
- Project Scoping
- Project Bidding
- Plan Review
- Inspections
- Public outreach & presentations
- Environmental Review (NEPA/CEQA)
- Design Review
- Administrative support
Partnering with DEVCOM will provide you with immediate resources. As the demand increases, DEVCOM can supplement additional
resources as needed. The result is an efficient and cost-effective solution to provide you with a high level of expertise and customer
service.
PROJECTS COMPLETED AND CURRENTLY PROVIDING SERVICES:
DEVCOM has completed numerous projects for the following clients: The Santa Ynez band of Chumash Indians, the City of Winters,
City of Dixon, City of Santa Rosa, City of Mount Shasta, City of Shasta Lake, City of Redding, City of Dunsmuir, City of Healdsburg, City
of Corning, and the Counties of Tehama and Sonoma, as well as private developers such as CSW Land (for Landmark Hotels), Bill
Webb Homes, and Russell Galloway Associates and countless owner/builders.
DEVCOM would like to assure your agency that our firm has the facilities, ability, experience and financial resources to provide the
services outlined in this proposal in a satisfactory and timely manner.
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DEVCOM
ADDITIONAL SERVICES
With DEVCOM staff’s years of code compliance experience, we have a thorough understanding of the codes, and their intent. This
allows us to offer a creative approach to project completion while upholding the code requirements, and assisting with
administration, technology support, and technical resources regarding local, State and Federal codes.
ADDITIONAL PROFESSIONAL SERVICES AS NEEDED:
DEVCOM can offer additional professional services that may be needed.
Additional services available as follows:
•Building Official • Code Enforcement • Permitting/Processing
• Fire Plan Review • Fire Inspections • Software updates and implementation assistance
CUSTOMER SERVICE
As a local Northern California firm, DEVCOM’s focus is building strong relationships with our clients and yours.
DEVCOM will meet your needs by acting on behalf of you and your staff, providing fully qualified and eager customer service and
technical support for all positions and duties. DEVCOM will meet your needs by being an extension of your department, acting on
behalf of you and your staff, providing fully qualified and eager customer service and technical support for all positions and duties.
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DEVCOM
EXHIBIT B CURRENT FEES (7/1/2025-6/30/2026)
REMOTE/OFFSITE BUILDING PLAN REVIEW TO BE PROVIDED AT 55% OF ALL APPLICABLE FEES
BUILDING SCOPE
Staff Classification Hourly Rate
Project Manager $195.00
Principal Planner $185.00
Plan Review Engineer $205.00
Plans Examiner $169.00
Sr. Building Inspector $144.00
Building Inspector I-II $125.00
Permit Tech. $95.00
Administration $75.00
CASp $165.00
CIVIL SCOPE
Staff Classification Hourly Rate
Project Manager $215.00
Review Engineer $205.00
Construction Inspector $165.00
Technician $105.00
Administration $75.00
CASp $165.00
FIRE SCOPE
Staff Classification Hourly Rate
Fire Marshal $235.00
Fire Protection Engineer $205.00
Fire Plans Examiner $169.00
Residential Fire Inspector $144.00
Technician $95.00
Administration $75.00
CASp $165.00
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DEVCOM
PLANNING SCOPE
Staff Classification Hourly Rate
Principal Planner $195.00
Environmental Planner $195.00
Senior Planner $165.00
Associate Planner $135.00
Planner Tech. $95.00
INVOICING:
Off site plan review to be invoiced following first plan review/comments
Minimum off site project plan review charge: $250
Fees for services to be invoiced monthly
Terms are NET 30 Days from receipt of invoice
REIMBURSABLE EXPENSES:
Reimbursable expenses for travel, printing, shipping and other direct project reimbursable items shall be negotiated between the City
and DEVCOM. No reimbursable expenses will be billed without approval by the City. Reimbursement for employee vehicle mileage
used in connection with work will be at the current IRS rate.
Pricing assumes that this contract is non-prevailing – for any prevailing wage projects, DEVCOM will adjust rates to account for
California Prevailing Wage requirements.
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Exhibit C
OAK #4862-8048-1163 (Rev 10-23)
EXHIBIT C
INSURANCE REQUIREMENTS for Consulting 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
a 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 a 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 a limit no less than $2,000,000 per occurrence or claim,
$2,000,000 aggregate.
If 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 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).
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Exhibit C
OAK #4862-8048-1163 (Rev 10-23)
Primary Coverage
For any claims related to this contract, 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 in 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
written 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 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
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; and
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, Consultant must
purchase “extended reporting” coverage for a minimum of five (5) years after completion
of contract work.
Verification of Coverage
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Exhibit C
OAK #4862-8048-1163 (Rev 10-23)
Consultant shall furnish the City with original Certificates of Insurance including all required
amendatory endorsements (or copies of the applicable policy language effecting coverage
required by this clause) and a copy of the Declarations and Endorsement Page of the CGL policy
listing all policy endorsements to City before work begins. However, failure to obtain the
required documents prior to the work beginning shall not waive 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.
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CERTIFICATE OF CONSULTANT
I HEREBY CERTIFY that I am the __________________________________, and a
duly authorized representative of the firm of _____________________________________,
whose address is ______________________________________________________, and that
neither I nor the above firm I here represent has:
a) Employed or retained for a commission, percentage, brokerage, contingent
fee, or other consideration, any firm or person (other than a bona fide
employee working solely for me or the above consultant) to solicit to
secure this Agreement.
b) Agreed, as an express or implied condition for obtaining this contract, to
employ or retain the services of any firm or person in connection with
carrying out the Agreement; or
c) Paid, or agreed to pay, to any firm, organization or person (other than a
bona fide employee working solely for me or the above consultant) any
fee, contribution, donation, or consideration of any kind for, or in
connection with, procuring or carrying out the Agreement;
Except as here expressly stated (if any);
I acknowledge that this certificate is subject to applicable State and Federal laws, both
criminal and civil.
_________________ ___________________________________
Date Signature
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110 Amber Grove Dr. Ste 110, Chico CA 95973
Owner & Secretary
Development Compliance Solutions
OAK #4862-8048-1163 (Rev 10-23)
MASTER AGREEMENT FOR CONSULTANT SERVICES
This MASTER AGREEMENT FOR CONSULTANT SERVICES (“Agreement”) is
entered into as of the 10th day of February, 2026, by and between the City of Rohnert Park
(“City”), a California municipal corporation, and EBA Engineering (“Consultant”), a California
corporation, with reference to the following facts, understandings and intentions.
Recitals
WHEREAS, City desires to obtain services designated in Exhibit A; and
WHEREAS, Consultant hereby warrants to City that Consultant is skilled and able to
provide such services described in Section 3 of this Agreement; and
WHEREAS, City desires to retain Consultant pursuant to this Agreement to provide the
services described in Section 3 of this Agreement, subject to the terms and conditions of this
Agreement
Agreement
NOW, THEREFORE, in consideration of their mutual covenants, the parties hereto agree
as follows:
1.Incorporation of Recitals. The recitals and all defined terms set forth above are
hereby incorporated into this Agreement as if set forth herein in full.
2.Project Coordination. Authorized representatives shall represent City and
Consultant in all matters pertaining to this Agreement.
A.City. The City Manager or his/her designee shall represent City for all
purposes under this Agreement, except where approval for the City is specifically required by the
City Council. The CIP Program Manager is hereby designated as the project manager (“Project
Manager”). The Project Manager shall supervise the progress and execution of this Agreement.
B.Consultant. Consultant shall assign Damon Morelli to have overall
responsibility for the progress and execution of this Agreement for Consultant.
3.Scope and Performance of Services
A.Scope of Services. Subject to such policy direction and approvals as City
may determine from time to time, Consultant shall perform the type of services generally set out
in the Scope of Work attached hereto as Exhibit A and incorporated herein by reference.
Consultant shall be assigned to provide particular services pursuant to the requirements of a task
order that has been issued in conformance with the City’s Purchasing Policy (“Task Order”)
executed by Consultant and City.
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
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executed agreement from City and obtaining and delivering the required insurance coverage, and
satisfactory evidence thereof, to City. Consultant shall perform its services in accordance with
the schedule attached to the Task Order. Any changes to these dates in either this Section 3 or
the Task Order shall be approved in writing by the Project Manager.
C. Standard of Quality. City relies upon the professional ability of
Consultant as a material inducement to entering into this Agreement. All work performed by
Consultant under this Agreement shall be performed (1) with due diligence, using its best efforts
to perform and coordinate all activities in a timely manner; (2) in accordance with all applicable
legal requirements; and (3) with the standard of quality ordinarily 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: (1) for services provided
directly under this Agreement be at the rate and schedules more particularly described in Exhibit
B, attached hereto and incorporated by this reference; or (2) for services authorized by Task
Orders, be at the rate and schedules specified by said Task Order. However, in no event shall the
amount City pays to Consultant for services provided directly under this Agreement exceed
fifteen thousand dollars ($15,000.00); nor shall the amount City pays to Consultant for work
done by Task Order exceed the total compensation specified by the Task Order. City’s
obligation to pay compensation to Consultant as provided herein is contingent upon Consultant’s
compliance with the terms and conditions of this Agreement and any amendments thereto.
Payment by City under this Agreement shall not be deemed a waiver of unsatisfactory work,
even if such defects were known to the City at the time of payment.
B. Timing of Payment. City shall pay Consultant as compensation in full for
such services and expenses for the different elements of the scope of work as follows:
(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.
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C. Changes in Compensation. Consultant will not undertake any work that
will incur costs in excess of the amount set forth in Section 4(A) of this Agreement without prior
written amendment to this Agreement. City shall have the right to amend the Scope of Work
within the Agreement by written notification to the Consultant. In such event, the compensation
and time of performance shall be subject to renegotiation upon written demand of either party to
the Agreement. Consultant shall not commence any work exceeding the Scope of Work without
prior written authorization from the City. Failure of the Consultant to secure City’s written
authorization for extra or changed work shall constitute a waiver of any and all right to
adjustment in the contract price or time due, whether by way of compensation, restitution,
quantum meruit, etc. for work done without the appropriate City authorization.
D. Taxes. Consultant shall pay all taxes, assessments and premiums under
the federal Social Security Act, any applicable unemployment insurance contributions, Workers
Compensation insurance premiums, sales taxes, use taxes, personal property taxes, or other taxes
or assessments now or hereafter in effect and payable by reason of or in connection with the
services to be performed by Consultant.
E. No Overtime or Premium Pay. Consultant shall receive no premium or
enhanced pay for work normally understood as overtime, i.e., hours that exceed forty (40) hours
per work week, or work performed during non-standard business hours, such as in the evenings
or on weekends. Consultant shall not receive a premium or enhanced pay for work performed on
a recognized holiday. Consultant shall not receive paid time off for days not worked, whether it
be in the form of sick leave, administrative leave, or for any other form of absence.
F. Litigation Support. Consultant agrees to testify at City’s request if
litigation is brought against City in connection with Consultant’s work product. Unless the
action is brought by Consultant or is based upon Consultant’s negligence, City will compensate
Consultant for the preparation and the testimony at Consultant’s standard hourly rates, if
requested by City and not part of the litigation brought by City against Consultant.
5. Term. The term of this Agreement shall commence on the date of its execution
by both parties and shall continue in full force and effect until December 31, 2029, unless earlier
terminated in accordance with this Agreement. Notwithstanding the foregoing, this Agreement
may be extended for successive one-year term(s) upon mutual, written approval by the City
Manager or his/her designee and Consultant. Work authorized by a separate Task Order as
contemplated by this Agreement shall be performed in accordance with the schedule set forth in
the Task Order.
6. Inspection. Consultant shall furnish City with every reasonable opportunity for
City to ascertain that the services of Consultant are being performed in accordance with the
requirements and intentions of this Agreement. All work done and all materials furnished, if
any, shall be subject to the Project Manager’s inspection and approval. The inspection of such
work shall not relieve Consultant of any of its obligations to fulfill the Agreement as prescribed.
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,
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prepared or obtained by the Consultant under the Agreement shall be vested in City, none of
which shall be used in any manner whatsoever, by any person, firm, corporation, or agency
without the expressed written consent of the City. Consultant shall assume no responsibility for
the unintended use by others of such final work products which are not related to the scope of the
services described under this Agreement. Basic survey notes and sketches, charts, computations,
and other data prepared or obtained under the Agreement shall be made available, upon request,
to City without restriction or limitations on their use. Consultant may retain copies of the above-
described information but agrees not to disclose or discuss any information gathered, discussed
or generated in any way through this Agreement without the written permission of City during
the term of this Agreement, unless required by law.
8. Employment of Other Consultants, Specialists or Experts. Consultant will not
employ or otherwise incur an obligation to pay other consultants, specialists or experts for
services in connection with this Agreement without the prior written approval of the City.
9. Conflict of Interest Requirements.
A. Consultant covenants and represents that neither it, nor any officer or
principal of its firm, has, or shall acquire any investment, income, business entity, interest in real
property, or other interest, directly or indirectly, which would conflict in any manner with the
interests of City, hinder Consultant’s performance of services under this Agreement, or be
affected in any manner or degree by performance of Consultant’s services hereunder. Consultant
further covenants that in the performance of the Agreement, no person having any such interest
shall be employed by it as an officer, employee, agent, or subcontractor without the express
written consent of the City. Consultant agrees at all times to avoid conflicts of interest, or the
appearance of any conflicts of interest, with the interests of the City in the performance of the
Agreement.
B. Consultant is not a designated employee within the meaning of the
Political Reform Act because Consultant:
(1) will not have the power to make any governmental decision,
including whether to: approve any rates, rules, regulations, policies, standards, or guidelines of
the City or any of its subdivisions; adopt or enforce any laws; issue, deny, suspend, or revoke
any permit, license, application, certificate, order, or any similar authorization or entitlement;
authorize, modify, or renew any form of City contract; grant approval to any City contract
specifications on behalf of the City; or grant City approval for any plans, designs, reports, or
similar; and
(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” includes 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
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(3) will not perform the same duties for the City that would otherwise
be performed by a staff member required to report under the City’s conflict of interest code.
(2 Cal. Code Regs. § 18700.3.)
10. Liability of Members and Employees of City. No member of the City and no
other officer, elected official, employee or agent of the City shall be personally liable to
Consultant or otherwise in the event of any default or breach of the City, or for any amount
which may become due to Consultant or any successor in interest, or for any obligations directly
or indirectly incurred under the terms of this Agreement. To the maximum extent permitted by
law, the City shall have no liability or responsibility for any accident, loss, or damage to any
work performed under this Agreement whether prior to its completion or acceptance or
otherwise.
11. Indemnity.
A. Indemnification. To the fullest extent permitted by law, Consultant shall,
at its own expense, indemnify, protect, defend (by counsel reasonably satisfactory to the City)
and hold harmless City and any and all of its officers, officials, employees, agents and volunteers
(“Indemnified Parties”) from and against any and all liability (including liability for claims,
demands, damages, obligations, suits, actions, arbitration proceedings, administrative
proceedings, regulatory proceedings, losses, expenses or costs of any kind, whether actual,
alleged or threatened, including attorneys’ fees and costs, court costs, interest, defense costs and
expert witness fees) of any nature (“Liability”), whether actual, alleged or threatened, which
arise out of, pertain to, or relate to the performance or failure to comply with this Agreement,
regardless of any fault or alleged fault of the Indemnified Parties.
1. 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.
2. The only exception to Consultant’s responsibility to indemnify,
protect, defend, and hold harmless the Indemnified Parties from Liability is due to the active
negligence or willful misconduct of City or its elective or appointive boards, officers, agents and
employees.
B. Scope of Obligation. Consultant’s duty to indemnify, protect, defend and
hold harmless as set forth in this Section 11 shall include the duty to defend (by counsel
reasonably satisfactory to the City) as set forth in California Civil Code § 2778. This
indemnification obligation is not limited in any way by any limitation on the amount or type of
damages or compensation payable by or for Consultant under worker’s compensation, disability
or other employee benefit acts or the terms, applicability or limitations of any insurance held or
provided by Consultant and shall continue to bind the parties after termination/completion of this
agreement. This indemnification shall be regardless of, and not in any way limited by, the
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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.
C. Consultant’s duty to indemnify, protect, defend and hold harmless as set
forth in this Section 11 shall not be excused because of the Consultant’s inability to evaluate
Liability, or because the Consultant evaluates Liability and determines that the Consultant is not
or may not be liable. 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 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 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 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.
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C. Prevailing Wage. Consultant and Consultant’s subcontractors (if any)
shall, to the extent required by the California Labor Code, pay not less than the latest prevailing
wage rates to workers and professionals as determined by the Director of Industrial Relations of
the State of California pursuant to California Labor Code, Part 7, Chapter 1, Article 2. Copies of
the applicable wage determination are on file at the City’s office of the City Clerk.
D. Injury and Illness Prevention Program. Consultant certifies that it is aware
of and has complied with the provisions of California Labor Code § 6401.7, which requires
every employer to adopt a written injury and illness prevention program.
E. Business Licenses. Unless exempt by law, Consultant and all
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. Confidential Information. All data, documents, discussions or other information
developed or received by or for Consultant in performance of this Agreement are confidential
and not to be disclosed to any person except as authorized by City, or as required by law.
15. Assignment; Subcontractors; Employees
A. Assignment. Consultant shall not assign, delegate, transfer, or convey its
duties, responsibilities, or interests in this Agreement or any right, title, obligation, or interest in
or to the same or any part thereof without the City’s prior written consent, which shall be in the
City’s sole discretion. Any assignment without such approval shall be void and, at the City’s
option, shall immediately cause this Agreement to terminate.
B. Subcontractors; Employees. Consultant shall be responsible for
employing or engaging all persons necessary to perform Consultant’s services hereunder. No
subcontractor of Consultant shall be recognized by the City as such; rather, all subcontractors are
deemed to be employees of Consultant, and Consultant agrees to be responsible for their
performance. Consultant shall give its personal attention to the fulfillment of the provisions of
this Agreement by all of its employees and subcontractors, if any, and shall keep the work under
its control. If any employee or subcontractor of Consultant fails or refuses to carry out the
provisions of this Agreement or appears to be incompetent or to act in a disorderly or improper
manner, it shall be discharged immediately from the work under this Agreement on demand of
the Project Manager.
16. Insurance. Without limiting Consultant’s indemnification provided herein,
Consultant shall, at its own expense, procure and maintain insurance that complies with the
requirements set forth in Exhibit C to this Agreement, which is attached hereto and incorporated
by reference. Consultant shall upon thirty (30) days’ written notice comply with any changes in
the amounts and terms of insurance as may be required from time-to-time by City’s risk
manager.
17. Termination of Agreement; Default.
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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 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 Consultant’s breach of the Agreement.
C.In the event City terminates this Agreement without cause, Consultant
shall be entitled to any compensation owed to it up to the time of such termination, it being
understood that any payments are full compensation for services rendered prior to the time of
payment.
D.Upon termination of this Agreement with or without cause, Consultant
shall turn over to the City Manager immediately any and all copies of studies, sketches,
drawings, computations, and other data, whether or not completed, prepared by Consultant or its
subcontractors, if any, or given to Consultant or its subcontractors, if any, in connection with this
Agreement. Such materials shall become the permanent property of the City. Consultant,
however, shall not be liable for the City’s use of incomplete materials nor for the City’s use of
complete documents if used for other than the project contemplated by this Agreement.
18. Suspension. The City shall have the authority to suspend this Agreement and the
services contemplated herein, wholly or in part, for such period as it deems necessary due to
unfavorable conditions or to the failure on the part of the Consultant to perform any provision of
this Agreement. Consultant will be paid for satisfactory services performed prior to the date of
suspension. During the period of suspension, Consultant shall not receive any payment for
services or expenses incurred by Consultant by reason of such suspension.
19.Merger; Amendment. This Agreement constitutes the complete and exclusive
statement of the agreement between City and Consultant and shall supersede all prior
negotiations, representations, or agreements, either written or oral. This document may be
amended only by written instrument, signed by both the City and Consultant. All provisions of
this Agreement are expressly made conditions.
20.Interpretation. This Agreement shall be interpreted as though it was a product of
a joint drafting effort, and no provisions shall be interpreted against a party on the ground that
said party was solely or primarily responsible for drafting the language to be interpreted.
21.Litigation 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
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court will not be bound by any court fee schedule, but shall, if it is in the interest of justice to do
so, award the full amount of costs, expenses, and attorneys’ fees paid or incurred in good faith.
22. Time Is of the Essence. Time is of the essence in this Agreement. Upon receipt
of a written notice from City to proceed with work required by a Task Order, Consultant shall
immediately commence work to perform the services required by that Task Order according to
the time requirements set in the Task Order.
23. Written Notification. Any notice, demand, request, consent, approval or
communication that either party desires or is required to give to the other party shall be in
writing and either served personally or sent by prepaid, first-class mail. Any such notice,
demand, etc. shall be addressed to the other party at the address set forth below. Either party
may change its address by notifying the other party in writing 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.
If to City: City Clerk
City of Rohnert Park - City Hall
130 Avram Avenue
Rohnert Park, CA 94928
If to Consultant: EBA Engineering
Attn: Damon Morelli
825 Sonoma Avenue
Santa Rosa, CA 95404
24. Consultant’s Books and Records.
A. Consultant shall maintain any and all ledgers, books of account, invoices,
vouchers, canceled checks, and other records or documents evidencing or relating to charges for
services, or expenditures and disbursements charged to City and all documents and records
which demonstrate performance under this Agreement for a minimum period of three (3) years,
or for any longer period required by law, from the date of termination or completion of this
Agreement.
B. Any records or documents required to be maintained pursuant to this
Agreement shall be made available for inspection or audit, at any time during regular business
hours, upon written request by the City Attorney, City Auditor, City Manager, or a designated
representative of any of these officers. Copies of such documents shall be provided to City for
inspection when it is practical to do so. Otherwise, unless an alternative is mutually agreed
upon, the records shall be available at Consultant’s address indicated for receipt of notices in this
Agreement.
C. The City may, by written request by any of the above-named officers,
require that custody of the records be given to the City and that the records and documents be
maintained in the City Manager's office.
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25. Agreement Is Binding. The terms, covenants, and conditions of this Agreement
shall apply to, and shall bind, the heirs, successors, executors, administrators, assigns, and
subcontractors of both parties.
26. Equal Employment Opportunity. Consultant is an equal opportunity employer
and agrees to comply with all applicable state and federal regulations governing equal
employment opportunity. Consultant will not discriminate against any employee or applicant for
employment because of race, religion, age, sex, creed, color, sexual orientation, marital status or
national origin. Consultant will take affirmative action to ensure that applicants are treated
during such employment without regard to race, religion, age, sex, creed, color, sexual
orientation, marital status, or national origin. Such action shall include, but shall not be limited
to, the following: employment, upgrading, demotion, or transfer; recruitment or recruitment
advertising; lay-offs or termination; rates of pay or other forms of compensation; and selection
for training, including apprenticeship. Consultant further agrees to post in conspicuous places,
available to employees and applicants for employment, notices setting forth the provisions of this
nondiscrimination clause.
27. Non-Exclusive Agreement. This is a non-exclusive agreement. City reserves the
right to provide, and to retain other consultants to provide, services that are the same or similar to
the services described in this Agreement.
28. City Not Obligated to Third Parties. The City shall not be obligated or liable for
payment hereunder to any party other than Consultant.
29. Remedies/Waiver. No failure on the part of either party to exercise any term,
covenant, condition, right or remedy hereunder shall operate as a waiver of any other term,
covenant, condition, right or remedy that such party may have hereunder. All remedies
permitted or available under this Agreement, or at law or in equity, are cumulative and
alternative. As a condition precedent to commencing legal action involving a claim or dispute
against the City arising from this Agreement, 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.
30. Severability. If any one or more of the provisions contained herein shall for any
reason be held to be invalid, illegal or unenforceable in any respect, then such provision or
provisions shall be deemed severable from the remaining provisions hereof, and such invalidity,
illegality, or unenforceability shall not affect any other provision hereof, and this Agreement
shall be construed as if such invalid, illegal, or unenforceable provision had not been contained
herein.
31. Exhibits. The following exhibits are attached to this Agreement and incorporated
herein by this reference:
A. Exhibit A: Scope of Work and Schedule of Performance
B. Exhibit B: Compensation
C. Exhibit C: Insurance Requirements
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32. Execution. This Agreement may be executed in several counterparts, each of
which shall constitute one and the same instrument and shall become binding upon the parties
when at least one copy hereof shall have been signed by both parties hereto. In approving this
Agreement, it shall not be necessary to produce or account for more than one such counterpart.
The parties hereby expressly agree to the use of electronic signatures, which shall be deemed to
have the same effect as an original signature.
33.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.
34.Applicable Law; Venue. This Agreement shall be construed and interpreted
according to California law. In the event that suit shall be brought by either party hereunder, the
parties agree that a trial of such action shall be held exclusively in a state court in the County of
Sonoma, California.
35. Authority. Each individual executing this Agreement on behalf of one of the
parties represents that he or she is duly authorized to sign and deliver the Agreement on behalf of
such party and that this Agreement is binding on such party in accordance with its terms.
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) (Date)
Per Resolution No. 2026-______adopted by the Rohnert
Park City Council at its meeting of February 10, 2026.
By: _________________________________
Tracy Rankin, Interim Risk Manager (Date)
By: _________________________________
Betsy Howze, Finance Director (Date)
EBA ENGINEERING
By:
Nazar Elijumaily, Secretary/Treasurer
EBA ENGINEERING
By:
Damon Morelli, VP/Principal Engineer (Date)
APPROVED AS TO FORM:
By: __________________________________
City Attorney
ATTEST:
By: __________________________________
City Clerk
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1/27/2026
1/29/2026
----
24
A I SCOPE OF SERVICES
46+
YEARS OF
PROFESSIONAL
EXPERIENCE
RESULTS-FOCUSED
& RESPONSIVE TO
CLIENT NEEDS
COST EFFICIENT
&BUDGET
CONSCIOUS
FIRM PROFILE
EBA Engineering (EBA) is a multi-disciplinary firm based in Santa Rosa ,
California, with recognized expertise in the fields of:
► Civil Engineering & Land Surveying
► Environmental Assessments & Compliance EBA
► Stormwater Management ._,_,..__,;,;EN.:.;G::_:I NEERI NG
► Construction Management & Inspection
► Geologic & Hydrogeologic Services
► Soil & Groundwater Remediation
Since 1979, EBA's staff of licensed engineers, geologists , and environmental
professionals have worked together to provide a comprehensive range of
engineering and environmental services to deliver sustainable solutions for
an evolving world.
CIVIL ENGINEERING & LAND SURVEYING
EBA is experienced in planning , designing, and permitting of public
facilities and infrastructure projects . Services encompass all aspects of the
development process including site planning and layout ; topographic and
boundary surveys ; alternative design development ; design development and
construction document preparation; design of roads, utility replacements ,
asphalt and concrete pavement sections; grading and drainage design
including Low Impact Design (LID) strategy implementation into site designs ;
Leadership in Energy and Environmental Design (LEED) documentation
support; preparation of erosion and sediment control plans and storm water
pollution prevention plans for both industrial and construction activities ;
construction cost estimating ; and construction administration services .
ENVIRONMENTAL ASSESSMENTS & COMPLIANCE
EBA's environmental engineering professionals provide California
Environmental Quality Act (CEQA) and National Environmental Policy
Act (NEPA) environmental review; oversight of Phase I through Phase
IV Environmental Site Assessments (ESA); pre-construction hazardous
materials assessments ; Brownfields redevelopment ; soil and groundwater
characterization and remediation; subsurface and vapor intrusion assessment
and abatement ; landfill sampling, monitoring and reporting ; regulatory
permitting ; and land use development studies.
12
EXHIBIT A
Docusign Envelope ID: EF1A6639-49C5-45BC-B0A8-B0B3615FD789
CONSTRUCTION MANAGEMENT
As .a construction manager, EBA acts as the client's agent to manage and administer the contract and
to ensure the contractual obligations required of the Contractor are continually and fully met, such as
employing measures to ensure compliance with applicable permits and environmental regulations, and
maintenance of access, site safety and other services that will occur concurrent with the work .
EBA's construction management staff is comprised of civil engineers and construction industry
professionals who have extensive experience in both design and construction phase services associated
with infrastructure projects.
Construction management correctly applied is critical to a project's success . EBA's team of highly
qualified professionals bring the right combination of skill and experience necessary to successfully
manage the delivery of this project.
STORMWATER MANAGEMENT
EBA's stormwater management services include Stormwater Pollution Prevention Plan (SWPPP)
development, implementation, and compliance-related consulting services for construction projects and
industrial facilities . EBA is well-known for our stormwater expertise in Northern California. Our long
history of supporting large, on-call stormwater contracts for major municipalities and industrial facilities
has allowed our staff to forge long-term relationships with clients and regulators, working together to
address new and challenging problems while learning valuable lessons on how to create and sustain
effective monitoring programs .
GEOLOGIC & HYDROGEOLOGIC SERVICES
EBA's licensed geologists, hydrogeologists, and engineering professionals combine efficient and accurate
field measurements with hydrology, hydraulics, and modeling to build an understanding of subsurface
conditions and identify high-grade infrastructure design alternatives and opportunities for future projects.
EBA is significantly experienced in conducting hydrogeologic investigations including water well siting,
permitting , well interference studies , potential stream flow interaction calculations, and groundwater flow
modeling .
SOIL & GROUNDWATER REMEDIATION
EBA is experienced identifying, designing, constructing and operating efficient, feasible and cost-
effective remediation alternatives for a specific site . The identification of the most technically and
economically feasible means for site remediation methods is typically evaluated using a variety of
treatment methodologies and processes supplemented by EBA's experience with cost estimates for
remediation projects.
Site remediation techniques are site-specific and contaminant-specific activities designed to contain,
control or eliminate contamination that could have an adverse environmental impact and restore
environmentally degraded sites to acceptable conditions.
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A
CORPORATE OFFICERS
Nazar Eljumaily, President
Damon Morelli, Vice President/
Principal Engineer
David Noren, Vice President /
Environmental Services Manager
Matthew Earnshaw, Vice President/
Geological Services Manager
PRIMARY CONTACT
Damon Morelli, PE 63621
Vice President/ Principal Engineer
T: 707.544.0784, ext. 130
E: dmorelli@ebagroup.com
EsA)
---.:::!:1--..:,E~NG::::..I NEERING
EBA ENGINEERING
825 Sonoma Avenue
Santa Rosa, CA 95404
707 .544 .0784
ORGANIZATION & LICENSES
Year Established: 1979
Years in Business: 46
California Corporation, 1988
(formerly a Partnership 1979 -1988)
California Licensed Contractor
(Class A-HAZ, License No. 662725)
Certified Small Business Enterprise
No.43664
SERVICES
► Civil Engineering
► Surveying
► CEQA/NEPA Environmental Review
► Environmental Services
► Site Assessments
► Remediation
► Field Services
► Water Resource Management
► Groundwater Evaluation & Modeling
► Facility Planning/ Master Planning
► Landfill Engineering
► Landfill Gas Engineering
► Material Recovery Facilities
► Transfer Stations
► Composting Facilities
► Geologic Engineering
► Construction Management Services
TEAM MEMBERS* I 30
► Professional Civil Engineers I 5
► Professional Land Surveyor I 1
► Land Surveyor Technicians I 3
► Qualified SWPPP Developers I 4
► Qualified SWPPP Practitioners I 2
► Qualified Industrial SWPPP Practitioners I 2
► Certified Engineering Geologists I 3
► Professional Geologists I 5
► Certified Hydrogeologists I 3
► Registered Environmental Assessors I 4
► CEQA Practitioner I 1
► Environmental and Engineering Staff I 7
► LEED Accredited Professionals I 1
► Engineer-in-Training I 2
► Geologist-in-Training I 1
► Administrative / Support Staff I 4
► Systems Manager I 1
* Some staff are professionally certified in more than one discipline
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CIVIL ENGINEERING & LAND SURVEYING
EBA Engineering's civil expertise encompasses land development
and surveying , site planning and engineering , and geotechnical
evaluations on commercial, industrial, residential, and multi-use
projects. Projects range from fully urban, where all public utilities are
available, to development of on-site water supply and fire protection
systems or on-site sewage disposal systems . We also provide field
and construction administration services .
Services include :
Sustainable Land Development & Site Engineering Design
► Grading Plans
► Flood Control Systems
► Parking Areas
► Domestic Water Systems
► Fire Protection Distribution Systems
► Sewer Systems
► Drainage Facilities Designed for Site-Specific Conditions
► Storm Water Management Systems
► Storm Drain Systems
► Retention Basins
► Erosion and Sediment Control
► Overland Flow and Surface Drainage Management
Geotechnical Services
► Hillside Developments
► Excavation and Benching
► Site Stability
► Basis of Design for Building Pads, Side Hill Road Access, and
Subsurface Utility Placement
► Surface Soil Erodibility Assessments
EBA
~--..,;E~N,:G;_.' IN EE RING
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A
CIVIL ENGINEERING & LAND SURVEYING
Roadway and Utility Design
► Fully Urban Public Utilities
► Rural Development of On-site Water Supply and Fire
Protection Systems
► On-site Sewage Disposal Systems.
► Highway Access Design
► Public Roadways for Residential and Industrial Use
► Private Drives for Residential and Agricultural Use
Field & Construction Administration Services
► On-Site Surveying
► Bathymetric/hydrographic, LiDAR, and drone surveys.
► Field and Land Surveys
► Topographic Maps
► Well Location
► Construction Staking
► Bid Assistance
► Civil Inspection
► Contractor Coordination
► Construction Submittal Management
► Construction Field Observation
► Project Mobilization Assistance
► Constructibility Reviews
► As-Built Plan Preparation
► Construction Report Preparation
► Facilitate and conduct pre-construction meetings.
► Ensure contractor(s) compliance with applicable laws.
► Agency Policy implementation.
► Progress payment request review and processing.
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0 I
ENVIRONMENTAL ASSESSMENTS & COMPLIANCE
Environmental engineering not only protects people from the effects of
adverse environmental conditions, such as pollution and contamination,
but also improves the quality of the environment. EBA's diverse staff
of environmental, civil, stormwater, and remediation professionals
offer a full suite of options to deliver development-ready sites from due
diligence through to regulatory closure. Our integrated services range
from data collection and development of remediation cost estimates
to implementation of the final approach during construction. EBA's
process involves collaboration to transform a contaminated property
into a mitigated site ready for development.
Services include:
► Environmental Site Assessments including CEQA, NEPA, and
Phase I through IV ESAs
► Environmental Permitting & Compliance including wastewater,
groundwater and stormwater compliance; Brownfield
redevelopment; and hazardous materials management
► Pre-construction Hazardous Materials Assessments
► Site Remediation
► Subsurface and Vapor Intrusion Assessment and Abatement
► Feasibility Testing
► Closure Activities
► Regulatory Permitting
► Land Use Development Studies
► Underground Storage Tank (UST) Investigation
► UST Cleanup Fund Assistance
Most environmental services projects require engineering support,
which is provided by our well-qualified, knowledgeable surveying and
engineering staff.
Additionally, EBA has provided on-call environmental services for
numerous municipal and private clients. Our long-standing relationships
with these and other local governing regulatory agencies have proven
beneficial in accelerating tasks and projects toward completion within
a reasonable time frame.
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CONSTRUCTION MANAGEMENT & INSPECTION
As a construction manager, EBA acts as the client's agent
to manage and administer the contract and to ensure the
contractual obligations required of the Contractor are continually
and fully met, such as employing measures to ensure compliance
with applicable permits and environmental regulations, and
maintenance of access, site safety and other services that will
occur concurrent with the work.
EBA's construction management staff is comprised of civil
engineers and construction industry professionals who have
extensive experience in both design and construction phase
services associated with infrastructure projects.
Construction management services begin with a firm
understanding of the construction contract documents and
continue with the application of organizational skills that
document and guide the project to successful completion.
Additionally, our field personnel have a calm demeanor that is
regularly demonstrated in their one-on-one interactions with
the Contractor, which encourages a cooperative and respectful
atmosphere, leading to better working relationships with positive
outcomes even when disagreements arise.
Timely engagement with the Contractor on issues such as
progress payment negotiation, change order requests and
worksite safety is an important element in an overall approach
that seeks to promptly answer Contractor questions and stave
off problems before they develop. While it is the Contractor's
role to complete the work, it is the Construction Manager's role
to assure that the project is built as stipulated per the contract
documents, in a safe manor, while assuring the client receives
full value for the work specified with minimal surprises.
Construction management correctly applied is critical to a
project's success. EBA's team of highly qualified professionals
bring the right combination of skill and experience necessary to
successfully manage the delivery of this project.
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STORMWATER MANAGEMENT
EBA is well-known for our stormwater expertise in Northern
California. Our services include SWPPP development,
implementation, and compliance-related consulting services
for construction projects and industrial businesses. Our long
history of supporting large, on-call stormwater contracts for
major municipalities has allowed our staff to forge long-term
relationships with clients, working together to address new and
challenging problems while learning valuable lessons on how
to sustain effective programs.
EBA currently provides ongoing SWPPP implementation
services for multiple industrial facilities and construction
projects in Northern California.
Services include:
► Hydrology and Hydraulics Modeling
► SWPPPs for Construction Activities
► SWPPPs for Industrial Facilities
► Industrial and Construction SWPPP Implementation
including Sampling and Analytical Testing
► Stormwater Drainage Infrastructure Design
► Stormwater Inspections and Monitoring
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A I
STAFFING WORKLOAD
EBA's current workload is flexible, and we are able to perform
required tasks in a timely manner without disrupting or missing
any scheduled deadlines . We maintain a staffing team available to
perform engineering and environmental services on multiple projects
concurrently.
EBA takes pride in our ability to meet budgets and schedules. By
utilizing senior staff who have the experience and capacity to clearly
develop project tasks and drive the project schedule through self-
performance , we can deliver on our promises . Our skilled Project
Managers typically work on short notice and under tight time
constraints to deliver successful results.
PROJECT MANAGEMENT
EBA understands the balance of delivering high-quality services
with the efficient use of time and budget. EBA's professional team
is committed to implementing innovative , cost-saving methods ,
consistently meeting budget needs and schedule deadlines . Project
management is extremely important in adhering to technical and
schedule requirements and ensuring proper coordination with the
various components and disciplines engaged on a comprehensive
project.
The key to reducing costs is accomplishing the job the right way, the
first time . EBA draws on our significant infrastructure to supply the
best team resources to achieve each project 's specific needs. EBA
sources the highest caliber staff and ensures their skills are furnished
with the most current technology and equipment. Our office is fully
outfitted with networked computer hardware and up-to-date software
for data analysis and calculations, computer-aided drafting (CAD),
document production, file, and document management. EBA supplies
our field engineers and technicians with the latest equipment for safe
and reliable field service performance . This methodology results in
achieving projects on time and within budget.
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B I HOURLY RATE SHEET
EEIA
~!!!!!!!!!la_;;E;:_:N~G:.:_:I NEER I NG
STANDARD SCHEDULE OF RATES & FEES
EBA ENGINEERING
Principal Geologist/ Principal Engineer
Project Manager
Senior Geologist/ Senior Engineer
Senior Project Geologist/ Engineer
Project Geologist/ Project Engineer
Staff Geologist/ Staff Engineer
CEQA Practitioner
Survey: 3 Man Crew
Survey: 2 Man Crew
Survey Travel: 2 Man Crew
Survey: 1 Man Crew
Surveyor
Survey Technician
Senior Environmental Scientist/ Specialist
Environmental Scientist / Specialist
Design Draftsperson
Drafting Technician
Clerical
Administrative
Systems Manager
$245 -$265 /hr.
$170 -$225 /hr.
$160 -$200 /hr.
$150 -$180 /hr.
$145 -$180 /hr ..
$110 -$145 /hr .
$185 / hr .
$400 /hr .
$315/hr.
$215 /hr.
$215 /hr.
$185 -$215 /hr .
$140 -$160 /hr.
$140 -$185 /hr .
$85 -$135 /hr .
$125 -$145 /hr .
$105 -$165 /hr .
$75 /hr.
$80 /hr .
$90 /hr .
Depositions or court proceedings 200% of usual rates
Subconsultants
Prints and materials
Miscellaneous expenses
Cost plus 15%
Cost plus 15%
Cost plus 15%
Prevailing wage rates may be adjusted based on DIR wage determinations.
Rates effective January -December 2026.
Fees may increase between 3% -5% upon the start of each new fiscal year.
21
EXHIBIT B
Docusign Envelope ID: EF1A6639-49C5-45BC-B0A8-B0B3615FD789
Exhibit C
OAK #4862-8048-1163 (Rev 10-23)
EXHIBIT C
INSURANCE REQUIREMENTS for Consulting 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
a 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 a 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 a limit no less than $2,000,000 per occurrence or claim,
$2,000,000 aggregate.
If 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 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).
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Docusign Envelope ID: EF1A6639-49C5-45BC-B0A8-B0B3615FD789
Exhibit C
OAK #4862-8048-1163 (Rev 10-23)
Primary Coverage
For any claims related to this contract, 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 in 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
written 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 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
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; and
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, Consultant must
purchase “extended reporting” coverage for a minimum of five (5) years after completion
of contract work.
Verification of Coverage
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Exhibit C
OAK #4862-8048-1163 (Rev 10-23)
Consultant shall furnish the City with original Certificates of Insurance including all required
amendatory endorsements (or copies of the applicable policy language effecting coverage
required by this clause) and a copy of the Declarations and Endorsement Page of the CGL policy
listing all policy endorsements to City before work begins. However, failure to obtain the
required documents prior to the work beginning shall not waive 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.
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OAK #4862-8048-1163 (Rev 10-23)
CERTIFICATE OF CONSULTANT
I HEREBY CERTIFY that I am the __________________________________, and a
duly authorized representative of the firm of _____________________________________,
whose address is ______________________________________________________, and that
neither I nor the above firm I here represent has:
a)Employed or retained for a commission, percentage, brokerage, contingent
fee, or other consideration, any firm or person (other than a bona fide
employee working solely for me or the above consultant) to solicit to
secure this Agreement.
b)Agreed, as an express or implied condition for obtaining this contract, to
employ or retain the services of any firm or person in connection with
carrying out the Agreement; or
c)Paid, or agreed to pay, to any firm, organization or person (other than a
bona fide employee working solely for me or the above consultant) any
fee, contribution, donation, or consideration of any kind for, or in
connection with, procuring or carrying out the Agreement;
Except as here expressly stated (if any);
I acknowledge that this certificate is subject to applicable State and Federal laws, both
criminal and civil.
_________________ ___________________________________
Date Signature
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Docusign Envelope ID: EF1A6639-49C5-45BC-B0A8-B0B3615FD789
EBA Engineering
825 Sonoma Ave. , Santa Rosa, CA 95404
1/27/2026
Secretary/Treasurer
OAK #4862-8048-1163 (Rev 10-23)
MASTER AGREEMENT FOR CONSULTANT SERVICES
This MASTER AGREEMENT FOR CONSULTANT SERVICES (“Agreement”) is
entered into as of the 10th day of February, 2026, by and between the City of Rohnert Park
(“City”), a California municipal corporation, and EMC Planning Group, Inc. (“Consultant”), a
California corporation, with reference to the following facts, understandings and intentions.
Recitals
WHEREAS, City desires to obtain services designated in Exhibit A; and
WHEREAS, Consultant hereby warrants to City that Consultant is skilled and able to
provide such services described in Section 3 of this Agreement; and
WHEREAS, City desires to retain Consultant pursuant to this Agreement to provide the
services described in Section 3 of this Agreement, subject to the terms and conditions of this
Agreement
Agreement
NOW, THEREFORE, in consideration of their mutual covenants, the parties hereto agree
as follows:
1. Incorporation of Recitals. The recitals and all defined terms set forth above are
hereby incorporated into this Agreement as if set forth herein in full.
2. Project Coordination. Authorized representatives shall represent City and
Consultant in all matters pertaining to this Agreement.
A. City. The City Manager or his/her designee shall represent City for all
purposes under this Agreement, except where approval for the City is specifically required by the
City Council. The CIP Program Manager is hereby designated as the project manager (“Project
Manager”). The Project Manager shall supervise the progress and execution of this Agreement.
B. Consultant. Consultant shall assign Michael J. Groves to have overall
responsibility for the progress and execution of this Agreement for Consultant.
3. Scope and Performance of Services
A. Scope of Services. Subject to such policy direction and approvals as City
may determine from time to time, Consultant shall perform the type of services generally set out
in the Scope of Work attached hereto as Exhibit A and incorporated herein by reference.
Consultant shall be assigned to provide particular services pursuant to the requirements of a task
order that has been issued in conformance with the City’s Purchasing Policy (“Task Order”)
executed by Consultant and City.
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
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executed agreement from City and obtaining and delivering the required insurance coverage, and
satisfactory evidence thereof, to City. Consultant shall perform its services in accordance with
the schedule attached to the Task Order. Any changes to these dates in either this Section 3 or
the Task Order shall be approved in writing by the Project Manager.
C.Standard of Quality. City relies upon the professional ability of
Consultant as a material inducement to entering into this Agreement. All work performed by
Consultant under this Agreement shall be performed (1) with due diligence, using its best efforts
to perform and coordinate all activities in a timely manner; (2) in accordance with all applicable
legal requirements; and (3) with the standard of quality ordinarily 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: (1) for services provided
directly under this Agreement be at the rate and schedules more particularly described in Exhibit
B, attached hereto and incorporated by this reference; or (2) for services authorized by Task
Orders, be at the rate and schedules specified by said Task Order. However, in no event shall the
amount City pays to Consultant for services provided directly under this Agreement exceed
fifteen thousand dollars ($15,000.00); nor shall the amount City pays to Consultant for work
done by Task Order exceed the total compensation specified by the Task Order. City’s
obligation to pay compensation to Consultant as provided herein is contingent upon Consultant’s
compliance with the terms and conditions of this Agreement and any amendments thereto.
Payment by City under this Agreement shall not be deemed a waiver of unsatisfactory work,
even if such defects were known to the City at the time of payment.
B.Timing of Payment. City shall pay Consultant as compensation in full for
such services and expenses for the different elements of the scope of work as follows:
(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.
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C.Changes in Compensation. Consultant will not undertake any work that
will incur costs in excess of the amount set forth in Section 4(A) of this Agreement without prior
written amendment to this Agreement. City shall have the right to amend the Scope of Work
within the Agreement by written notification to the Consultant. In such event, the compensation
and time of performance shall be subject to renegotiation upon written demand of either party to
the Agreement. Consultant shall not commence any work exceeding the Scope of Work without
prior written authorization from the City. Failure of the Consultant to secure City’s written
authorization for extra or changed work shall constitute a waiver of any and all right to
adjustment in the contract price or time due, whether by way of compensation, restitution,
quantum meruit, etc. for work done without the appropriate City authorization.
D.Taxes. Consultant shall pay all taxes, assessments and premiums under
the federal Social Security Act, any applicable unemployment insurance contributions, Workers
Compensation insurance premiums, sales taxes, use taxes, personal property taxes, or other taxes
or assessments now or hereafter in effect and payable by reason of or in connection with the
services to be performed by Consultant.
E.No Overtime or Premium Pay. Consultant shall receive no premium or
enhanced pay for work normally understood as overtime, i.e., hours that exceed forty (40) hours
per work week, or work performed during non-standard business hours, such as in the evenings
or on weekends. Consultant shall not receive a premium or enhanced pay for work performed on
a recognized holiday. Consultant shall not receive paid time off for days not worked, whether it
be in the form of sick leave, administrative leave, or for any other form of absence.
F.Litigation Support. Consultant agrees to testify at City’s request if
litigation is brought against City in connection with Consultant’s work product. Unless the
action is brought by Consultant or is based upon Consultant’s negligence, City will compensate
Consultant for the preparation and the testimony at Consultant’s standard hourly rates, if
requested by City and not part of the litigation brought by City against Consultant.
5.Term. The term of this Agreement shall commence on the date of its execution
by both parties and shall continue in full force and effect until December 31, 2029, unless earlier
terminated in accordance with this Agreement. Notwithstanding the foregoing, this Agreement
may be extended for successive one-year term(s) upon mutual, written approval by the City
Manager or his/her designee and Consultant. Work authorized by a separate Task Order as
contemplated by this Agreement shall be performed in accordance with the schedule set forth in
the Task Order.
6.Inspection. Consultant shall furnish City with every reasonable opportunity for
City to ascertain that the services of Consultant are being performed in accordance with the
requirements and intentions of this Agreement. All work done and all materials furnished, if
any, shall be subject to the Project Manager’s inspection and approval. The inspection of such
work shall not relieve Consultant of any of its obligations to fulfill the Agreement as prescribed.
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,
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prepared or obtained by the Consultant under the Agreement shall be vested in City, none of
which shall be used in any manner whatsoever, by any person, firm, corporation, or agency
without the expressed written consent of the City. Consultant shall assume no responsibility for
the unintended use by others of such final work products which are not related to the scope of the
services described under this Agreement. Basic survey notes and sketches, charts, computations,
and other data prepared or obtained under the Agreement shall be made available, upon request,
to City without restriction or limitations on their use. Consultant may retain copies of the above-
described information but agrees not to disclose or discuss any information gathered, discussed
or generated in any way through this Agreement without the written permission of City during
the term of this Agreement, unless required by law.
8.Employment of Other Consultants, Specialists or Experts. Consultant will not
employ or otherwise incur an obligation to pay other consultants, specialists or experts for
services in connection with this Agreement without the prior written approval of the City.
9. Conflict of Interest Requirements.
A.Consultant covenants and represents that neither it, nor any officer or
principal of its firm, has, or shall acquire any investment, income, business entity, interest in real
property, or other interest, directly or indirectly, which would conflict in any manner with the
interests of City, hinder Consultant’s performance of services under this Agreement, or be
affected in any manner or degree by performance of Consultant’s services hereunder. Consultant
further covenants that in the performance of the Agreement, no person having any such interest
shall be employed by it as an officer, employee, agent, or subcontractor without the express
written consent of the City. Consultant agrees at all times to avoid conflicts of interest, or the
appearance of any conflicts of interest, with the interests of the City in the performance of the
Agreement.
B.Consultant is not a designated employee within the meaning of the
Political Reform Act because Consultant:
(1)will not have the power to make any governmental decision,
including whether to: approve any rates, rules, regulations, policies, standards, or guidelines of
the City or any of its subdivisions; adopt or enforce any laws; issue, deny, suspend, or revoke
any permit, license, application, certificate, order, or any similar authorization or entitlement;
authorize, modify, or renew any form of City contract; grant approval to any City contract
specifications on behalf of the City; or grant City approval for any plans, designs, reports, or
similar; and
(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” includes 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
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(3) will not perform the same duties for the City that would otherwise
be performed by a staff member required to report under the City’s conflict of interest code.
(2 Cal. Code Regs. § 18700.3.)
10. Liability of Members and Employees of City. No member of the City and no
other officer, elected official, employee or agent of the City shall be personally liable to
Consultant or otherwise in the event of any default or breach of the City, or for any amount
which may become due to Consultant or any successor in interest, or for any obligations directly
or indirectly incurred under the terms of this Agreement. To the maximum extent permitted by
law, the City shall have no liability or responsibility for any accident, loss, or damage to any
work performed under this Agreement whether prior to its completion or acceptance or
otherwise.
11. Indemnity.
A. Indemnification. To the fullest extent permitted by law, Consultant shall,
at its own expense, indemnify, protect, defend (by counsel reasonably satisfactory to the City)
and hold harmless City and any and all of its officers, officials, employees, agents and volunteers
(“Indemnified Parties”) from and against any and all liability (including liability for claims,
demands, damages, obligations, suits, actions, arbitration proceedings, administrative
proceedings, regulatory proceedings, losses, expenses or costs of any kind, whether actual,
alleged or threatened, including attorneys’ fees and costs, court costs, interest, defense costs and
expert witness fees) of any nature (“Liability”), whether actual, alleged or threatened, which
arise out of, pertain to, or relate to the performance or failure to comply with this Agreement,
regardless of any fault or alleged fault of the Indemnified Parties.
1. 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.
2. The only exception to Consultant’s responsibility to indemnify,
protect, defend, and hold harmless the Indemnified Parties from Liability is due to the active
negligence or willful misconduct of City or its elective or appointive boards, officers, agents and
employees.
B. Scope of Obligation. Consultant’s duty to indemnify, protect, defend and
hold harmless as set forth in this Section 11 shall include the duty to defend (by counsel
reasonably satisfactory to the City) as set forth in California Civil Code § 2778. This
indemnification obligation is not limited in any way by any limitation on the amount or type of
damages or compensation payable by or for Consultant under worker’s compensation, disability
or other employee benefit acts or the terms, applicability or limitations of any insurance held or
provided by Consultant and shall continue to bind the parties after termination/completion of this
agreement. This indemnification shall be regardless of, and not in any way limited by, the
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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.
C. Consultant’s duty to indemnify, protect, defend and hold harmless as set
forth in this Section 11 shall not be excused because of the Consultant’s inability to evaluate
Liability, or because the Consultant evaluates Liability and determines that the Consultant is not
or may not be liable. 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 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 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 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.
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C. Prevailing Wage. Consultant and Consultant’s subcontractors (if any)
shall, to the extent required by the California Labor Code, pay not less than the latest prevailing
wage rates to workers and professionals as determined by the Director of Industrial Relations of
the State of California pursuant to California Labor Code, Part 7, Chapter 1, Article 2. Copies of
the applicable wage determination are on file at the City’s office of the City Clerk.
D. Injury and Illness Prevention Program. Consultant certifies that it is aware
of and has complied with the provisions of California Labor Code § 6401.7, which requires
every employer to adopt a written injury and illness prevention program.
E. Business Licenses. Unless exempt by law, Consultant and all
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. Confidential Information. All data, documents, discussions or other information
developed or received by or for Consultant in performance of this Agreement are confidential
and not to be disclosed to any person except as authorized by City, or as required by law.
15. Assignment; Subcontractors; Employees
A. Assignment. Consultant shall not assign, delegate, transfer, or convey its
duties, responsibilities, or interests in this Agreement or any right, title, obligation, or interest in
or to the same or any part thereof without the City’s prior written consent, which shall be in the
City’s sole discretion. Any assignment without such approval shall be void and, at the City’s
option, shall immediately cause this Agreement to terminate.
B. Subcontractors; Employees. Consultant shall be responsible for
employing or engaging all persons necessary to perform Consultant’s services hereunder. No
subcontractor of Consultant shall be recognized by the City as such; rather, all subcontractors are
deemed to be employees of Consultant, and Consultant agrees to be responsible for their
performance. Consultant shall give its personal attention to the fulfillment of the provisions of
this Agreement by all of its employees and subcontractors, if any, and shall keep the work under
its control. If any employee or subcontractor of Consultant fails or refuses to carry out the
provisions of this Agreement or appears to be incompetent or to act in a disorderly or improper
manner, it shall be discharged immediately from the work under this Agreement on demand of
the Project Manager.
16. Insurance. Without limiting Consultant’s indemnification provided herein,
Consultant shall, at its own expense, procure and maintain insurance that complies with the
requirements set forth in Exhibit C to this Agreement, which is attached hereto and incorporated
by reference. Consultant shall upon thirty (30) days’ written notice comply with any changes in
the amounts and terms of insurance as may be required from time-to-time by City’s risk
manager.
17. Termination of Agreement; Default.
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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 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 Consultant’s breach of the Agreement.
C. In the event City terminates this Agreement without cause, Consultant
shall be entitled to any compensation owed to it up to the time of such termination, it being
understood that any payments are full compensation for services rendered prior to the time of
payment.
D. Upon termination of this Agreement with or without cause, Consultant
shall turn over to the City Manager immediately any and all copies of studies, sketches,
drawings, computations, and other data, whether or not completed, prepared by Consultant or its
subcontractors, if any, or given to Consultant or its subcontractors, if any, in connection with this
Agreement. Such materials shall become the permanent property of the City. Consultant,
however, shall not be liable for the City’s use of incomplete materials nor for the City’s use of
complete documents if used for other than the project contemplated by this Agreement.
18. Suspension. The City shall have the authority to suspend this Agreement and the
services contemplated herein, wholly or in part, for such period as it deems necessary due to
unfavorable conditions or to the failure on the part of the Consultant to perform any provision of
this Agreement. Consultant will be paid for satisfactory services performed prior to the date of
suspension. During the period of suspension, Consultant shall not receive any payment for
services or expenses incurred by Consultant by reason of such suspension.
19. Merger; Amendment. This Agreement constitutes the complete and exclusive
statement of the agreement between City and Consultant and shall supersede all prior
negotiations, representations, or agreements, either written or oral. This document may be
amended only by written instrument, signed by both the City and Consultant. All provisions of
this Agreement are expressly made conditions.
20. Interpretation. This Agreement shall be interpreted as though it was a product of
a joint drafting effort, and no provisions shall be interpreted against a party on the ground that
said party was solely or primarily responsible for drafting the language to be interpreted.
21. Litigation 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
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court will not be bound by any court fee schedule, but shall, if it is in the interest of justice to do
so, award the full amount of costs, expenses, and attorneys’ fees paid or incurred in good faith.
22. Time Is of the Essence. Time is of the essence in this Agreement. Upon receipt
of a written notice from City to proceed with work required by a Task Order, Consultant shall
immediately commence work to perform the services required by that Task Order according to
the time requirements set in the Task Order.
23. Written Notification. Any notice, demand, request, consent, approval or
communication that either party desires or is required to give to the other party shall be in
writing and either served personally or sent by prepaid, first-class mail. Any such notice,
demand, etc. shall be addressed to the other party at the address set forth below. Either party
may change its address by notifying the other party in writing 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.
If to City: City Clerk
City of Rohnert Park - City Hall
130 Avram Avenue
Rohnert Park, CA 94928
If to Consultant: EMC Planning Group, Inc.
Attn: Michael J. Groves
601 Abrego Street
Monterey, CA 93940
24. Consultant’s Books and Records.
A. Consultant shall maintain any and all ledgers, books of account, invoices,
vouchers, canceled checks, and other records or documents evidencing or relating to charges for
services, or expenditures and disbursements charged to City and all documents and records
which demonstrate performance under this Agreement for a minimum period of three (3) years,
or for any longer period required by law, from the date of termination or completion of this
Agreement.
B. Any records or documents required to be maintained pursuant to this
Agreement shall be made available for inspection or audit, at any time during regular business
hours, upon written request by the City Attorney, City Auditor, City Manager, or a designated
representative of any of these officers. Copies of such documents shall be provided to City for
inspection when it is practical to do so. Otherwise, unless an alternative is mutually agreed
upon, the records shall be available at Consultant’s address indicated for receipt of notices in this
Agreement.
C. The City may, by written request by any of the above-named officers,
require that custody of the records be given to the City and that the records and documents be
maintained in the City Manager's office.
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25. Agreement Is Binding. The terms, covenants, and conditions of this Agreement
shall apply to, and shall bind, the heirs, successors, executors, administrators, assigns, and
subcontractors of both parties.
26. Equal Employment Opportunity. Consultant is an equal opportunity employer
and agrees to comply with all applicable state and federal regulations governing equal
employment opportunity. Consultant will not discriminate against any employee or applicant for
employment because of race, religion, age, sex, creed, color, sexual orientation, marital status or
national origin. Consultant will take affirmative action to ensure that applicants are treated
during such employment without regard to race, religion, age, sex, creed, color, sexual
orientation, marital status, or national origin. Such action shall include, but shall not be limited
to, the following: employment, upgrading, demotion, or transfer; recruitment or recruitment
advertising; lay-offs or termination; rates of pay or other forms of compensation; and selection
for training, including apprenticeship. Consultant further agrees to post in conspicuous places,
available to employees and applicants for employment, notices setting forth the provisions of this
nondiscrimination clause.
27. Non-Exclusive Agreement. This is a non-exclusive agreement. City reserves the
right to provide, and to retain other consultants to provide, services that are the same or similar to
the services described in this Agreement.
28. City Not Obligated to Third Parties. The City shall not be obligated or liable for
payment hereunder to any party other than Consultant.
29. Remedies/Waiver. No failure on the part of either party to exercise any term,
covenant, condition, right or remedy hereunder shall operate as a waiver of any other term,
covenant, condition, right or remedy that such party may have hereunder. All remedies
permitted or available under this Agreement, or at law or in equity, are cumulative and
alternative. As a condition precedent to commencing legal action involving a claim or dispute
against the City arising from this Agreement, 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.
30. Severability. If any one or more of the provisions contained herein shall for any
reason be held to be invalid, illegal or unenforceable in any respect, then such provision or
provisions shall be deemed severable from the remaining provisions hereof, and such invalidity,
illegality, or unenforceability shall not affect any other provision hereof, and this Agreement
shall be construed as if such invalid, illegal, or unenforceable provision had not been contained
herein.
31. Exhibits. The following exhibits are attached to this Agreement and incorporated
herein by this reference:
A. Exhibit A: Scope of Work and Schedule of Performance
B. Exhibit B: Compensation
C. Exhibit C: Insurance Requirements
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32. Execution. This Agreement may be executed in several counterparts, each of
which shall constitute one and the same instrument and shall become binding upon the parties
when at least one copy hereof shall have been signed by both parties hereto. In approving this
Agreement, it shall not be necessary to produce or account for more than one such counterpart.
The parties hereby expressly agree to the use of electronic signatures, which shall be deemed to
have the same effect as an original signature.
33. 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.
34. Applicable Law; Venue. This Agreement shall be construed and interpreted
according to California law. In the event that suit shall be brought by either party hereunder, the
parties agree that a trial of such action shall be held exclusively in a state court in the County of
Sonoma, California.
35. Authority. Each individual executing this Agreement on behalf of one of the
parties represents that he or she is duly authorized to sign and deliver the Agreement on behalf of
such party and that this Agreement is binding on such party in accordance with its terms.
IN WITNESS WHEREOF, City and Consultant have executed this Agreement as of the date first
above written.
CITY OF ROHNERT PARK EMC PLANNING GROUP, INC.
By: __________________________________
Marcela Piedra, City Manager (Date)
By:
Michael J. Groves, President (Date)
Per Resolution No. 2026-______adopted by the Rohnert
Park City Council at its meeting of February 10, 2026.
By: _________________________________
Tracy Rankin, Interim Risk Manager (Date)
By: _________________________________
Betsy Howze, Finance Director (Date)
EMC PLANNING GROUP, INC.
By:
Michael J. Groves, Treasurer (Date)
APPROVED AS TO FORM:
By: __________________________________
City Attorney
ATTEST:
By: __________________________________
City Clerk
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Exhibit A: Scope of Services EMC Planning Group
Consultant Services Proposal – City of Rohnert Park October 31, 2025
Exhibit A:
Scope of Services
A.1 Understanding of Scope and Proposed Services
EMC Planning Group understands the City is looking for qualified consultants to provide services
in the areas of municipal planning and engineering, and private development review that supplement
City staff for the Engineering Division and the Capital Improvement Program.
Proposed Services
EMC Planning Group propose providing the following services listed under Public Works – Capital
Improvement Program in the City’s RFP:
Geographic Information Systems (GIS) and Mapping Services;
Grant Assistance; and
Environmental Consulting Services including California Environmental Quality Act (CEQA)/
National Environmental Policy Act (NEPA) compliance and environmental permitting
acquisition support.
The firm is also capable of providing the City with current, general, and advance planning services if
requested or needed.
A.2 On-Call/As-Needed Staff Augmentation Experience
EMC Planning Group has provided numerous public agencies throughout Northern and Central
California with on-call land use planning and environmental compliance services including cities,
towns, counties, school districts, and special jurisdictions. Project types have included industrial,
commercial, mixed-use, residential, school facilities, infrastructure, and capital improvements. The
following list is inclusive of the public agencies for which EMC Planning Group is currently on
and/or is currently providing services to, or has done so in the past.
City of Belmont
City of Camel-by-the Sea
City of East Palo Alto
City of Fremont
City of Gilroy
City of Gonzales
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Exhibit A: Scope of Services EMC Planning Group
Consultant Services Proposal – City of Rohnert Park October 31, 2025
City of Greenfield
City of Guadalupe
City of Hollister
City of King City
City of Los Baños
City of Menlo Park
City of Mill Valley
City of Monterey
City of Mountain View
City of Newark
City of Newman
City of Richmond
City of San José
City of San Juan Bautista
City of Sand City
City of Santa Maria
City of Santa Paula
City of Soledad
Town of Corte Madera
Town of Los Gatos
Town of Los Altos
County of El Dorado
County of Humboldt
County of Merced
County of Monterey
County of Santa Barbara
County of San Benito
County of Santa Clara
County of Santa Cruz
County of Tuolumne
A.3 EMC Planning Group Scope of Services
A detailed explanation of the services EMC Planning Group proposes providing to the City is
outlined below to reflect upon and demonstrate the firm’s depth of knowledge and expertise.
Geographic Information System (GIS) and Mapping Services
EMC Planning Group utilizes Geographic Information System (GIS) as a tool to conduct
geographical analyses to interpret and display geographical data to support land-use planning and
environmental assessments and studies. The firm provides in-house mapping services for all
planning and environmental projects using ESRI products such as ArcGIS Pro, ArcGIS Online, and
ArcMap. In addition to ESRI products, the firm uses Adobe programs, such as Adobe Illustrator, to
augment mapping capabilities. GIS technicians are also capable of producing original and/or
specialized maps based on the needs on the client.
Experienced staff provide a full spectrum of geographic information services, including geospatial
data modeling, database analysis and creation, and visual simulations. The firm produces GIS
analyses that address both client questions and preferences, and regulatory constraints. Our staff is
able to produce high-quality maps, graph investigation findings, and display physical land features.
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Exhibit A: Scope of Services EMC Planning Group
Consultant Services Proposal – City of Rohnert Park October 31, 2025
Maps and tables are produced for technical documents and presentations to educate stakeholders
and build public consensus for projects, leading to more successful outcomes.
The types of maps produced for public agencies and private sector clients are listed below.
Geospatial Data Management and Modeling;
Geospatial Database Analysis and Creation;
ESRI License Oversight;
Map Preparation; and
Visual Simulations.
Mapping Deliverables
General Planning (Current and Advance Planning) Maps
Boundary/Location Maps (general plans, master plans, area plans, specific plans, project-specific
locations, regional maps, vicinity maps, etc.;)
Aerial Photo Boundary/Location Maps
Important Farmlands/Wiliamson Act Maps
Land Use Designation Maps
Sphere of Influence Maps
Viewshed Analysis Maps (Visual and Archaeological Resources)
Zoning and Zoning Ordinance Maps
Local Coastal Program (LCP) and LCP Update Maps
Coastal Zone Boundary Maps
Coastal Zone Zoning Designation Maps
Coastal Zone Land Use Designation Maps
Biological Resources Maps
California Natural Diversity Database (CNDDB) Maps
Environmentally Sensitive Habitat Area (ESHA) Maps
Special-Status Species Maps for plants and wildlife
National Wetland Inventory and Habitat Maps
Vernal Ponds/Wetlands Maps
Archaeological/Cultural Resources Maps
Area of Potential Effects (APE) Maps
California Historical Resources Information System (CHRIS) Database Research Maps
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Exhibit A: Scope of Services EMC Planning Group
Consultant Services Proposal – City of Rohnert Park October 31, 2025
Sacred Land Files Maps
Topographic Maps
Housing Element Maps
AFFH Data Maps
Housing Sites Inventory Maps
Safety Element Maps
Regional and Local Faults of Significance Maps
Areas Prone to Landslides Maps
Flood Hazard Zones and Localized Flooding Area Maps
Fire Hazard Severity Zone Maps
Wildfire Prevention Fuel Break Maps
Tsunami Hazard Area Maps
Evacuation Route Maps
Grant Writing and Funding Administration Assistance
EMC Planning Group provides public agencies with essential resources and insights to enhance
their ability to secure and manage grants, ultimately fostering greater sustainability and success in
implementing programs that address community needs. Our services are designed to elevate grant-
seeking efforts and maximize funding potential. EMC Planning Group’s grant development and
administration services are designed to assist public agencies with securing funding for various types
of development projects, as well as effective administration and management of secured funding.
Our grant development team specializes in collaborating with public agencies to transform funding
ideas into successful grant proposals that resonate with potential funders. With expertise in grant
writing, and grant administration and implementation, EMC Planning Group’s comprehensive
approach is tailored to meet the unique needs of the client. Our firm simplifies the grant lifecycle,
from identifying suitable funding opportunities to ensuring compliance and reporting, which allows
the client to focus on driving meaningful impact on the community. Grant development and
administration services offered include:
Grant Research and Identification: Identification of federal, state, local, and private grant
sources, and comprehensive analysis of funding opportunities that align with the mission and
goals of the client;
Proposal Development: Assistance in drafting grant proposals, including project narratives,
budgets, and supporting documents, and tailoring proposals to meet specific grant requirements
and evaluation criteria;
Budget Preparation: Development of detailed and realistic budgets that align with project goals,
and ensuring compliance with funding guidelines and regulations;
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Exhibit A: Scope of Services EMC Planning Group
Consultant Services Proposal – City of Rohnert Park October 31, 2025
Grant Submission: Coordination of all submission processes, including online applications and
required documentation, and review and quality assurance to ensure proposals are complete and
meet deadlines;
Grant Administration: Management of grant contracts and compliance with funder
requirements, and tracking project progress, expenditures, and reporting timelines;
Grant Implementation and Project Management: Coordination of project activities to ensure
successful execution of grant-funded initiatives, and monitoring and evaluation of project
outcomes to align with grant objectives; and
Reporting and Evaluation: Preparation of progress and final reports, showcasing project
outcomes and impact, and assistance in data collection and evaluation to measure success and
inform future proposals.
CEQA and NEPA Compliance, Environmental Permitting Acquisition
Support, and Other Environmental Services
The main driver of EMC Planning Group’s business is CEQA and NEPA compliance and the
services associated with writing compliance documentation. An explanation of these services is
provided below.
CEQA Compliance
EMC Planning Group has the in-house technical expertise to address the environmental issues listed
on the following page:
Visual Impact Assessment;
Biological Resource Impact Assessments;
Archaeological and Tribal Resources Impact Assessments;
Special-Status Species Surveys and Reports;
Biological and Archaeological Preconstruction Surveys;
Biological and Archaeological Monitoring during Construction;
Wetland Assessments; and
Air Quality, and Greenhouse Gas Emissions Modeling and Impact Assessment.
CEQA Deliverables
Deliverables include the following:
Categorical and Statutory Exemption Reports and Findings;
CEQA Guidelines Section 15183 Consistency Reports;
Initial Studies/Negative Declarations and Mitigated Negative Declarations;
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Exhibit A: Scope of Services EMC Planning Group
Consultant Services Proposal – City of Rohnert Park October 31, 2025
Environmental Impact Reports (public review drafts and final drafts) including addendums and
subsequent environmental impact reports;
Noticing;
CEQA Findings; and
Mitigation Monitoring and Reporting Plans.
NEPA Compliance
EMC Planning Group provides assistance with National Environmental Policy Act (NEPA)
compliance to public agencies seeking funding from federal agencies for a variety projects, including
public works and capital improvement projects. EMC Planning Group has provided environmental
planning and compliance services to local agencies for projects that were funded by the following
federal agencies:
U.S. Department of Agriculture (USDA);
U.S. Department of Housing and Urban Development (HUD);
Federal Emergency Management Agency (FEMA, U.S. Department of Homeland Security);
U.S. Department of Veterans Affairs;
U.S. Fish and Wildlife Services (U.S. Department of the Interior);
U.S. Army Corps of Engineers (U.S. Department of Defense);
U.S. Army (U.S. Department of Defense);
U.S. Environmental Protection Agency;
U.S. Department of Health and Human Services; and
Federal Highway Administration (FHWA, U.S. Department of Transportation).
Deliverables
The following list of deliverables is inclusive of, but not limited to, those produced by:
Categorical Exclusion Reports and Findings;
Environmental Assessments (EA)/Finding of No Significant Impact (FONSI); and
Environmental Impact Statements (EIS).
CEQA and NEPA Public Outreach
EMC Planning Group’s principals and project managers have significant experience with all CEQA
and NEPA-related public outreach tasks, including but not limited to, presentations at scoping
meetings and public hearings on draft and final EIRs, and all required noticing.
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Exhibit A: Scope of Services EMC Planning Group
Consultant Services Proposal – City of Rohnert Park October 31, 2025
Regulatory Permitting
EMC Planning Group biologists are experienced in assisting public agencies with obtaining permits
from various local, regional, state, and federal agencies. Permits the firm assists public agencies with
obtaining include, but are not limited to, the following:
Individual and Nationwide Permits from the U.S. Army Corps of Engineers pursuant to the
Federal Clean Water Act;
Incidental Take Permits from the U.S. Fish and Wildlife Service pursuant to the Federal
Endangered Species Act;
Incidental Take Permits from the California Department of Fish and Wildlife pursuant to the
California Endangered Species Act;
Streambed Alteration Agreements from the California Department of Fish and Wildlife pursuant
to the California Fish and Game Code Section 1600; and
Water Quality Certification from the Regional Water Quality Control Board pursuant to Section
401 of the California Clean Water Act.
Biological Resources
EMC Planning Group biologists offer adaptive and innovative biological resource services and
solutions to current environmental compliance challenges. The firm provides comprehensive
documentation to comply with CEQA and NEPA requirements.
Deliverables
Services and deliverables are summarized below:
Literature Reviews, Database Searches, and Field Surveys;
Constraints Analyses and Plant Community Mapping;
Focused Surveys and Habitat Assessments for Special-Status Species;
Pre-Construction Focused Surveys and Construction Monitoring;
Mitigation Planning and Monitoring; and
Preliminary Assessment and/or Delineation of Wetlands and Waters of the U.S.
Air Quality and Greenhouse Gas Assessments and Analysis
EMC Planning Group offers comprehensive Air Quality and Greenhouse Gas (GHG) Analysis
services to evaluate the environmental impacts of projects in compliance with CEQA and NEPA.
We provide project-specific analyses that incorporate local regulatory standards and requirements,
ensuring a tailored approach for every project. Using robust modeling techniques such as
CalEEMod and EMFAC, we accurately assess air pollutant and GHG emissions during both
construction and operational phases. Our team identifies potential significant impacts and develops
effective mitigation strategies, ensuring compliance with CEQA guidelines and air quality
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Exhibit A: Scope of Services EMC Planning Group
Consultant Services Proposal – City of Rohnert Park October 31, 2025
regulations. EMC Planning Group’s thorough and customized approach supports environmentally
responsible and sustainable project development. When more detailed assessment and/or analysis is
required, these services will be outsourced to Illingworth & Rodkin, Inc. located in Cotati, CA.
Archaeological, Cultural, and Tribal Resources
EMC Planning Group’s in-house Registered Professional Archaeologist provides the following
services:
CEQA and NEPA Compliant Archaeological Surveys;
California Historical Resources Information System (CHRIS) searches;
Pedestrian surveys and testing;
Data Recovery;
Archaeological Construction Monitoring;
National Register of Historic Places (NRHP) Evaluation and Nomination; and
Tribal Consultation Assistance pursuant to Assembly Bill (AB) 52 and Senate Bill (SB) 18.
Deliverables
Deliverables include the following:
Reports;
Historic and Archaeological Records;
Area of Potential Effect Maps;
Tribal Consultation Letters; and
Sacred Land File Record Searches and Findings.
Additional Capabilities and Services
Current Planning, Procedural Planning, and Municipal Staff Support
EMC Planning Group assists public agencies with various land use planning entitlement services.
The firm provides municipal staff support to assist with the processing of development permits, use
permits, site plan reviews, subdivisions, and major annexations. Project types include, but are not
limited to, residential, mixed-use, commercial, industrial, and capital improvement. The goal is to
provide direct and responsive planning support, whether that means taking on large, complex
projects, or dealing with the day-to-day processing of applications and conducting meetings. The
following services are representative of, but not limited to, those provided by the firm:
Pre-application meetings with applicants;
Development review process management;
Permit processing;
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Docusign Envelope ID: 4890F250-A54A-41AC-B5C4-9D839D24979C
Exhibit A: Scope of Services EMC Planning Group
Consultant Services Proposal – City of Rohnert Park October 31, 2025
Policy and regulatory analyses;
Application, completeness review, permit application streamlining compliance, and application
processing for a variety of applications including, but not limited to: annexations; general plan
amendments; zoning amendments; specific and master plans; parcel and subdivision maps; and
conditional use permits;
Master plan and specific plan preparation;
Zoning regulation preparation/review/amendments, etc.;
Preparation of project consideration packages (staff reports, resolutions and ordinances,
findings, conditions of appeal, coordination with other City departments and regional agencies,
etc.);
Environmental documentation and technical document preparation;
Coordination and management of technical consultants;
Public noticing, as needed;
Grant writing and funding administration assistance (see detailed explanation below);
Preparation and monitoring of project schedules and budgets; and
Public outreach/participation.
Advance Planning Services
The following list provides an example of the types of plans EMC Planning Group has the capability
to prepare, develop, and implement:
General plans, general plan amendments, and general plan updates;
Housing element updates and pro-housing designation implementation;
Area plans;
Transportation-related plans;
Economic development elements;
Specific plans;
Master plans;
Zoning codes and ordinances;
Design guidelines;
Preparation of agency CEQA guidelines and thresholds of significance;
Downtown vibrancy plans;
Sphere of Influence amendments and annexations; and
Local coastal plans (LCP).
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Docusign Envelope ID: 4890F250-A54A-41AC-B5C4-9D839D24979C
Exhibit A: Scope of Services EMC Planning Group
Consultant Services Proposal – City of Rohnert Park October 31, 2025
Community Engagement and Public Outreach
Public participation in planning processes is fundamental to creating planning and development
outcomes that are stable and that meet the needs of the community. EMC Planning Group utilizes
community engagement and public outreach to inform and react to controversial issues, obtain input
and feedback on key concerns, and identify appropriate responses to community needs. These
measures serve as a basis for developing a comprehensive response strategy that is then incorporated
into the project to garner support, and ultimately lead to successful project development and
implementation. Our firm has conducted numerous public outreach programs and facilitated a
variety of planning processes. The goal of these activities is to ensure that all stakeholders who have
an interest in planning and development outcomes are given a chance to meaningfully contribute to
the outcome. EMC Planning Group assists with the following activities related to community
engagement and public outreach:
Preparation and implementation of comprehensive public outreach plans;
Stakeholder identification and outreach;
Public outreach protocol development (including preparation of email notification lists and the
identification of key links to community cross sections to facilitate information flow and
participation);
Web-based community questionnaires;
Creative and interactive workshop activities;
Stakeholder interviews;
Formation of public outreach committees;
Presentation at public, stakeholder, and inter-departmental workshops;
Preparation and distribution of newsletters;
Web-based public outreach to keep community apprised of developments;
Creation of project-related websites; and
Print media and social media coverage.
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Exhibit B: Fee Schedule EMC Planning Group
Consultant Services Proposal – City of Rohnert Park October 31, 2025
Exhibit B
Fee Schedule
B.1 EMC Planning Group Fee Schedule
Table 6, EMC Planning Group Rate Schedule, lists the is the hourly rates for all position levels at
EMC Planning Group. The following fee structure is effective as of January 1, 2025. The City
should estimate an annual (yearly) increase of five percent (5%) for each of the positions listed in the
rate schedule. Rates for 2026 will be made available in December 2025. Rates are subject to change
at the discretion of the company.
Table 6 EMC Planning Group Rate Schedule for 2025
Staff Position/Level Hourly Billing Rate Monitoring Rate
PRINCIPALS
Senior Principal $295.00
Principal $275.00
PLANNERS
Principal Planner $245.00
Senior Planner $225.00
Associate Planner $195.00
Assistant Planner $150.00
BIOLOGISTS
Principal Biologist $245.00 $150.00
Senior Biologist $200.00 $130.00
ARCHAEOLOGIST
Registered Professional Archaeologist $145.00 $125.00
SUPPORT STAFF
Desktop Publisher $175.00
Executive Assistant/Production Manager $165.00
Administrative Assistant $125.00
GIS/Graphics Technician $150.00
B.2 Subconsultants Fee Schedules
Please see the Attachment B, Subconsultants Qualifications.
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Exhibit C
OAK #4862-8048-1163 (Rev 10-23)
EXHIBIT C
INSURANCE REQUIREMENTS for Consulting 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
a 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 a 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 a limit no less than $2,000,000 per occurrence or claim,
$2,000,000 aggregate.
If 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 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).
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Exhibit C
OAK #4862-8048-1163 (Rev 10-23)
Primary Coverage
For any claims related to this contract, 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 in 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
written 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 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
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; and
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, Consultant must
purchase “extended reporting” coverage for a minimum of five (5) years after completion
of contract work.
Verification of Coverage
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Exhibit C
OAK #4862-8048-1163 (Rev 10-23)
Consultant shall furnish the City with original Certificates of Insurance including all required
amendatory endorsements (or copies of the applicable policy language effecting coverage
required by this clause) and a copy of the Declarations and Endorsement Page of the CGL policy
listing all policy endorsements to City before work begins. However, failure to obtain the
required documents prior to the work beginning shall not waive 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.
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OAK #4862-8048-1163 (Rev 10-23)
CERTIFICATE OF CONSULTANT
I HEREBY CERTIFY that I am the __________________________________, and a
duly authorized representative of the firm of _____________________________________,
whose address is ______________________________________________________, and that
neither I nor the above firm I here represent has:
a)Employed or retained for a commission, percentage, brokerage, contingent
fee, or other consideration, any firm or person (other than a bona fide
employee working solely for me or the above consultant) to solicit to
secure this Agreement.
b)Agreed, as an express or implied condition for obtaining this contract, to
employ or retain the services of any firm or person in connection with
carrying out the Agreement; or
c)Paid, or agreed to pay, to any firm, organization or person (other than a
bona fide employee working solely for me or the above consultant) any
fee, contribution, donation, or consideration of any kind for, or in
connection with, procuring or carrying out the Agreement;
Except as here expressly stated (if any);
I acknowledge that this certificate is subject to applicable State and Federal laws, both
criminal and civil.
_________________ ___________________________________
Date Signature
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1/30/2026
601 Abrego Street, Monterey, CA. 93940
EMC Planning Group, Inc.
President and Treasurer
OAK #4862-8048-1163 (Rev 10-23)
MASTER AGREEMENT FOR CONSULTANT SERVICES
This MASTER AGREEMENT FOR CONSULTANT SERVICES (“Agreement”) is
entered into as of the 10th day of February, 2026, by and between the City of Rohnert Park
(“City”), a California municipal corporation, and FCS International, Inc. DBA FirstCarbon
Solutions (“Consultant”), a California corporation, with reference to the following facts,
understandings and intentions.
Recitals
WHEREAS, City desires to obtain services designated in Exhibit A; and
WHEREAS, Consultant hereby warrants to City that Consultant is skilled and able to
provide such services described in Section 3 of this Agreement; and
WHEREAS, City desires to retain Consultant pursuant to this Agreement to provide the
services described in Section 3 of this Agreement, subject to the terms and conditions of this
Agreement
Agreement
NOW, THEREFORE, in consideration of their mutual covenants, the parties hereto agree
as follows:
1.Incorporation of Recitals. The recitals and all defined terms set forth above are
hereby incorporated into this Agreement as if set forth herein in full.
2.Project Coordination. Authorized representatives shall represent City and
Consultant in all matters pertaining to this Agreement.
A.City. The City Manager or his/her designee shall represent City for all
purposes under this Agreement, except where approval for the City is specifically required by the
City Council. The CIP Program Manager is hereby designated as the project manager (“Project
Manager”). The Project Manager shall supervise the progress and execution of this Agreement.
B.Consultant. Consultant shall assign Patrick Schultz to have overall
responsibility for the progress and execution of this Agreement for Consultant.
3.Scope and Performance of Services
A.Scope of Services. Subject to such policy direction and approvals as City
may determine from time to time, Consultant shall perform the type of services generally set out
in the Scope of Work attached hereto as Exhibit A and incorporated herein by reference.
Consultant shall be assigned to provide particular services pursuant to the requirements of a task
order that has been issued in conformance with the City’s Purchasing Policy (“Task Order”)
executed by Consultant and City.
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24th-----
OAK #4862-8048-1163 (Rev 10-23)
B.Time of Performance. The services of Consultant are to commence upon
receipt of a written notice to proceed from City, but in no event prior to receiving a fully
executed agreement from City and obtaining and delivering the required insurance coverage, and
satisfactory evidence thereof, to City. Consultant shall perform its services in accordance with
the schedule attached to the Task Order. Any changes to these dates in either this Section 3 or
the Task Order shall be approved in writing by the Project Manager.
C.Standard of Quality. City relies upon the professional ability of
Consultant as a material inducement to entering into this Agreement. All work performed by
Consultant under this Agreement shall be performed (1) with due diligence, using its best efforts
to perform and coordinate all activities in a timely manner; (2) in accordance with all applicable
legal requirements; and (3) with the standard of quality ordinarily 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: (1) for services provided
directly under this Agreement be at the rate and schedules more particularly described in Exhibit
B, attached hereto and incorporated by this reference; or (2) for services authorized by Task
Orders, be at the rate and schedules specified by said Task Order. However, in no event shall the
amount City pays to Consultant for services provided directly under this Agreement exceed
fifteen thousand dollars ($15,000.00); nor shall the amount City pays to Consultant for work
done by Task Order exceed the total compensation specified by the Task Order. City’s
obligation to pay compensation to Consultant as provided herein is contingent upon Consultant’s
compliance with the terms and conditions of this Agreement and any amendments thereto.
Payment by City under this Agreement shall not be deemed a waiver of unsatisfactory work,
even if such defects were known to the City at the time of payment.
B.Timing of Payment. City shall pay Consultant as compensation in full for
such services and expenses for the different elements of the scope of work as follows:
(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.
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C.Changes in Compensation. Consultant will not undertake any work that
will incur costs in excess of the amount set forth in Section 4(A) of this Agreement without prior
written amendment to this Agreement. City shall have the right to amend the Scope of Work
within the Agreement by written notification to the Consultant. In such event, the compensation
and time of performance shall be subject to renegotiation upon written demand of either party to
the Agreement. Consultant shall not commence any work exceeding the Scope of Work without
prior written authorization from the City. Failure of the Consultant to secure City’s written
authorization for extra or changed work shall constitute a waiver of any and all right to
adjustment in the contract price or time due, whether by way of compensation, restitution,
quantum meruit, etc. for work done without the appropriate City authorization.
D.Taxes. Consultant shall pay all taxes, assessments and premiums under
the federal Social Security Act, any applicable unemployment insurance contributions, Workers
Compensation insurance premiums, sales taxes, use taxes, personal property taxes, or other taxes
or assessments now or hereafter in effect and payable by reason of or in connection with the
services to be performed by Consultant.
E.No Overtime or Premium Pay. Consultant shall receive no premium or
enhanced pay for work normally understood as overtime, i.e., hours that exceed forty (40) hours
per work week, or work performed during non-standard business hours, such as in the evenings
or on weekends. Consultant shall not receive a premium or enhanced pay for work performed on
a recognized holiday. Consultant shall not receive paid time off for days not worked, whether it
be in the form of sick leave, administrative leave, or for any other form of absence.
F.Litigation Support. Consultant agrees to testify at City’s request if
litigation is brought against City in connection with Consultant’s work product. Unless the
action is brought by Consultant or is based upon Consultant’s negligence, City will compensate
Consultant for the preparation and the testimony at Consultant’s standard hourly rates, if
requested by City and not part of the litigation brought by City against Consultant.
5.Term. The term of this Agreement shall commence on the date of its execution
by both parties and shall continue in full force and effect until December 31, 2029, unless earlier
terminated in accordance with this Agreement. Notwithstanding the foregoing, this Agreement
may be extended for successive one-year term(s) upon mutual, written approval by the City
Manager or his/her designee and Consultant. Work authorized by a separate Task Order as
contemplated by this Agreement shall be performed in accordance with the schedule set forth in
the Task Order.
6.Inspection. Consultant shall furnish City with every reasonable opportunity for
City to ascertain that the services of Consultant are being performed in accordance with the
requirements and intentions of this Agreement. All work done and all materials furnished, if
any, shall be subject to the Project Manager’s inspection and approval. The inspection of such
work shall not relieve Consultant of any of its obligations to fulfill the Agreement as prescribed.
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,
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prepared or obtained by the Consultant under the Agreement shall be vested in City, none of
which shall be used in any manner whatsoever, by any person, firm, corporation, or agency
without the expressed written consent of the City. Consultant shall assume no responsibility for
the unintended use by others of such final work products which are not related to the scope of the
services described under this Agreement. Basic survey notes and sketches, charts, computations,
and other data prepared or obtained under the Agreement shall be made available, upon request,
to City without restriction or limitations on their use. Consultant may retain copies of the above-
described information but agrees not to disclose or discuss any information gathered, discussed
or generated in any way through this Agreement without the written permission of City during
the term of this Agreement, unless required by law.
8. Employment of Other Consultants, Specialists or Experts. Consultant will not
employ or otherwise incur an obligation to pay other consultants, specialists or experts for
services in connection with this Agreement without the prior written approval of the City.
9. Conflict of Interest Requirements.
A. Consultant covenants and represents that neither it, nor any officer or
principal of its firm, has, or shall acquire any investment, income, business entity, interest in real
property, or other interest, directly or indirectly, which would conflict in any manner with the
interests of City, hinder Consultant’s performance of services under this Agreement, or be
affected in any manner or degree by performance of Consultant’s services hereunder. Consultant
further covenants that in the performance of the Agreement, no person having any such interest
shall be employed by it as an officer, employee, agent, or subcontractor without the express
written consent of the City. Consultant agrees at all times to avoid conflicts of interest, or the
appearance of any conflicts of interest, with the interests of the City in the performance of the
Agreement.
B. Consultant is not a designated employee within the meaning of the
Political Reform Act because Consultant:
(1) will not have the power to make any governmental decision,
including whether to: approve any rates, rules, regulations, policies, standards, or guidelines of
the City or any of its subdivisions; adopt or enforce any laws; issue, deny, suspend, or revoke
any permit, license, application, certificate, order, or any similar authorization or entitlement;
authorize, modify, or renew any form of City contract; grant approval to any City contract
specifications on behalf of the City; or grant City approval for any plans, designs, reports, or
similar; and
(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” includes 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
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(3) will not perform the same duties for the City that would otherwise
be performed by a staff member required to report under the City’s conflict of interest code.
(2 Cal. Code Regs. § 18700.3.)
10. Liability of Members and Employees of City. No member of the City and no
other officer, elected official, employee or agent of the City shall be personally liable to
Consultant or otherwise in the event of any default or breach of the City, or for any amount
which may become due to Consultant or any successor in interest, or for any obligations directly
or indirectly incurred under the terms of this Agreement. To the maximum extent permitted by
law, the City shall have no liability or responsibility for any accident, loss, or damage to any
work performed under this Agreement whether prior to its completion or acceptance or
otherwise.
11. Indemnity.
A. Indemnification. To the fullest extent permitted by law, Consultant shall,
at its own expense, indemnify, protect, defend (by counsel reasonably satisfactory to the City)
and hold harmless City and any and all of its officers, officials, employees, agents and volunteers
(“Indemnified Parties”) from and against any and all liability (including liability for claims,
demands, damages, obligations, suits, actions, arbitration proceedings, administrative
proceedings, regulatory proceedings, losses, expenses or costs of any kind, whether actual,
alleged or threatened, including attorneys’ fees and costs, court costs, interest, defense costs and
expert witness fees) of any nature (“Liability”), whether actual, alleged or threatened, which
arise out of, pertain to, or relate to the performance or failure to comply with this Agreement,
regardless of any fault or alleged fault of the Indemnified Parties.
1. 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.
2. The only exception to Consultant’s responsibility to indemnify,
protect, defend, and hold harmless the Indemnified Parties from Liability is due to the active
negligence or willful misconduct of City or its elective or appointive boards, officers, agents and
employees.
B. Scope of Obligation. Consultant’s duty to indemnify, protect, defend and
hold harmless as set forth in this Section 11 shall include the duty to defend (by counsel
reasonably satisfactory to the City) as set forth in California Civil Code § 2778. This
indemnification obligation is not limited in any way by any limitation on the amount or type of
damages or compensation payable by or for Consultant under worker’s compensation, disability
or other employee benefit acts or the terms, applicability or limitations of any insurance held or
provided by Consultant and shall continue to bind the parties after termination/completion of this
agreement. This indemnification shall be regardless of, and not in any way limited by, the
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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.
C. Consultant’s duty to indemnify, protect, defend and hold harmless as set
forth in this Section 11 shall not be excused because of the Consultant’s inability to evaluate
Liability, or because the Consultant evaluates Liability and determines that the Consultant is not
or may not be liable. 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 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 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 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.
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C. Prevailing Wage. Consultant and Consultant’s subcontractors (if any)
shall, to the extent required by the California Labor Code, pay not less than the latest prevailing
wage rates to workers and professionals as determined by the Director of Industrial Relations of
the State of California pursuant to California Labor Code, Part 7, Chapter 1, Article 2. Copies of
the applicable wage determination are on file at the City’s office of the City Clerk.
D. Injury and Illness Prevention Program. Consultant certifies that it is aware
of and has complied with the provisions of California Labor Code § 6401.7, which requires
every employer to adopt a written injury and illness prevention program.
E. Business Licenses. Unless exempt by law, Consultant and all
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. Confidential Information. All data, documents, discussions or other information
developed or received by or for Consultant in performance of this Agreement are confidential
and not to be disclosed to any person except as authorized by City, or as required by law.
15. Assignment; Subcontractors; Employees
A. Assignment. Consultant shall not assign, delegate, transfer, or convey its
duties, responsibilities, or interests in this Agreement or any right, title, obligation, or interest in
or to the same or any part thereof without the City’s prior written consent, which shall be in the
City’s sole discretion. Any assignment without such approval shall be void and, at the City’s
option, shall immediately cause this Agreement to terminate.
B. Subcontractors; Employees. Consultant shall be responsible for
employing or engaging all persons necessary to perform Consultant’s services hereunder. No
subcontractor of Consultant shall be recognized by the City as such; rather, all subcontractors are
deemed to be employees of Consultant, and Consultant agrees to be responsible for their
performance. Consultant shall give its personal attention to the fulfillment of the provisions of
this Agreement by all of its employees and subcontractors, if any, and shall keep the work under
its control. If any employee or subcontractor of Consultant fails or refuses to carry out the
provisions of this Agreement or appears to be incompetent or to act in a disorderly or improper
manner, it shall be discharged immediately from the work under this Agreement on demand of
the Project Manager.
16. Insurance. Without limiting Consultant’s indemnification provided herein,
Consultant shall, at its own expense, procure and maintain insurance that complies with the
requirements set forth in Exhibit C to this Agreement, which is attached hereto and incorporated
by reference. Consultant shall upon thirty (30) days’ written notice comply with any changes in
the amounts and terms of insurance as may be required from time-to-time by City’s risk
manager.
17. Termination of Agreement; Default.
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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 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 Consultant’s breach of the Agreement.
C. In the event City terminates this Agreement without cause, Consultant
shall be entitled to any compensation owed to it up to the time of such termination, it being
understood that any payments are full compensation for services rendered prior to the time of
payment.
D. Upon termination of this Agreement with or without cause, Consultant
shall turn over to the City Manager immediately any and all copies of studies, sketches,
drawings, computations, and other data, whether or not completed, prepared by Consultant or its
subcontractors, if any, or given to Consultant or its subcontractors, if any, in connection with this
Agreement. Such materials shall become the permanent property of the City. Consultant,
however, shall not be liable for the City’s use of incomplete materials nor for the City’s use of
complete documents if used for other than the project contemplated by this Agreement.
18. Suspension. The City shall have the authority to suspend this Agreement and the
services contemplated herein, wholly or in part, for such period as it deems necessary due to
unfavorable conditions or to the failure on the part of the Consultant to perform any provision of
this Agreement. Consultant will be paid for satisfactory services performed prior to the date of
suspension. During the period of suspension, Consultant shall not receive any payment for
services or expenses incurred by Consultant by reason of such suspension.
19. Merger; Amendment. This Agreement constitutes the complete and exclusive
statement of the agreement between City and Consultant and shall supersede all prior
negotiations, representations, or agreements, either written or oral. This document may be
amended only by written instrument, signed by both the City and Consultant. All provisions of
this Agreement are expressly made conditions.
20. Interpretation. This Agreement shall be interpreted as though it was a product of
a joint drafting effort, and no provisions shall be interpreted against a party on the ground that
said party was solely or primarily responsible for drafting the language to be interpreted.
21. Litigation 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
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court will not be bound by any court fee schedule, but shall, if it is in the interest of justice to do
so, award the full amount of costs, expenses, and attorneys’ fees paid or incurred in good faith.
22. Time Is of the Essence. Time is of the essence in this Agreement. Upon receipt
of a written notice from City to proceed with work required by a Task Order, Consultant shall
immediately commence work to perform the services required by that Task Order according to
the time requirements set in the Task Order.
23. Written Notification. Any notice, demand, request, consent, approval or
communication that either party desires or is required to give to the other party shall be in
writing and either served personally or sent by prepaid, first-class mail. Any such notice,
demand, etc. shall be addressed to the other party at the address set forth below. Either party
may change its address by notifying the other party in writing 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.
If to City: City Clerk
City of Rohnert Park - City Hall
130 Avram Avenue
Rohnert Park, CA 94928
If to Consultant: FCS International, Inc. DBA FirstCarbon Solutions
Attn: Patrick Schultz
2999 Oak Road, Suite 250
Walnut Creek, CA 94597
24. Consultant’s Books and Records.
A. Consultant shall maintain any and all ledgers, books of account, invoices,
vouchers, canceled checks, and other records or documents evidencing or relating to charges for
services, or expenditures and disbursements charged to City and all documents and records
which demonstrate performance under this Agreement for a minimum period of three (3) years,
or for any longer period required by law, from the date of termination or completion of this
Agreement.
B. Any records or documents required to be maintained pursuant to this
Agreement shall be made available for inspection or audit, at any time during regular business
hours, upon written request by the City Attorney, City Auditor, City Manager, or a designated
representative of any of these officers. Copies of such documents shall be provided to City for
inspection when it is practical to do so. Otherwise, unless an alternative is mutually agreed
upon, the records shall be available at Consultant’s address indicated for receipt of notices in this
Agreement.
C. The City may, by written request by any of the above-named officers,
require that custody of the records be given to the City and that the records and documents be
maintained in the City Manager's office.
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25. Agreement Is Binding. The terms, covenants, and conditions of this Agreement
shall apply to, and shall bind, the heirs, successors, executors, administrators, assigns, and
subcontractors of both parties.
26. Equal Employment Opportunity. Consultant is an equal opportunity employer
and agrees to comply with all applicable state and federal regulations governing equal
employment opportunity. Consultant will not discriminate against any employee or applicant for
employment because of race, religion, age, sex, creed, color, sexual orientation, marital status or
national origin. Consultant will take affirmative action to ensure that applicants are treated
during such employment without regard to race, religion, age, sex, creed, color, sexual
orientation, marital status, or national origin. Such action shall include, but shall not be limited
to, the following: employment, upgrading, demotion, or transfer; recruitment or recruitment
advertising; lay-offs or termination; rates of pay or other forms of compensation; and selection
for training, including apprenticeship. Consultant further agrees to post in conspicuous places,
available to employees and applicants for employment, notices setting forth the provisions of this
nondiscrimination clause.
27. Non-Exclusive Agreement. This is a non-exclusive agreement. City reserves the
right to provide, and to retain other consultants to provide, services that are the same or similar to
the services described in this Agreement.
28. City Not Obligated to Third Parties. The City shall not be obligated or liable for
payment hereunder to any party other than Consultant.
29. Remedies/Waiver. No failure on the part of either party to exercise any term,
covenant, condition, right or remedy hereunder shall operate as a waiver of any other term,
covenant, condition, right or remedy that such party may have hereunder. All remedies
permitted or available under this Agreement, or at law or in equity, are cumulative and
alternative. As a condition precedent to commencing legal action involving a claim or dispute
against the City arising from this Agreement, 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.
30. Severability. If any one or more of the provisions contained herein shall for any
reason be held to be invalid, illegal or unenforceable in any respect, then such provision or
provisions shall be deemed severable from the remaining provisions hereof, and such invalidity,
illegality, or unenforceability shall not affect any other provision hereof, and this Agreement
shall be construed as if such invalid, illegal, or unenforceable provision had not been contained
herein.
31. Exhibits. The following exhibits are attached to this Agreement and incorporated
herein by this reference:
A. Exhibit A: Scope of Work and Schedule of Performance
B. Exhibit B: Compensation
C. Exhibit C: Insurance Requirements
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32. Execution. This Agreement may be executed in several counterparts, each of
which shall constitute one and the same instrument and shall become binding upon the parties
when at least one copy hereof shall have been signed by both parties hereto. In approving this
Agreement, it shall not be necessary to produce or account for more than one such counterpart.
The parties hereby expressly agree to the use of electronic signatures, which shall be deemed to
have the same effect as an original signature.
33. 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.
34. Applicable Law; Venue. This Agreement shall be construed and interpreted
according to California law. In the event that suit shall be brought by either party hereunder, the
parties agree that a trial of such action shall be held exclusively in a state court in the County of
Sonoma, California.
35. Authority. Each individual executing this Agreement on behalf of one of the
parties represents that he or she is duly authorized to sign and deliver the Agreement on behalf of
such party and that this Agreement is binding on such party in accordance with its terms.
IN WITNESS WHEREOF, City and Consultant have executed this Agreement as of the date first
above written.
CITY OF ROHNERT PARK FCS INTERNATIONAL, INC. DBA
FIRSTCARBON SOLUTIONS
By: __________________________________
Marcela Piedra, City Manager (Date)
By:
C. Patrick Schultz (Date)
Chief Operating Officer
Per Resolution No. 2026-______adopted by the Rohnert
Park City Council at its meeting of February 10, 2026.
By: _________________________________
Tracy Rankin, Interim Risk Manager (Date)
By: _________________________________
Betsy Howze, Finance Director (Date)
FCS INTERNATIONAL, INC. DBA
FIRSTCARBON SOLUTIONS
By:
Mary Bean, Senior Vice President (Date)
APPROVED AS TO FORM:
By: __________________________________
Michelle Marchetta Kenyon, City Attorney
ATTEST:
By: __________________________________
Sylvia Lopez Cuevas, City Clerk
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1/28/2026
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----
On-Call Consultant Services: Public Works—Capital
Improvement Services
City of Rohnert Park
Firm Profile
FirstCarbon Solutions
Founded and incorporated in 1982, FCS has provided hundreds of local government, State, and federal
agencies, as well as private development clients with on-call consultant services. We have prepared a full
range of environmental analysis documents for a variety of projects, including transportation facilities, dams,
reservoirs, planned communities, mixed-use, industrial, commercial, retail, golf courses, residential
subdivisions, schools, theaters, landfills, cemeteries, churches, and waste treatment facilities. In addition to
environmental planning services, we also provide air quality and greenhouse gas (GHG) emissions analysis,
energy analysis, noise analysis, and biological, cultural and archaeological, historic, visualization/Geographic
Information System (GIS), and grant writing and management services. FCS serves clients in the Western
United States with more than 100 staff members located in Walnut Creek, Sacramento, Fresno, Irvine (HQ),
and San Bernardino.
The FCS team of environmental resource leaders possesses a broad understanding of environmental
regulations, laws, and compliance. Our staff has decades of hands-on experience managing complex projects
with diverse challenges, including scheduling and logistics, public outreach, long-term field efforts, and multi-
faceted legal and agency compliance issues. As a testament to our skill level, FCS staff is regularly called upon
to provide expert testimony, instruct at technical seminars, and lead conferences.
We regularly present at Association of Environmental Professionals (AEP), American Planning Association, and
Urban Land Institute conferences and workshops; participate in CEQA legal forums; and provide updates
regarding environmental law and agency regulations to our clients and industry partners.
FCS’s goal is to provide the City with cost-effective, technically sound, and legally defensible products; we
emphasize high levels of client and agency communication and concise verbal and written presentations of
project information. All of our project management staff have access to Microsoft Teams, Smartsheet, Deltek
Vantagepoint, and HubSpot to facilitate the sharing of project-related information in real time, saving our clients
time and money. Our project management philosophy revolves around an infrastructure of communication and
assigning appropriately skilled resources to implement our project scope. The repeat business we receive from
our many on-call clients is a result of our focused customer service philosophy.
We are extremely proud of our ability to assist our clients with a wide variety of environmental services. The
following are our suite of technical offerings for providing environmental resources consulting services relevant
to the City:
Environmental Planning and Compliance
Over the past 42 years, FCS has completed more than 30,000 technical studies and environmental compliance
documents for more than 8,000 projects throughout California. We understand the importance of providing our
clients with professional, solution-oriented, cost-effective, and timely service. Our environmental planners have
the technical credibility required for drafting high-quality documents that meet client expectations and
requirements. We can address important environmental topics by providing the following services:
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On-Call Consultant Services: Public Works—Capital
Improvement Services
City of Rohnert Park
CEQA/NEPA Documentation
CEQA/NEPA Compliance Training
CEQA/NEPA Streamlining
Alternatives Development
Conditions of Approval
Development Applications
Due Diligence Assessments
Expert Witness Testimony
GIS Mapping and Graphics
Green Building/Leadership in Energy and
Environmental Design (LEED)
Hazardous Materials Risk Analyses
Legal Consultation and Review
Legislative and Policy Analyses
Mitigation Monitoring and Reporting
Plans/Programs (MMRPs)
Mitigation Solutions
Opportunities and Constraints Analyses
Permit Processing (Clean Water Act [CWA] 404,
CWA 401, Fish and Game Code (FGC) 1600,
Endangered Species Act Section 7)
Peer Review Services
Planning Services
Project Review and Processing Services
Public Outreach (CEQA Noticing, Mailing Lists,
Scoping Meetings, Stakeholder Coordination)
Site-specific Community Planning
Specific Plans, Community Plans, General Plans
and Elements; Amendments and Updates to Plans
Software Solutions for Environmental
Processing/Tracking
Subconsultant Coordination
Sustainable Community Analyses
Technical Studies (Air Quality, GHG Emissions,
Biological, Cultural, Noise, Hazards, Aesthetics,
etc.)
Transportation Corridor Analyses
Visualization and Photosimulation Services
Wastewater Analyses
Water Supply Assessments
Zoning Compliance and Permits
Air Quality, Greenhouse Gas Emissions, and Energy Services
FCS provides a complete range of air quality, GHG emissions, and energy services to support CEQA and
NEPA documents and air quality regulatory requirements for public agencies, industries, and private
developers. These regulatory compliance services help ensure projects adhere to rapidly changing rules and
regulations. Staff performs air quality analyses and modeling for a broad range of project types to determine
project impacts and identify feasible, cost-effective mitigation measures to reduce them. FCS also conducts
energy analyses that summarize relevant regulations and policies concerning energy consumption and
demand, alternative fuels, and nonrenewable resources. Our analysis identifies potential conflict with any
required policies or mandatory measures related to energy conservation. Our environmental documents
contain thorough environmental analyses and explicit documentation of all data sources and research contacts.
All research, documentation, and environmental assessment techniques are in full compliance with legal
requirements. Our approach reduces the potential for a legal challenge.
FCS is on the forefront of the ever-evolving world of environmental consulting and, as such, has been actively
involved in crafting innovative analytical approaches to the hot-button issues of climate change, GHG
emissions, urban decay, long-term water supply, and vehicle miles traveled impact analyses. We have played
an integral part in developing the methodology for addressing the potential impact of climate change in
environmental documents. FCS Air Quality team members were the primary authors of the White Paper
prepared for the AEP, outlining the various approaches a City/County could take to address climate change and
GHG emissions in a CEQA document. Global climate change analyses prepared by the FCS Air Quality team
include background information on GHG emissions, energy, climate change, and legislation; detailed GHG
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On-Call Consultant Services: Public Works—Capital
Improvement Services
City of Rohnert Park
emissions inventory of project emissions; identification of an appropriate significance threshold; significance
determination; and mitigation measures. We provide the following air quality, GHG emissions, and energy
services:
Air Quality Mitigation Monitoring
Air Quality Mitigation Strategies
Climate Action Plans (CAPs)
Dispersion Modeling
Electricity Consumption Computation
Emission Inventories
Emission Quantification
Energy Consumption Estimates
Expert Testimony, Peer Review, and Consensus
Building
Fugitive Dust Control and Construction Mitigation
Plans
General Conformity Analysis
Health Risk Assessments (HRAs)
Indirect Source Review (ISR) Applications
Legally Defensible Air Quality and Climate Change
CEQA and NEPA Analyses
Off-site Mitigation Requirements
On-site and Off-site Construction Equipment and
Vehicle Fuel Computation
Regulatory Compliance Assistance
Renewable Energy Site Assessments
Review and Analysis of New Rules and
Regulations
Software/Tracking Solutions
Stationary Source Compliance Audits
Biological Resources Management
Whether surveying for protected species, monitoring construction, or restoring habitat, FCS has a diverse and
experienced group of biological resources management specialists to complete each task. Our in-house
biological staff can prepare the simplest habitat assessments and endangered species surveys, as well as the
most complex endangered species permits. Our expertise with Habitat Conservation Plans (HCPs) and Section
7 Consultation has helped federal, State, Native American, municipal agency, and private development clients
meet their planning objectives. We have also provided project planning and permit facilitation to residential and
commercial developers, resort and golf course sponsors, energy and power suppliers, public agencies, and the
military. Our biological resources management services include:
Biological Surveys and Assessments
California Department of Fish and Wildlife (CDFW)
FGC Compliance
CWA Compliance (Sections 401 and 404)
Construction Monitoring and Reporting
Endangered Species Act Compliance (Endangered
Species Act Sections 7 and 10)
Endangered Species Surveys
Habitat Characterizations, Mapping, and Impact
Analyses
HCPs
Migratory Bird Treaty Act (MBTA) Compliance
Mitigation and Restoration Plans
Mitigation Monitoring and Reporting
Multiple Species Habitat Conservation Plans
(MSHCP)
Pre-construction Surveys
Regulatory Permitting
Resource Management Plans
Sensitive Species Investigations
Special-status Species Surveys
Wetlands Delineation and Permitting
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Docusign Envelope ID: C5A347CF-868D-4AE9-B785-2260789D8AA2
On-Call Consultant Services: Public Works—Capital
Improvement Services
City of Rohnert Park
Regulatory Compliance
As a California regulatory compliance and permitting leader, FCS’s full-service professional team of wetland
delineators, regulatory specialists, endangered species biologists, and restoration ecologists can maneuver
through the process quickly and efficiently. The State and federal regulatory process is highly complex. At FCS,
we are thoroughly familiar with regulations, regulatory processes, and regulatory agencies. Our ongoing
working relationships with the US Army Corps of Engineers (USACE), CDFW, Regional Water Quality Control
Boards (RWQCBs), and the US Fish and Wildlife Service (USFWS) are invaluable and an added value that we
offer to our clients. Services in this discipline include:
CDFW Section 1600 Streambed Alteration
Agreements
Integrated Waste Management Plans
RWQCB Section 401 Water Quality Certifications
Special Area Management Plans
USACE Section 404 Nationwide permit Applications
USACE Section 404(b)(1) Alternatives Analyses
USFWS Sections 7 and 10 Endangered Species
Consultation
Wetland Delineations/Permitting
Cultural Resources Management
FCS assists clients in preserving the prehistoric and historic cultural heritages of regions undergoing
development by conducting pre-construction site assessments, literature and archival record searches, field
surveys, architectural historic evaluations, and, if necessary, subsequent preservation, testing, and recovery
programs. We conduct paleontological assessments of properties to determine the potential for significant fossil
remains; determine the types of sediments, their potential for containing fossils, and the approximate depth of
the deposits; and make recommendations for further work ranging from field surveys for surface finds,
paleontological monitoring programs, and fossil salvage plans. Mitigation monitoring of earthmoving
construction activities ensures significant fossils and artifacts encountered will be appropriately recorded,
collected, curated, and documented in accordance with federal and State regulations, professional guidelines,
and local requirements and recommendations. FCS also evaluates cultural resource sites for inclusion on
national, State, and local registers. Our historic resources evaluations typically include archival research, in-
field evaluation of existing structures and buildings, and comprehensive reporting; we also offer
recommendations for site mitigation, if required. We also assist clients in evaluating structures and buildings for
historic architectural significance. This includes identification, evaluation, documentation, and conclusions and
recommendations. Our prehistoric resources evaluations include consultation with the Native American
Heritage Commission and local, concerned, Native American tribal representatives. Following our field surveys,
we make recommendations for the best course of action to protect sensitive prehistoric resources, including
burial sites, religious sites, artifacts, Tribal Cultural Resources, and traditionally valued plants and animals. The
efforts of our Cultural Resources team ensure these non-renewable resources are saved for future scientific
study and public education. Services in this discipline include:
Archaeological Surveys, Testing, and Salvage
Architectural Historic Resources
Architectural Viewshed Studies
Archival Research
Area of Potential Effects Maps
Assembly Bill (AB) 52 Consultation
Historic Property Survey Reports
Historic Resources Compliance Reports
Legislative and Policy Analyses
Literature and Record Searches
Municipal Code Amendments
Municipal Ordinance Updates
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Docusign Envelope ID: C5A347CF-868D-4AE9-B785-2260789D8AA2
On-Call Consultant Services: Public Works—Capital
Improvement Services
City of Rohnert Park
CEQA-compliant Reports
Construction Monitoring and Reporting
Context Statements
Cultural Resources Design Guidelines
Cultural Resources Evaluations (Section 106)
Cultural Resources Inventories
Curation and Documentation
Determinations of Eligibility
Field Surveys
Historic American Building Survey Reports Historic
American Engineering Record
National Historic Landmarks Nominations
Native American Consultation
Paleontological Surveys and Salvage
Phase I, II, and III Reports
Photo Documentation
Preservation Plans
Salvage of Fossils, Artifacts, and Ecofacts
Site Assessment Prior to Construction
Site Recordation
Treatment Plans
Tribal Consultation
Noise Services
FCS offers a wide range of noise planning and control services to assist our clients with land use planning and
environmental compliance. We prepare General Plan Noise Elements and noise impact assessments that
include various types and levels of acoustical analysis and noise control compliance, and we offer noise
monitoring services to ensure that projects comply with specified noise thresholds. Our Noise Management
Specialists offer their expertise in utilizing traffic noise prediction models and noise modeling tools for various
types of projects, including recycling facilities, industrial parks, and railroads. We also provide expert testimony,
legislative support, and peer review to back your project. We offer the following noise-related services:
Construction Noise and Vibration Measurement,
Analysis, and Control
Environmental Noise Surveys and Title 24
Compliance
Expert Testimony
Ground Vibration Prediction and Control
Highway Noise Modeling and Control
Noise and Vibration Measurement and Analysis
Noise Modeling (Federal Highway Administration
[FHWA] RD-77-108, SOUND32 Noise Model,
FHWA Traffic Noise Model (TNM) 2.5,
SoundPLAN 8.1)
Point Source Noise Impact Modeling and
Mitigation Planning (e.g., HVAC systems)
Traffic and Transportation Noise and Vibration
Prediction and Control
Aesthetics, GIS, Graphics, and Visualization Services
Projects in environmental sensitive areas benefit from effective and high-quality visuals for public outreach and
consensus building. FCS combines technical capability with design acumen to depict projects with accuracy,
ensuring that project designs and details are effectively portrayed to the public and decision-makers. FCS
provides a full suite of visual analysis services, including scenic impact analysis (per local, State, and federal
methodologies), viewshed analyses, visual simulations, shade and shadow analyses, perspective renderings,
3-D modeling, walkthroughs, flythroughs, and animations to support projects through the design iteration and
approval processes.
FCS also provides full-service GIS mapping services and implements GIS applications for public agencies. Our
GIS Specialists are knowledgeable in the latest GIS and visual simulation software and technologies, including
Esri Aeronautical Reconnaissance Coverage Geographic Information System (ArcGIS) Desktop, ArcGIS
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Docusign Envelope ID: C5A347CF-868D-4AE9-B785-2260789D8AA2
On-Call Consultant Services: Public Works—Capital
Improvement Services
City of Rohnert Park
Server, ArcGIS Online, ArcMap Desktop, Esri ArcPad mobile GIS, Trimble TerraSync and Trimble Pathfinder
Office Global Positioning System (GPS) software, ERDAS Imagine and ERDAS Stereo Analyst, SketchUp +
Podium, AutoCAD, Google Earth Pro, Adobe Photoshop, and several ArcGIS extensions (including Xtools,
Spatial Analyst, and 3-D Analyst). Our team also has extensive experience with Esri’s ModelBuilder. All of the
projects we complete involve some level of GIS mapping, and we hold licenses with numerous agencies so that
we possess the most up-to-date aerial photography, base mapping, and GIS layers available to ensure that our
analyses are accurate and defensible.
Grant Writing and Management Services
FCS’s experienced grant writing and management specialists can help the City develop, write, and evaluate
grant applications for additional funding for environmental services and other City projects. We have also
developed grant applications to secure project and personnel funding and managed grant programs, including
receiving and evaluating grant applications and assisting in determining which projects would receive funding.
FCS’s grant research and writing process is meticulous and tailored. We identify opportunities, assess
eligibility, and craft compelling proposals that resonate with funding agencies, and ensure that the client’s
project value is clearly communicated. FCS is experienced with federal regulations governing grants, such as
the Uniform Guidance from the Office of Management and Budget and specific program guidelines. The firm’s
biological, archaeological, and historical professionals assist with evaluating clients’ project sites to ensure
compliance with federal and State regulations. FCS also assists clients with registration with federal systems,
such as the System for Award Management and Grants.gov. The FCS team also implements financial
management practices that comply with federal standards. This includes accurately tracking and documenting
all costs by Generally Accepted Accounting Principles to ensure the proper use of grant funds. Throughout the
project implementation, FCS prepares and submits detailed reports that include financial data, compliance
information, and project processes. Furthermore, the FCS team is experienced with audits, which may be
conducted annually, to ensure compliance with government regulations and evaluate financial information.
Entitlements and Permitting
As the complexity of property development and ongoing license management continues to increase, FCS
works with clients’ entitlement and permitting needs as either an extension of your staff on individual aspects of
the process or as a completely outsourced service provider. Known for a great attention to detail, we work
diligently on your behalf to document the current zoning and planning applicable to a particular property or
project and specify any special overlay issues, special districts, or interim controls that may affect the
entitlement or permitting for your project.
Approvals go beyond cities and counties. It extends to the myriad of public and private agencies that govern
water and sewer service, water quality management, and stormwater management, as well as gas, electric,
phone, and cable services. FCS ensures that everything you need to build and operate your business is
accurate and complies with all federal, State, and local regulations.
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Docusign Envelope ID: C5A347CF-868D-4AE9-B785-2260789D8AA2
On-Call Consultant Services: Public Works—Capital
Improvement Services
City of Rohnert Park
Code and Ordinance Reviews Permit
Management
Density Buildout Analysis
Due Diligence Investigations
Entitlements Processing
Historic Property Evaluations
License Management
Parking and Code Evaluations
Project Management
Site Constraints Review
Site Investigation Reports
Title Research
Zoning Designations Determinations
Restoration Planning and Monitoring
Most State and federal permit authorizations require specific mitigation measures as part of project
construction. These measures can range from the application of Best Management Practices to reduce erosion
and contain sediments to the enhancement or the creation of riparian or aquatic habitat. When areas are
created or enhanced, regulating agencies often establish monitoring and reporting requirements and success
criteria. FCS has the necessary expertise and experience to perform each task in the restoration process, from
initial assessment through permit application and monitoring. Our team of restoration ecologists, water quality
specialists, wildlife biologists, aquatic resource scientists, arborists, and regulatory compliance specialists can
design, supervise implementation, and monitor project performance. Disciplinary services include:
Conceptual, Construction, and Presentation
Drawings
Habitat Maintenance/Management
Native Landscape Design, Maintenance, and
Success Monitoring
Park and Open Space Planning
Plant Material Specifications
Residential Development Mitigation
Revegetation, Mitigation, Restoration, and
Enhancement Plans
Soil Amendments and Preparation Specifications
Urban Forestry Design and Planning
Wildlife Management
Cameron-Cole, LLC (Subconsultant)
Founded in 2001, Cameron-Cole, a limited liability company, is an environmental services firm with more than
23 years of experience in providing public agency and private sector clients with a range of environmental and
sustainability services, including assessment, monitoring, and reporting; regulatory compliance and permitting;
landfill and waste management; and carbon management services. In addition, we offer real estate property
support for projects ranging from single-property transfers to complex multi-property exchanges. With a staff of
more than 40 professionals located in California, Colorado, and Florida, Cameron-Cole has provided consulting
and documentation services for a variety of projects in the transportation, consumer products, construction
materials, financial services, internet services, manufacturing, petrochemical, aerospace, and waste
management industries.
Cameron-Cole provides property development support services, including Phase I Environmental Site
Assessments (ESAs), investigation work plans and fieldwork, and investigation reports, for all sizes of projects.
We work with local governments, developers, lenders, law firms, and public-private partnerships to eliminate
and/or reduce open-ended cleanup costs, providing assurances that the proposed land reuse scenario will
adequately protect human health, the environment, and community needs. We customize our approach to
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Docusign Envelope ID: C5A347CF-868D-4AE9-B785-2260789D8AA2
On-Call Consultant Services: Public Works—Capital
Improvement Services
City of Rohnert Park
address liabilities so that property transfers can be appropriately structured in a manner that allows the
redevelopment project to proceed.
Cameron-Cole’s environmental services and real estate property support services include:
Assessment, Remediation, and Monitoring
Permitting and Compliance
Targeted Microbial Applications
Technical Litigation and Support
Waste Management
Wastewater and Stormwater Management
Corporate Environmental Risk Management
Real Estate Due Diligence, Property Support, and Brownfields:
Phase I ESA Prepared in Accordance with ASTM International E1527-21 Standard Practice and US EPA
“All Appropriate Inquiries (AAI)” Technical Guidance
Phase I ESA Desktop Reviews and Transaction Screens
Phase II Investigations
Remedial Alternatives Evaluation and Implementation
Environmental Risk Management (ERM) Tailored to Proposed Land Use
CEQA/NEPA Compliance
Development of Engineering and Institutional Controls
Property Redevelopment Support
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Docusign Envelope ID: C5A347CF-868D-4AE9-B785-2260789D8AA2
On-Call Consultant Services: Public Works—Capital
Improvement Services
City of Rohnert Park
Hourly Rates Sheet
Compensation is based on the following fees and charges.
FirstCarbon Solutions
Classification Hourly Rate
President $320–$340
Director/Vice President $270–$320
Legal Counsel $220–$260
Associate Director/Senior Team Leader $220–$270
Senior Project Manager/Senior Scientist/Senior Regulatory Scientist $180–$240
Project Manager/Scientist/Regulatory Scientist $140–$190
Assistant Project Manager/Assistant Scientist/Assistant Regulatory Scientist $120–$140
Environmental Analyst/Technical Analyst/Regulatory Analyst $90–$120
Senior Graphic Designer/GIS Manager $150–$210
Graphic Designer/GIS/Computer-aided Design and Drafting (CADD) Specialist $110–$150
Grants Specialist $150–$200
Publications Coordinator/Technical Editor $110–$150
Word Processor $95–$130
Archaeological/Paleontological Monitor I/II $80–$130
Archaeological/Paleontological Monitor III $130–$160
Biological Monitor I/II $95–$130
Biological Monitor III $130–$160
Reprographics Assistant/Intern $70–$90
Administrative Assistant/Accounting/Clerical $70–$110
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EXHIBIT B
Docusign Envelope ID: C5A347CF-868D-4AE9-B785-2260789D8AA2
On-Call Consultant Services: Public Works—Capital
Improvement Services
City of Rohnert Park
Other Labor Rates
Labor rates for expert testimony, litigation support, and depositions/court appearances will be billed at a
minimum of two times the above rates. If additional services are authorized during the performance of a
contract, compensation will be based on the fee schedule in effect at the time the services are authorized.
Direct Expenses
Direct costs and out-of-pocket expenses are billed as follows:
1. Out-of-pocket expenses, including, but not limited to, travel, messenger service, reprographics, lodging,
meals, blueprint, reproduction, and photographic services: Cost, as charged to FCS, plus a 10 percent
administrative fee.
2. Subcontractors’ fees: Cost, as charged to FCS, plus a 15 percent administrative fee.
3. Passenger Cars: $0.70 per mile.
4. Four-wheel-drive vehicles: $95.00 per day plus $0.70 per mile.
5. Records checks: Fees vary by facility and project.
6. Museum curation: Fees vary by city and project.
7. Cultural resources storage/curation of fossil and artifact collections: Cost, as charged to FCS, plus a 10
percent administrative fee.
8. Per Diem: Fees charged at the USA Federal (GSA) Rate. Lodging surcharge may apply in high-rate areas.
9. USFWS/CDFW impacts or mitigation fees: Cost, as charged to FCS, plus a 10 percent administrative fee.
Terms
Compensation and direct expenses are invoiced monthly and payable upon receipt or as codified in project-
specific contract.
Cameron-Cole, LLC (Hazards/Site Characterization Specialists)
Classification Hourly Rate
President $310–$340
Practice Director $260–$310
Legal Counsel $250–$310
Senior Project Manager/Team Leader $220–$260
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Docusign Envelope ID: C5A347CF-868D-4AE9-B785-2260789D8AA2
On-Call Consultant Services: Public Works—Capital
Improvement Services
City of Rohnert Park
Classification Hourly Rate
Senior Scientist/Engineer/Hydrogeologist $170–$220
Project Manager/Scientist/Engineer $145–$190
Staff Scientist/Engineer/Hydrogeologist $85–$145
Clerk/Accounting/Data Entry $65–$90
Designer/Drafter/CADD $95–$130
Senior Technician $75–$95
Field Technician/Environmental Assistant/Administrator $55–$75
Technical Writer $110–$140
A surcharge of 50 percent of the regular hourly rate is applied to hours charged for legal testimony and depositions. Standard rates
will apply to any hours charged for preparation and other litigation support services. Required Overtime will be billed in accordance
with state and local regulations.
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Docusign Envelope ID: C5A347CF-868D-4AE9-B785-2260789D8AA2
Exhibit C
OAK #4862-8048-1163 (Rev 10-23)
EXHIBIT C
INSURANCE REQUIREMENTS for Consulting 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
a 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 a 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 a limit no less than $2,000,000 per occurrence or claim,
$2,000,000 aggregate.
If 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 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).
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Docusign Envelope ID: C5A347CF-868D-4AE9-B785-2260789D8AA2
Exhibit C
OAK #4862-8048-1163 (Rev 10-23)
Primary Coverage
For any claims related to this contract, 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 in 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
written 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 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
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; and
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, Consultant must
purchase “extended reporting” coverage for a minimum of five (5) years after completion
of contract work.
Verification of Coverage
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Docusign Envelope ID: C5A347CF-868D-4AE9-B785-2260789D8AA2
Exhibit C
OAK #4862-8048-1163 (Rev 10-23)
Consultant shall furnish the City with original Certificates of Insurance including all required
amendatory endorsements (or copies of the applicable policy language effecting coverage
required by this clause) and a copy of the Declarations and Endorsement Page of the CGL policy
listing all policy endorsements to City before work begins. However, failure to obtain the
required documents prior to the work beginning shall not waive 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.
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OAK #4862-8048-1163 (Rev 10-23)
CERTIFICATE OF CONSULTANT
I HEREBY CERTIFY that I am the __________________________________, and a
duly authorized representative of the firm of _____________________________________,
whose address is ______________________________________________________, and that
neither I nor the above firm I here represent has:
a) Employed or retained for a commission, percentage, brokerage, contingent
fee, or other consideration, any firm or person (other than a bona fide
employee working solely for me or the above consultant) to solicit to
secure this Agreement.
b) Agreed, as an express or implied condition for obtaining this contract, to
employ or retain the services of any firm or person in connection with
carrying out the Agreement; or
c) Paid, or agreed to pay, to any firm, organization or person (other than a
bona fide employee working solely for me or the above consultant) any
fee, contribution, donation, or consideration of any kind for, or in
connection with, procuring or carrying out the Agreement;
Except as here expressly stated (if any);
I acknowledge that this certificate is subject to applicable State and Federal laws, both
criminal and civil.
_________________ ___________________________________
Date Signature
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Docusign Envelope ID: C5A347CF-868D-4AE9-B785-2260789D8AA2
1/30/2026
Senior Vice President
2999 Oak Road, Suite 250, Walnut Creek, CA 94597
FirstCarbon Solutions
OAK #4862-8048-1163 (Rev 10-23)
MASTER AGREEMENT FOR CONSULTANT SERVICES
This MASTER AGREEMENT FOR CONSULTANT SERVICES (“Agreement”) is
entered into as of the 10th day of February, 2026, by and between the City of Rohnert Park
(“City”), a California municipal corporation, and Freyer & Laureta, Inc. (“Consultant”), a
California corporation, with reference to the following facts, understandings and intentions.
Recitals
WHEREAS, City desires to obtain services designated in Exhibit A; and
WHEREAS, Consultant hereby warrants to City that Consultant is skilled and able to
provide such services described in Section 3 of this Agreement; and
WHEREAS, City desires to retain Consultant pursuant to this Agreement to provide the
services described in Section 3 of this Agreement, subject to the terms and conditions of this
Agreement
Agreement
NOW, THEREFORE, in consideration of their mutual covenants, the parties hereto agree
as follows:
1. Incorporation of Recitals. The recitals and all defined terms set forth above are
hereby incorporated into this Agreement as if set forth herein in full.
2. Project Coordination. Authorized representatives shall represent City and
Consultant in all matters pertaining to this Agreement.
A. City. The City Manager or his/her designee shall represent City for all
purposes under this Agreement, except where approval for the City is specifically required by the
City Council. The CIP Program Manager is hereby designated as the project manager (“Project
Manager”). The Project Manager shall supervise the progress and execution of this Agreement.
B. Consultant. Consultant shall assign Jeffrey J. Tarantino to have overall
responsibility for the progress and execution of this Agreement for Consultant.
3. Scope and Performance of Services
A. Scope of Services. Subject to such policy direction and approvals as City
may determine from time to time, Consultant shall perform the type of services generally set out
in the Scope of Work attached hereto as Exhibit A and incorporated herein by reference.
Consultant shall be assigned to provide particular services pursuant to the requirements of a task
order that has been issued in conformance with the City’s Purchasing Policy (“Task Order”)
executed by Consultant and City.
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
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24th-----
OAK #4862-8048-1163 (Rev 10-23)
executed agreement from City and obtaining and delivering the required insurance coverage, and
satisfactory evidence thereof, to City. Consultant shall perform its services in accordance with
the schedule attached to the Task Order. Any changes to these dates in either this Section 3 or
the Task Order shall be approved in writing by the Project Manager.
C. Standard of Quality. City relies upon the professional ability of
Consultant as a material inducement to entering into this Agreement. All work performed by
Consultant under this Agreement shall be performed (1) with due diligence, using its best efforts
to perform and coordinate all activities in a timely manner; (2) in accordance with all applicable
legal requirements; and (3) with the standard of quality ordinarily 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: (1) for services provided
directly under this Agreement be at the rate and schedules more particularly described in Exhibit
B, attached hereto and incorporated by this reference; or (2) for services authorized by Task
Orders, be at the rate and schedules specified by said Task Order. However, in no event shall the
amount City pays to Consultant for services provided directly under this Agreement exceed
fifteen thousand dollars ($15,000.00); nor shall the amount City pays to Consultant for work
done by Task Order exceed the total compensation specified by the Task Order. City’s
obligation to pay compensation to Consultant as provided herein is contingent upon Consultant’s
compliance with the terms and conditions of this Agreement and any amendments thereto.
Payment by City under this Agreement shall not be deemed a waiver of unsatisfactory work,
even if such defects were known to the City at the time of payment.
B. Timing of Payment. City shall pay Consultant as compensation in full for
such services and expenses for the different elements of the scope of work as follows:
(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.
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C. Changes in Compensation. Consultant will not undertake any work that
will incur costs in excess of the amount set forth in Section 4(A) of this Agreement without prior
written amendment to this Agreement. City shall have the right to amend the Scope of Work
within the Agreement by written notification to the Consultant. In such event, the compensation
and time of performance shall be subject to renegotiation upon written demand of either party to
the Agreement. Consultant shall not commence any work exceeding the Scope of Work without
prior written authorization from the City. Failure of the Consultant to secure City’s written
authorization for extra or changed work shall constitute a waiver of any and all right to
adjustment in the contract price or time due, whether by way of compensation, restitution,
quantum meruit, etc. for work done without the appropriate City authorization.
D. Taxes. Consultant shall pay all taxes, assessments and premiums under
the federal Social Security Act, any applicable unemployment insurance contributions, Workers
Compensation insurance premiums, sales taxes, use taxes, personal property taxes, or other taxes
or assessments now or hereafter in effect and payable by reason of or in connection with the
services to be performed by Consultant.
E. No Overtime or Premium Pay. Consultant shall receive no premium or
enhanced pay for work normally understood as overtime, i.e., hours that exceed forty (40) hours
per work week, or work performed during non-standard business hours, such as in the evenings
or on weekends. Consultant shall not receive a premium or enhanced pay for work performed on
a recognized holiday. Consultant shall not receive paid time off for days not worked, whether it
be in the form of sick leave, administrative leave, or for any other form of absence.
F. Litigation Support. Consultant agrees to testify at City’s request if
litigation is brought against City in connection with Consultant’s work product. Unless the
action is brought by Consultant or is based upon Consultant’s negligence, City will compensate
Consultant for the preparation and the testimony at Consultant’s standard hourly rates, if
requested by City and not part of the litigation brought by City against Consultant.
5. Term. The term of this Agreement shall commence on the date of its execution
by both parties and shall continue in full force and effect until December 31, 2029, unless earlier
terminated in accordance with this Agreement. Notwithstanding the foregoing, this Agreement
may be extended for successive one-year term(s) upon mutual, written approval by the City
Manager or his/her designee and Consultant. Work authorized by a separate Task Order as
contemplated by this Agreement shall be performed in accordance with the schedule set forth in
the Task Order.
6. Inspection. Consultant shall furnish City with every reasonable opportunity for
City to ascertain that the services of Consultant are being performed in accordance with the
requirements and intentions of this Agreement. All work done and all materials furnished, if
any, shall be subject to the Project Manager’s inspection and approval. The inspection of such
work shall not relieve Consultant of any of its obligations to fulfill the Agreement as prescribed.
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,
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prepared or obtained by the Consultant under the Agreement shall be vested in City, none of
which shall be used in any manner whatsoever, by any person, firm, corporation, or agency
without the expressed written consent of the City. Consultant shall assume no responsibility for
the unintended use by others of such final work products which are not related to the scope of the
services described under this Agreement. Basic survey notes and sketches, charts, computations,
and other data prepared or obtained under the Agreement shall be made available, upon request,
to City without restriction or limitations on their use. Consultant may retain copies of the above-
described information but agrees not to disclose or discuss any information gathered, discussed
or generated in any way through this Agreement without the written permission of City during
the term of this Agreement, unless required by law.
8. Employment of Other Consultants, Specialists or Experts. Consultant will not
employ or otherwise incur an obligation to pay other consultants, specialists or experts for
services in connection with this Agreement without the prior written approval of the City.
9. Conflict of Interest Requirements.
A. Consultant covenants and represents that neither it, nor any officer or
principal of its firm, has, or shall acquire any investment, income, business entity, interest in real
property, or other interest, directly or indirectly, which would conflict in any manner with the
interests of City, hinder Consultant’s performance of services under this Agreement, or be
affected in any manner or degree by performance of Consultant’s services hereunder. Consultant
further covenants that in the performance of the Agreement, no person having any such interest
shall be employed by it as an officer, employee, agent, or subcontractor without the express
written consent of the City. Consultant agrees at all times to avoid conflicts of interest, or the
appearance of any conflicts of interest, with the interests of the City in the performance of the
Agreement.
B. Consultant is not a designated employee within the meaning of the
Political Reform Act because Consultant:
(1) will not have the power to make any governmental decision,
including whether to: approve any rates, rules, regulations, policies, standards, or guidelines of
the City or any of its subdivisions; adopt or enforce any laws; issue, deny, suspend, or revoke
any permit, license, application, certificate, order, or any similar authorization or entitlement;
authorize, modify, or renew any form of City contract; grant approval to any City contract
specifications on behalf of the City; or grant City approval for any plans, designs, reports, or
similar; and
(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” includes 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
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(3) will not perform the same duties for the City that would otherwise
be performed by a staff member required to report under the City’s conflict of interest code.
(2 Cal. Code Regs. § 18700.3.)
10. Liability of Members and Employees of City. No member of the City and no
other officer, elected official, employee or agent of the City shall be personally liable to
Consultant or otherwise in the event of any default or breach of the City, or for any amount
which may become due to Consultant or any successor in interest, or for any obligations directly
or indirectly incurred under the terms of this Agreement. To the maximum extent permitted by
law, the City shall have no liability or responsibility for any accident, loss, or damage to any
work performed under this Agreement whether prior to its completion or acceptance or
otherwise.
11. Indemnity.
A. Indemnification. To the fullest extent permitted by law, Consultant shall,
at its own expense, indemnify, protect, defend (by counsel reasonably satisfactory to the City)
and hold harmless City and any and all of its officers, officials, employees, agents and volunteers
(“Indemnified Parties”) from and against any and all liability (including liability for claims,
demands, damages, obligations, suits, actions, arbitration proceedings, administrative
proceedings, regulatory proceedings, losses, expenses or costs of any kind, whether actual,
alleged or threatened, including attorneys’ fees and costs, court costs, interest, defense costs and
expert witness fees) of any nature (“Liability”), whether actual, alleged or threatened, which
arise out of, pertain to, or relate to the performance or failure to comply with this Agreement,
regardless of any fault or alleged fault of the Indemnified Parties.
1. 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.
2. The only exception to Consultant’s responsibility to indemnify,
protect, defend, and hold harmless the Indemnified Parties from Liability is due to the active
negligence or willful misconduct of City or its elective or appointive boards, officers, agents and
employees.
B. Scope of Obligation. Consultant’s duty to indemnify, protect, defend and
hold harmless as set forth in this Section 11 shall include the duty to defend (by counsel
reasonably satisfactory to the City) as set forth in California Civil Code § 2778. This
indemnification obligation is not limited in any way by any limitation on the amount or type of
damages or compensation payable by or for Consultant under worker’s compensation, disability
or other employee benefit acts or the terms, applicability or limitations of any insurance held or
provided by Consultant and shall continue to bind the parties after termination/completion of this
agreement. This indemnification shall be regardless of, and not in any way limited by, the
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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.
C. Consultant’s duty to indemnify, protect, defend and hold harmless as set
forth in this Section 11 shall not be excused because of the Consultant’s inability to evaluate
Liability, or because the Consultant evaluates Liability and determines that the Consultant is not
or may not be liable. 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 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 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 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.
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C. Prevailing Wage. Consultant and Consultant’s subcontractors (if any)
shall, to the extent required by the California Labor Code, pay not less than the latest prevailing
wage rates to workers and professionals as determined by the Director of Industrial Relations of
the State of California pursuant to California Labor Code, Part 7, Chapter 1, Article 2. Copies of
the applicable wage determination are on file at the City’s office of the City Clerk.
D. Injury and Illness Prevention Program. Consultant certifies that it is aware
of and has complied with the provisions of California Labor Code § 6401.7, which requires
every employer to adopt a written injury and illness prevention program.
E. Business Licenses. Unless exempt by law, Consultant and all
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. Confidential Information. All data, documents, discussions or other information
developed or received by or for Consultant in performance of this Agreement are confidential
and not to be disclosed to any person except as authorized by City, or as required by law.
15. Assignment; Subcontractors; Employees
A. Assignment. Consultant shall not assign, delegate, transfer, or convey its
duties, responsibilities, or interests in this Agreement or any right, title, obligation, or interest in
or to the same or any part thereof without the City’s prior written consent, which shall be in the
City’s sole discretion. Any assignment without such approval shall be void and, at the City’s
option, shall immediately cause this Agreement to terminate.
B. Subcontractors; Employees. Consultant shall be responsible for
employing or engaging all persons necessary to perform Consultant’s services hereunder. No
subcontractor of Consultant shall be recognized by the City as such; rather, all subcontractors are
deemed to be employees of Consultant, and Consultant agrees to be responsible for their
performance. Consultant shall give its personal attention to the fulfillment of the provisions of
this Agreement by all of its employees and subcontractors, if any, and shall keep the work under
its control. If any employee or subcontractor of Consultant fails or refuses to carry out the
provisions of this Agreement or appears to be incompetent or to act in a disorderly or improper
manner, it shall be discharged immediately from the work under this Agreement on demand of
the Project Manager.
16. Insurance. Without limiting Consultant’s indemnification provided herein,
Consultant shall, at its own expense, procure and maintain insurance that complies with the
requirements set forth in Exhibit C to this Agreement, which is attached hereto and incorporated
by reference. Consultant shall upon thirty (30) days’ written notice comply with any changes in
the amounts and terms of insurance as may be required from time-to-time by City’s risk
manager.
17. Termination of Agreement; Default.
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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 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 Consultant’s breach of the Agreement.
C. In the event City terminates this Agreement without cause, Consultant
shall be entitled to any compensation owed to it up to the time of such termination, it being
understood that any payments are full compensation for services rendered prior to the time of
payment.
D. Upon termination of this Agreement with or without cause, Consultant
shall turn over to the City Manager immediately any and all copies of studies, sketches,
drawings, computations, and other data, whether or not completed, prepared by Consultant or its
subcontractors, if any, or given to Consultant or its subcontractors, if any, in connection with this
Agreement. Such materials shall become the permanent property of the City. Consultant,
however, shall not be liable for the City’s use of incomplete materials nor for the City’s use of
complete documents if used for other than the project contemplated by this Agreement.
18. Suspension. The City shall have the authority to suspend this Agreement and the
services contemplated herein, wholly or in part, for such period as it deems necessary due to
unfavorable conditions or to the failure on the part of the Consultant to perform any provision of
this Agreement. Consultant will be paid for satisfactory services performed prior to the date of
suspension. During the period of suspension, Consultant shall not receive any payment for
services or expenses incurred by Consultant by reason of such suspension.
19. Merger; Amendment. This Agreement constitutes the complete and exclusive
statement of the agreement between City and Consultant and shall supersede all prior
negotiations, representations, or agreements, either written or oral. This document may be
amended only by written instrument, signed by both the City and Consultant. All provisions of
this Agreement are expressly made conditions.
20. Interpretation. This Agreement shall be interpreted as though it was a product of
a joint drafting effort, and no provisions shall be interpreted against a party on the ground that
said party was solely or primarily responsible for drafting the language to be interpreted.
21. Litigation 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
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court will not be bound by any court fee schedule, but shall, if it is in the interest of justice to do
so, award the full amount of costs, expenses, and attorneys’ fees paid or incurred in good faith.
22. Time Is of the Essence. Time is of the essence in this Agreement. Upon receipt
of a written notice from City to proceed with work required by a Task Order, Consultant shall
immediately commence work to perform the services required by that Task Order according to
the time requirements set in the Task Order.
23. Written Notification. Any notice, demand, request, consent, approval or
communication that either party desires or is required to give to the other party shall be in
writing and either served personally or sent by prepaid, first-class mail. Any such notice,
demand, etc. shall be addressed to the other party at the address set forth below. Either party
may change its address by notifying the other party in writing 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.
If to City: City Clerk
City of Rohnert Park - City Hall
130 Avram Avenue
Rohnert Park, CA 94928
If to Consultant: Freyer & Laureta, Inc.
Attn: Jeffrey J. Tarantino
505 Marin Drive, Suite A220
Novato, CA 94945
24. Consultant’s Books and Records.
A. Consultant shall maintain any and all ledgers, books of account, invoices,
vouchers, canceled checks, and other records or documents evidencing or relating to charges for
services, or expenditures and disbursements charged to City and all documents and records
which demonstrate performance under this Agreement for a minimum period of three (3) years,
or for any longer period required by law, from the date of termination or completion of this
Agreement.
B. Any records or documents required to be maintained pursuant to this
Agreement shall be made available for inspection or audit, at any time during regular business
hours, upon written request by the City Attorney, City Auditor, City Manager, or a designated
representative of any of these officers. Copies of such documents shall be provided to City for
inspection when it is practical to do so. Otherwise, unless an alternative is mutually agreed
upon, the records shall be available at Consultant’s address indicated for receipt of notices in this
Agreement.
C. The City may, by written request by any of the above-named officers,
require that custody of the records be given to the City and that the records and documents be
maintained in the City Manager's office.
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25. Agreement Is Binding. The terms, covenants, and conditions of this Agreement
shall apply to, and shall bind, the heirs, successors, executors, administrators, assigns, and
subcontractors of both parties.
26. Equal Employment Opportunity. Consultant is an equal opportunity employer
and agrees to comply with all applicable state and federal regulations governing equal
employment opportunity. Consultant will not discriminate against any employee or applicant for
employment because of race, religion, age, sex, creed, color, sexual orientation, marital status or
national origin. Consultant will take affirmative action to ensure that applicants are treated
during such employment without regard to race, religion, age, sex, creed, color, sexual
orientation, marital status, or national origin. Such action shall include, but shall not be limited
to, the following: employment, upgrading, demotion, or transfer; recruitment or recruitment
advertising; lay-offs or termination; rates of pay or other forms of compensation; and selection
for training, including apprenticeship. Consultant further agrees to post in conspicuous places,
available to employees and applicants for employment, notices setting forth the provisions of this
nondiscrimination clause.
27. Non-Exclusive Agreement. This is a non-exclusive agreement. City reserves the
right to provide, and to retain other consultants to provide, services that are the same or similar to
the services described in this Agreement.
28. City Not Obligated to Third Parties. The City shall not be obligated or liable for
payment hereunder to any party other than Consultant.
29. Remedies/Waiver. No failure on the part of either party to exercise any term,
covenant, condition, right or remedy hereunder shall operate as a waiver of any other term,
covenant, condition, right or remedy that such party may have hereunder. All remedies
permitted or available under this Agreement, or at law or in equity, are cumulative and
alternative. As a condition precedent to commencing legal action involving a claim or dispute
against the City arising from this Agreement, 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.
30. Severability. If any one or more of the provisions contained herein shall for any
reason be held to be invalid, illegal or unenforceable in any respect, then such provision or
provisions shall be deemed severable from the remaining provisions hereof, and such invalidity,
illegality, or unenforceability shall not affect any other provision hereof, and this Agreement
shall be construed as if such invalid, illegal, or unenforceable provision had not been contained
herein.
31. Exhibits. The following exhibits are attached to this Agreement and incorporated
herein by this reference:
A. Exhibit A: Scope of Work and Schedule of Performance
B. Exhibit B: Compensation
C. Exhibit C: Insurance Requirements
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32. Execution. This Agreement may be executed in several counterparts, each of
which shall constitute one and the same instrument and shall become binding upon the parties
when at least one copy hereof shall have been signed by both parties hereto. In approving this
Agreement, it shall not be necessary to produce or account for more than one such counterpart.
The parties hereby expressly agree to the use of electronic signatures, which shall be deemed to
have the same effect as an original signature.
33.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.
34.Applicable Law; Venue. This Agreement shall be construed and interpreted
according to California law. In the event that suit shall be brought by either party hereunder, the
parties agree that a trial of such action shall be held exclusively in a state court in the County of
Sonoma, California.
35. Authority. Each individual executing this Agreement on behalf of one of the
parties represents that he or she is duly authorized to sign and deliver the Agreement on behalf of
such party and that this Agreement is binding on such party in accordance with its terms.
IN WITNESS WHEREOF, City and Consultant have executed this Agreement as of the date first
above written.
CITY OF ROHNERT PARK FREYER & LAURETA, INC.
By: __________________________________
Marcela Piedra, City Manager (Date)
By:
Richard Laureta, P.E., President (Date)
Per Resolution No. 2026-______adopted by the Rohnert
Park City Council at its meeting of February 10, 2026.
By: _________________________________
Tracy Rankin, Interim Risk Manager (Date)
By: _________________________________
Betsy Howze, Finance Director (Date)
FREYER & LAURETA, INC.
By:
Jeffrey J. Tarantino (Date)
P.E., Board Secretary
APPROVED AS TO FORM:
By: __________________________________
Michelle Marchetta Kenyon, City Attorney
ATTEST:
By: __________________________________
Sylvia Lopez Cuevas, City Clerk
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1/30/2026
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24
FREYER & LAURETA, INC. Civil Engineers · Surveyors · Construction Managers
A SCOPE OF SERVICES
Focus Areas: Water, Sewer, and Storm Drainage Engineering
F&L provides comprehensive civil engineering, surveying, and construction-management
services focused on the planning, design, and maintenance of municipal utility infrastructure.
Our team offers the technical depth, responsiveness, and experience necessary to serve
as an extension of City staff—supporting Rohnert Park’s water, wastewater, and stormwater
programs through all phases of project delivery.
Founded in 1997, F&L is a California-based Small Business (SB-Micro) and Minority Business
Enterprise (MBE) with offices in San Francisco, Alameda, Cupertino, and Novato. For nearly
three decades, we have partnered with Bay Area cities and special districts to deliver
safe, resilient, and sustainable public-works improvements. Our engineers, surveyors,
and construction managers are well-versed in City, County, and regional standards; the
Subdivision Map Act; stormwater regulations; and the permitting requirements of agencies
such as Sonoma Water, Caltrans, and the Regional Water Quality Control Board.
A. Water Systems
F&L provides a full range of water system engineering services to support both new
development review and municipal capital projects.
•System Planning and Hydraulic Analysis – Evaluate existing distribution systems, prepare
hydraulic models, and develop system improvement plans to meet growth and fire-flow
needs.
•Design and Construction Documents – Prepare plans, specifications, and cost estimates
(PS&E) for pipelines, service connections, reservoirs, pump stations, and control systems.
•Condition Assessment and Rehabilitation – Conduct field evaluations, assess system
condition, and recommend phased rehabilitation or replacement projects.
•Coordination and Permitting – Coordinate with Sonoma Water and other utilities; assist
with encroachment, agency, and regulatory permits.
•Plan Review Support – Review developer improvement plans, confirm system connections
and pressure zones, and verify compliance with City standards.
•Construction Support – Provide construction management, submittal review, and
inspection to ensure compliance with approved designs.
B. Sewer Systems
F&L has extensive experience supporting municipal clients with sewer collection and
conveyance system planning, design, and field inspection.
•Collection System Planning and Design – Prepare PS&E for gravity and force mains, pump
stations, and rehabilitation programs.
•Master Planning and Capacity Evaluation – Perform flow monitoring, hydraulic modeling,
and capacity analyses to inform capital planning and regulatory compliance.
•Condition Assessments and Prioritization – Review CCTV data and develop condition
ratings and CIP recommendations.
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EXHIBIT A
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FREYER & LAURETA, INC. Civil Engineers · Surveyors · Construction Managers
•Development Review – Evaluate private development submittals for alignment with City
standards, verify downstream capacity, and provide defensible, documented review
comments.
•Construction Administration and Inspection – Support field inspection, coordinate with
contractors and City staff, and document as-built conditions.
•Regulatory Coordination – Ensure consistency with NPDES, State Water Board, and local
sanitary system requirements.
C. Storm Drainage and Stormwater Management
F&L’s stormwater engineering expertise encompasses drainage design, hydrology and
hydraulics, Low Impact Development (LID), and regulatory compliance.
•Drainage Design and Modeling – Evaluate watershed characteristics and prepare storm-
drain system designs and improvement plans.
•Stormwater Control Plans (SCPs) – Prepare and review SCPs in accordance with the City’s
NPDES permit requirements and current stormwater ordinances.
•Low Impact Development (LID) – Review or design site drainage and treatment systems
incorporating LID and green-infrastructure practices.
•Hydrology and Flood Control Studies – Perform hydraulic modeling and culvert analyses;
provide design solutions to mitigate flooding and improve conveyance.
•Construction Phase Support – Prepare and review SWPPPs, perform field verification of
erosion- and sediment-control measures, and coordinate inspection documentation.
•Agency Coordination – Coordinate with the Sonoma Water Agency and other regional
partners on drainage and flood-control design review.
D. Project Management and Quality Assurance
Every task order performed under this Agreement will be managed by an experienced,
licensed engineer supported by F&L’s established QA/QC framework.
•Task Initiation and Scoping – Each assignment begins with a written confirmation of scope,
schedule, and deliverables to ensure clear expectations and accountability.
•QA/QC Review – All work undergoes independent senior-level review using discipline-
specific checklists to verify accuracy, consistency, and constructability.
•Coordination and Communication – F&L maintains direct communication with City staff
through progress updates, review logs, and concise documentation.
•Schedule and Budget Control – Labor and costs are tracked bi-weekly to ensure that all
work remains within approved task-order budgets.
Through nearly 30 years of service to Bay Area municipalities, F&L has refined a delivery model
built on responsiveness, technical accuracy, and clear communication. Our focused expertise
in water, sewer, and storm drainage engineering makes F&L a strong and ready partner to
support the City of Rohnert Park’s Development Services and Public Works Departments with
flexible, high-quality on-call consulting services.
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FREYER & LAURETA, INC. Civil Engineers · Surveyors · Construction Managers
EXHIBIT B- HOURLY RATE SHEET
F&L provides the following schedule of hourly billing rates for professional and technical services.
These rates are current for the first year of the City of Rohnert Park Master Agreement for Consultant
Services and may be adjusted annually with prior City approval in accordance with the Agreement.
Effective January 1, 2026
CHARGE RATE SCHEDULE
Professional & Technical Services of Freyer & Laureta, Inc. staff are provided on a fixed fee or an hourly rate
basis as follows:
Fixed Fee
Where a definitive scope of work can be established, many of our clients prefer that a specific fee be agreed upon in
advance. Billings are submitted monthly based upon percent complete as of the last accounting day of the month.
Hourly Rate
Applicable to Plan Preparation, Design, and Report services where the scope of work must remain open, Freyer &
Laureta, Inc. utilizes the following hourly charge rate basis for billing purposes.
Consulting Category 2026 Rates
Production Aide - Clerical $118
Drafter I - Technical Typist - Survey Tech II $125
Drafter II - Word Processor $135
Engineering Tech I - Drafter III $150
Staff Engineer I - Engineering Tech II - Survey Tech III $175
Staff Engineer II - Engineering Tech III - Survey Tech IV $180
Staff Engineer III - Senior Engineering Tech $185
Staff Engineer IV - Survey Tech V - Construction Inspector $205
Associate Engineer - Associate Surveyor (L.L.S.)$220
Senior Engineer - Construction Manager $240
Senior Construction Inspector $240
Project Manager - Principal Surveyor (L.L.S.)$255
Senior Project Manager - Principal Surveyor (L.L.S.)$275
Associate Principal $285
Principal $300
Forensic Engineering $425
Deposition & Court Appearance $550
Subconsultant, Reproduction, Printing, Travel, Mailing & Delivery - Cost plus 10%
Interest Charge - Billings are due and payable
within 30 days. A monthly interest charge equal to the
Federal Discount Rate plus 5% will be applied on the
next billing beyond the 30-day payment period.
The foregoing Charge Rate Schedule is
incorporated into the Agreement for the Services of
Freyer & Laureta, Inc. and may be updated annually.
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FREYER & LAURETA, INC. Civil Engineers · Surveyors · Construction Managers
Hourly rates shown are representative and may be adjusted annually per Section III of the City’s Master
Agreement for Consultant Services. Rates include all direct labor, overhead, and administrative costs.
Reimbursable expenses (e.g., mileage, printing, or subconsultant fees) will be billed in accordance with
City policy and pre-approved task-order authorizations.
Effective Date and Annual Update
Rates are effective January 1, 2026, and may be adjusted once per year with prior City approval
in accordance with the Master Agreement.
Reimbursable Expenses
F&L’s rate schedule is designed to provide flexibility and value for the City. Our staffing structure
allows us to assign the most qualified personnel appropriate to each task’s complexity,
ensuring cost efficiency while maintaining the highest standards of technical performance.
Detailed scopes and budgets will accompany each task order, with itemized monthly invoices
for full transparency and accountability.
Labor Categories
Labor classifications apply to both office and field assignments, including engineering design,
plan and map review, construction inspection, and project management services. Each task
order will identify the specific personnel and level of effort anticipated for City approval prior to
initiation.
Rate Structure Summary
F&L’s rate schedule is designed to provide flexibility and value for the City. Our staffing structure
allows us to assign the most qualified personnel appropriate to each task’s complexity,
ensuring cost efficiency while maintaining the highest standards of technical performance.
Detailed scopes and budgets will accompany each task order, with itemized monthly invoices
for full transparency and accountability.
F&L’s rate schedule is competitive within the Bay Area municipal market and reflects our
commitment to delivering responsive, high-quality professional services that support the City’s
long-term infrastructure goals.
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Exhibit C
OAK #4862-8048-1163 (Rev 10-23)
EXHIBIT C
INSURANCE REQUIREMENTS for Consulting 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
a 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 a 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 a limit no less than $2,000,000 per occurrence or claim,
$2,000,000 aggregate.
If 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 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).
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Exhibit C
OAK #4862-8048-1163 (Rev 10-23)
Primary Coverage
For any claims related to this contract, 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 in 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
written 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 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
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; and
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, Consultant must
purchase “extended reporting” coverage for a minimum of five (5) years after completion
of contract work.
Verification of Coverage
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Exhibit C
OAK #4862-8048-1163 (Rev 10-23)
Consultant shall furnish the City with original Certificates of Insurance including all required
amendatory endorsements (or copies of the applicable policy language effecting coverage
required by this clause) and a copy of the Declarations and Endorsement Page of the CGL policy
listing all policy endorsements to City before work begins. However, failure to obtain the
required documents prior to the work beginning shall not waive 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.
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CERTIFICATE OF CONSULTANT
I HEREBY CERTIFY that I am the __________________________________, and a
duly authorized representative of the firm of _____________________________________,
whose address is ______________________________________________________, and that
neither I nor the above firm I here represent has:
a) Employed or retained for a commission, percentage, brokerage, contingent
fee, or other consideration, any firm or person (other than a bona fide
employee working solely for me or the above consultant) to solicit to
secure this Agreement.
b) Agreed, as an express or implied condition for obtaining this contract, to
employ or retain the services of any firm or person in connection with
carrying out the Agreement; or
c) Paid, or agreed to pay, to any firm, organization or person (other than a
bona fide employee working solely for me or the above consultant) any
fee, contribution, donation, or consideration of any kind for, or in
connection with, procuring or carrying out the Agreement;
Except as here expressly stated (if any);
I acknowledge that this certificate is subject to applicable State and Federal laws, both
criminal and civil.
_________________ ___________________________________
Date Signature
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Freyer & Laureta, Inc.
1/30/2026
President
150 Executive Park Blvd, Suite 4200, San Francisco CA 94134
OAK #4862-8048-1163 (Rev 10-23)
MASTER AGREEMENT FOR CONSULTANT SERVICES
This MASTER AGREEMENT FOR CONSULTANT SERVICES (“Agreement”) is
entered into as of the 10th day of February, 2026, by and between the City of Rohnert Park
(“City”), a California municipal corporation, and Ghirardelli Associates, Inc. (“Consultant”), a
California corporation, with reference to the following facts, understandings and intentions.
Recitals
WHEREAS, City desires to obtain services designated in Exhibit A; and
WHEREAS, Consultant hereby warrants to City that Consultant is skilled and able to
provide such services described in Section 3 of this Agreement; and
WHEREAS, City desires to retain Consultant pursuant to this Agreement to provide the
services described in Section 3 of this Agreement, subject to the terms and conditions of this
Agreement
Agreement
NOW, THEREFORE, in consideration of their mutual covenants, the parties hereto agree
as follows:
1. Incorporation of Recitals. The recitals and all defined terms set forth above are
hereby incorporated into this Agreement as if set forth herein in full.
2. Project Coordination. Authorized representatives shall represent City and
Consultant in all matters pertaining to this Agreement.
A. City. The City Manager or his/her designee shall represent City for all
purposes under this Agreement, except where approval for the City is specifically required by the
City Council. The CIP Program Manager is hereby designated as the project manager (“Project
Manager”). The Project Manager shall supervise the progress and execution of this Agreement.
B. Consultant. Consultant shall assign Frank Navarro to have overall
responsibility for the progress and execution of this Agreement for Consultant.
3. Scope and Performance of Services
A. Scope of Services. Subject to such policy direction and approvals as City
may determine from time to time, Consultant shall perform the type of services generally set out
in the Scope of Work attached hereto as Exhibit A and incorporated herein by reference.
Consultant shall be assigned to provide particular services pursuant to the requirements of a task
order that has been issued in conformance with the City’s Purchasing Policy (“Task Order”)
executed by Consultant and City.
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
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executed agreement from City and obtaining and delivering the required insurance coverage, and
satisfactory evidence thereof, to City. Consultant shall perform its services in accordance with
the schedule attached to the Task Order. Any changes to these dates in either this Section 3 or
the Task Order shall be approved in writing by the Project Manager.
C. Standard of Quality. City relies upon the professional ability of
Consultant as a material inducement to entering into this Agreement. All work performed by
Consultant under this Agreement shall be performed (1) with due diligence, using its best efforts
to perform and coordinate all activities in a timely manner; (2) in accordance with all applicable
legal requirements; and (3) with the standard of quality ordinarily 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: (1) for services provided
directly under this Agreement be at the rate and schedules more particularly described in Exhibit
B, attached hereto and incorporated by this reference; or (2) for services authorized by Task
Orders, be at the rate and schedules specified by said Task Order. However, in no event shall the
amount City pays to Consultant for services provided directly under this Agreement exceed
fifteen thousand dollars ($15,000.00); nor shall the amount City pays to Consultant for work
done by Task Order exceed the total compensation specified by the Task Order. City’s
obligation to pay compensation to Consultant as provided herein is contingent upon Consultant’s
compliance with the terms and conditions of this Agreement and any amendments thereto.
Payment by City under this Agreement shall not be deemed a waiver of unsatisfactory work,
even if such defects were known to the City at the time of payment.
B. Timing of Payment. City shall pay Consultant as compensation in full for
such services and expenses for the different elements of the scope of work as follows:
(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.
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C. Changes in Compensation. Consultant will not undertake any work that
will incur costs in excess of the amount set forth in Section 4(A) of this Agreement without prior
written amendment to this Agreement. City shall have the right to amend the Scope of Work
within the Agreement by written notification to the Consultant. In such event, the compensation
and time of performance shall be subject to renegotiation upon written demand of either party to
the Agreement. Consultant shall not commence any work exceeding the Scope of Work without
prior written authorization from the City. Failure of the Consultant to secure City’s written
authorization for extra or changed work shall constitute a waiver of any and all right to
adjustment in the contract price or time due, whether by way of compensation, restitution,
quantum meruit, etc. for work done without the appropriate City authorization.
D. Taxes. Consultant shall pay all taxes, assessments and premiums under
the federal Social Security Act, any applicable unemployment insurance contributions, Workers
Compensation insurance premiums, sales taxes, use taxes, personal property taxes, or other taxes
or assessments now or hereafter in effect and payable by reason of or in connection with the
services to be performed by Consultant.
E. No Overtime or Premium Pay. Consultant shall receive no premium or
enhanced pay for work normally understood as overtime, i.e., hours that exceed forty (40) hours
per work week, or work performed during non-standard business hours, such as in the evenings
or on weekends. Consultant shall not receive a premium or enhanced pay for work performed on
a recognized holiday. Consultant shall not receive paid time off for days not worked, whether it
be in the form of sick leave, administrative leave, or for any other form of absence.
F. Litigation Support. Consultant agrees to testify at City’s request if
litigation is brought against City in connection with Consultant’s work product. Unless the
action is brought by Consultant or is based upon Consultant’s negligence, City will compensate
Consultant for the preparation and the testimony at Consultant’s standard hourly rates, if
requested by City and not part of the litigation brought by City against Consultant.
5. Term. The term of this Agreement shall commence on the date of its execution
by both parties and shall continue in full force and effect until December 31, 2029, unless earlier
terminated in accordance with this Agreement. Notwithstanding the foregoing, this Agreement
may be extended for successive one-year term(s) upon mutual, written approval by the City
Manager or his/her designee and Consultant. Work authorized by a separate Task Order as
contemplated by this Agreement shall be performed in accordance with the schedule set forth in
the Task Order.
6. Inspection. Consultant shall furnish City with every reasonable opportunity for
City to ascertain that the services of Consultant are being performed in accordance with the
requirements and intentions of this Agreement. All work done and all materials furnished, if
any, shall be subject to the Project Manager’s inspection and approval. The inspection of such
work shall not relieve Consultant of any of its obligations to fulfill the Agreement as prescribed.
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,
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prepared or obtained by the Consultant under the Agreement shall be vested in City, none of
which shall be used in any manner whatsoever, by any person, firm, corporation, or agency
without the expressed written consent of the City. Consultant shall assume no responsibility for
the unintended use by others of such final work products which are not related to the scope of the
services described under this Agreement. Basic survey notes and sketches, charts, computations,
and other data prepared or obtained under the Agreement shall be made available, upon request,
to City without restriction or limitations on their use. Consultant may retain copies of the above-
described information but agrees not to disclose or discuss any information gathered, discussed
or generated in any way through this Agreement without the written permission of City during
the term of this Agreement, unless required by law.
8. Employment of Other Consultants, Specialists or Experts. Consultant will not
employ or otherwise incur an obligation to pay other consultants, specialists or experts for
services in connection with this Agreement without the prior written approval of the City.
9. Conflict of Interest Requirements.
A. Consultant covenants and represents that neither it, nor any officer or
principal of its firm, has, or shall acquire any investment, income, business entity, interest in real
property, or other interest, directly or indirectly, which would conflict in any manner with the
interests of City, hinder Consultant’s performance of services under this Agreement, or be
affected in any manner or degree by performance of Consultant’s services hereunder. Consultant
further covenants that in the performance of the Agreement, no person having any such interest
shall be employed by it as an officer, employee, agent, or subcontractor without the express
written consent of the City. Consultant agrees at all times to avoid conflicts of interest, or the
appearance of any conflicts of interest, with the interests of the City in the performance of the
Agreement.
B. Consultant is not a designated employee within the meaning of the
Political Reform Act because Consultant:
(1) will not have the power to make any governmental decision,
including whether to: approve any rates, rules, regulations, policies, standards, or guidelines of
the City or any of its subdivisions; adopt or enforce any laws; issue, deny, suspend, or revoke
any permit, license, application, certificate, order, or any similar authorization or entitlement;
authorize, modify, or renew any form of City contract; grant approval to any City contract
specifications on behalf of the City; or grant City approval for any plans, designs, reports, or
similar; and
(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” includes 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
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(3) will not perform the same duties for the City that would otherwise
be performed by a staff member required to report under the City’s conflict of interest code.
(2 Cal. Code Regs. § 18700.3.)
10. Liability of Members and Employees of City. No member of the City and no
other officer, elected official, employee or agent of the City shall be personally liable to
Consultant or otherwise in the event of any default or breach of the City, or for any amount
which may become due to Consultant or any successor in interest, or for any obligations directly
or indirectly incurred under the terms of this Agreement. To the maximum extent permitted by
law, the City shall have no liability or responsibility for any accident, loss, or damage to any
work performed under this Agreement whether prior to its completion or acceptance or
otherwise.
11. Indemnity.
A. Indemnification. To the fullest extent permitted by law, Consultant shall,
at its own expense, indemnify, protect, defend (by counsel reasonably satisfactory to the City)
and hold harmless City and any and all of its officers, officials, employees, agents and volunteers
(“Indemnified Parties”) from and against any and all liability (including liability for claims,
demands, damages, obligations, suits, actions, arbitration proceedings, administrative
proceedings, regulatory proceedings, losses, expenses or costs of any kind, whether actual,
alleged or threatened, including attorneys’ fees and costs, court costs, interest, defense costs and
expert witness fees) of any nature (“Liability”), whether actual, alleged or threatened, which
arise out of, pertain to, or relate to the performance or failure to comply with this Agreement,
regardless of any fault or alleged fault of the Indemnified Parties.
1. 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.
2. The only exception to Consultant’s responsibility to indemnify,
protect, defend, and hold harmless the Indemnified Parties from Liability is due to the active
negligence or willful misconduct of City or its elective or appointive boards, officers, agents and
employees.
B. Scope of Obligation. Consultant’s duty to indemnify, protect, defend and
hold harmless as set forth in this Section 11 shall include the duty to defend (by counsel
reasonably satisfactory to the City) as set forth in California Civil Code § 2778. This
indemnification obligation is not limited in any way by any limitation on the amount or type of
damages or compensation payable by or for Consultant under worker’s compensation, disability
or other employee benefit acts or the terms, applicability or limitations of any insurance held or
provided by Consultant and shall continue to bind the parties after termination/completion of this
agreement. This indemnification shall be regardless of, and not in any way limited by, the
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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.
C. Consultant’s duty to indemnify, protect, defend and hold harmless as set
forth in this Section 11 shall not be excused because of the Consultant’s inability to evaluate
Liability, or because the Consultant evaluates Liability and determines that the Consultant is not
or may not be liable. 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 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 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 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.
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C. Prevailing Wage. Consultant and Consultant’s subcontractors (if any)
shall, to the extent required by the California Labor Code, pay not less than the latest prevailing
wage rates to workers and professionals as determined by the Director of Industrial Relations of
the State of California pursuant to California Labor Code, Part 7, Chapter 1, Article 2. Copies of
the applicable wage determination are on file at the City’s office of the City Clerk.
D. Injury and Illness Prevention Program. Consultant certifies that it is aware
of and has complied with the provisions of California Labor Code § 6401.7, which requires
every employer to adopt a written injury and illness prevention program.
E. Business Licenses. Unless exempt by law, Consultant and all
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. Confidential Information. All data, documents, discussions or other information
developed or received by or for Consultant in performance of this Agreement are confidential
and not to be disclosed to any person except as authorized by City, or as required by law.
15. Assignment; Subcontractors; Employees
A. Assignment. Consultant shall not assign, delegate, transfer, or convey its
duties, responsibilities, or interests in this Agreement or any right, title, obligation, or interest in
or to the same or any part thereof without the City’s prior written consent, which shall be in the
City’s sole discretion. Any assignment without such approval shall be void and, at the City’s
option, shall immediately cause this Agreement to terminate.
B. Subcontractors; Employees. Consultant shall be responsible for
employing or engaging all persons necessary to perform Consultant’s services hereunder. No
subcontractor of Consultant shall be recognized by the City as such; rather, all subcontractors are
deemed to be employees of Consultant, and Consultant agrees to be responsible for their
performance. Consultant shall give its personal attention to the fulfillment of the provisions of
this Agreement by all of its employees and subcontractors, if any, and shall keep the work under
its control. If any employee or subcontractor of Consultant fails or refuses to carry out the
provisions of this Agreement or appears to be incompetent or to act in a disorderly or improper
manner, it shall be discharged immediately from the work under this Agreement on demand of
the Project Manager.
16. Insurance. Without limiting Consultant’s indemnification provided herein,
Consultant shall, at its own expense, procure and maintain insurance that complies with the
requirements set forth in Exhibit C to this Agreement, which is attached hereto and incorporated
by reference. Consultant shall upon thirty (30) days’ written notice comply with any changes in
the amounts and terms of insurance as may be required from time-to-time by City’s risk
manager.
17. Termination of Agreement; Default.
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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 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 Consultant’s breach of the Agreement.
C. In the event City terminates this Agreement without cause, Consultant
shall be entitled to any compensation owed to it up to the time of such termination, it being
understood that any payments are full compensation for services rendered prior to the time of
payment.
D. Upon termination of this Agreement with or without cause, Consultant
shall turn over to the City Manager immediately any and all copies of studies, sketches,
drawings, computations, and other data, whether or not completed, prepared by Consultant or its
subcontractors, if any, or given to Consultant or its subcontractors, if any, in connection with this
Agreement. Such materials shall become the permanent property of the City. Consultant,
however, shall not be liable for the City’s use of incomplete materials nor for the City’s use of
complete documents if used for other than the project contemplated by this Agreement.
18. Suspension. The City shall have the authority to suspend this Agreement and the
services contemplated herein, wholly or in part, for such period as it deems necessary due to
unfavorable conditions or to the failure on the part of the Consultant to perform any provision of
this Agreement. Consultant will be paid for satisfactory services performed prior to the date of
suspension. During the period of suspension, Consultant shall not receive any payment for
services or expenses incurred by Consultant by reason of such suspension.
19. Merger; Amendment. This Agreement constitutes the complete and exclusive
statement of the agreement between City and Consultant and shall supersede all prior
negotiations, representations, or agreements, either written or oral. This document may be
amended only by written instrument, signed by both the City and Consultant. All provisions of
this Agreement are expressly made conditions.
20. Interpretation. This Agreement shall be interpreted as though it was a product of
a joint drafting effort, and no provisions shall be interpreted against a party on the ground that
said party was solely or primarily responsible for drafting the language to be interpreted.
21. Litigation 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
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court will not be bound by any court fee schedule, but shall, if it is in the interest of justice to do
so, award the full amount of costs, expenses, and attorneys’ fees paid or incurred in good faith.
22. Time Is of the Essence. Time is of the essence in this Agreement. Upon receipt
of a written notice from City to proceed with work required by a Task Order, Consultant shall
immediately commence work to perform the services required by that Task Order according to
the time requirements set in the Task Order.
23. Written Notification. Any notice, demand, request, consent, approval or
communication that either party desires or is required to give to the other party shall be in
writing and either served personally or sent by prepaid, first-class mail. Any such notice,
demand, etc. shall be addressed to the other party at the address set forth below. Either party
may change its address by notifying the other party in writing 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.
If to City: City Clerk
City of Rohnert Park - City Hall
130 Avram Avenue
Rohnert Park, CA 94928
If to Consultant: Ghirardelli Associates, Inc.
Attn: Frank Navarro
6601 Owens Drive, Suite 155
Pleasanton, CA 94588
24. Consultant’s Books and Records.
A. Consultant shall maintain any and all ledgers, books of account, invoices,
vouchers, canceled checks, and other records or documents evidencing or relating to charges for
services, or expenditures and disbursements charged to City and all documents and records
which demonstrate performance under this Agreement for a minimum period of three (3) years,
or for any longer period required by law, from the date of termination or completion of this
Agreement.
B. Any records or documents required to be maintained pursuant to this
Agreement shall be made available for inspection or audit, at any time during regular business
hours, upon written request by the City Attorney, City Auditor, City Manager, or a designated
representative of any of these officers. Copies of such documents shall be provided to City for
inspection when it is practical to do so. Otherwise, unless an alternative is mutually agreed
upon, the records shall be available at Consultant’s address indicated for receipt of notices in this
Agreement.
C. The City may, by written request by any of the above-named officers,
require that custody of the records be given to the City and that the records and documents be
maintained in the City Manager's office.
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25. Agreement Is Binding. The terms, covenants, and conditions of this Agreement
shall apply to, and shall bind, the heirs, successors, executors, administrators, assigns, and
subcontractors of both parties.
26. Equal Employment Opportunity. Consultant is an equal opportunity employer
and agrees to comply with all applicable state and federal regulations governing equal
employment opportunity. Consultant will not discriminate against any employee or applicant for
employment because of race, religion, age, sex, creed, color, sexual orientation, marital status or
national origin. Consultant will take affirmative action to ensure that applicants are treated
during such employment without regard to race, religion, age, sex, creed, color, sexual
orientation, marital status, or national origin. Such action shall include, but shall not be limited
to, the following: employment, upgrading, demotion, or transfer; recruitment or recruitment
advertising; lay-offs or termination; rates of pay or other forms of compensation; and selection
for training, including apprenticeship. Consultant further agrees to post in conspicuous places,
available to employees and applicants for employment, notices setting forth the provisions of this
nondiscrimination clause.
27. Non-Exclusive Agreement. This is a non-exclusive agreement. City reserves the
right to provide, and to retain other consultants to provide, services that are the same or similar to
the services described in this Agreement.
28. City Not Obligated to Third Parties. The City shall not be obligated or liable for
payment hereunder to any party other than Consultant.
29. Remedies/Waiver. No failure on the part of either party to exercise any term,
covenant, condition, right or remedy hereunder shall operate as a waiver of any other term,
covenant, condition, right or remedy that such party may have hereunder. All remedies
permitted or available under this Agreement, or at law or in equity, are cumulative and
alternative. As a condition precedent to commencing legal action involving a claim or dispute
against the City arising from this Agreement, 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.
30. Severability. If any one or more of the provisions contained herein shall for any
reason be held to be invalid, illegal or unenforceable in any respect, then such provision or
provisions shall be deemed severable from the remaining provisions hereof, and such invalidity,
illegality, or unenforceability shall not affect any other provision hereof, and this Agreement
shall be construed as if such invalid, illegal, or unenforceable provision had not been contained
herein.
31. Exhibits. The following exhibits are attached to this Agreement and incorporated
herein by this reference:
A. Exhibit A: Scope of Work and Schedule of Performance
B. Exhibit B: Compensation
C. Exhibit C: Insurance Requirements
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32. Execution. This Agreement may be executed in several counterparts, each of
which shall constitute one and the same instrument and shall become binding upon the parties
when at least one copy hereof shall have been signed by both parties hereto. In approving this
Agreement, it shall not be necessary to produce or account for more than one such counterpart.
The parties hereby expressly agree to the use of electronic signatures, which shall be deemed to
have the same effect as an original signature.
33.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.
34.Applicable Law; Venue. This Agreement shall be construed and interpreted
according to California law. In the event that suit shall be brought by either party hereunder, the
parties agree that a trial of such action shall be held exclusively in a state court in the County of
Sonoma, California.
35. Authority. Each individual executing this Agreement on behalf of one of the
parties represents that he or she is duly authorized to sign and deliver the Agreement on behalf of
such party and that this Agreement is binding on such party in accordance with its terms.
IN WITNESS WHEREOF, City and Consultant have executed this Agreement as of the date first
above written.
CITY OF ROHNERT PARK GHIRARDELLI ASSOCIATES, INC.
By: __________________________________
Marcela Piedra, City Manager (Date)
By:
Randall Bruner, President/CEO (Date)
Per Resolution No. 2026-______adopted by the Rohnert
Park City Council at its meeting of February 10, 2026.
By: _________________________________
Tracy Rankin, Interim Risk Manager (Date)
By: _________________________________
Betsy Howze, Finance Director (Date)
GHIRARDELLI ASSOCIATES, INC.
By:
Raewyn Butcher (Date)
Executive Vice President
APPROVED AS TO FORM:
By: __________________________________
Michelle Marchetta Kenyon, City Attorney
ATTEST:
By: __________________________________
Sylvia Lopez Cuevas, City Clerk
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2/2/2026
1/28/2026
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CITY OF ROHNERT PARK
Proposal to Provide Consultant Services
Ghirardelli's team provides as-needed services from planning through construction completion. Our team applies a
proactive, collaborative approach built on technical expertise, clear communication, and attention to quality and public
service. Scope of services for this contract includes:
Development Services-Engineering Services
•Private Development Grading Permit Review
•Private Development Improvement Plan Review
•Final Map Review
•Construction Management Services
•Construction Inspection Services
•Surveying Services
•Low Impact Development Design Review
•Public Outreach Services
Public Works-Capital Improvement Services
•Specialization in Municipal Utilities
•Feasibility Studies
•Independent Checks and Peer Reviews
•Condition Assessments
•Drafting Services
•Professional Engineering Services
•Constructability Reviews and Value Engineering
•Civil Engineering Design Services
•Technical Specification Creation Services
•Construction Management and Inspection
Services
•Construction Inspection Services
•Cost Estimating Services
•Project Management Services
•State and Federal Project Management
•Grant Assistance
•Land Surveying Services
•Public Outreach
Approach to Services
Ghirardelli’s approach to consultant services centers on
proactive coordination, technical expertise, and effective
communication to deliver projects efficiently and in
alignment with agency goals. A brief overview of our team’s
approach to our services is outlined below.
Staff Augmentation Services
Ghirardelli employs a diverse team of engineering
professionals, ranging from office engineers and permit
technicians to senior-level staff, who can assist the City in
a staff augmentation role. In this capacity, Ghirardelli is
an extension of the City’s workforce, delivering essential
services as required. At the contract kick-off, Ghirardelli will
discuss with the City’s Project Manager and determine the
City’s specific needs. Upon request, Ghirardelli can furnish
additional resumes for staff members to bolster support for
the City.
Entitlement Development Application Review
Ghirardelli will provide the City with Planning Entitlement
Review services (see Figure 1), the scope of which
generally consists of:
•Attending pre-application meetings with the City and
Applicant and providing preliminary comments
•Reviewing various entitlement packages (including but
not limited to tentative maps, site plan and architectural
review, tentative parcel maps, etc.), which may include
the following conceptual plans/reports:
¾Site plans including turning templates, vehicle/
pedestrian circulation, and emergency vehicle access
Exhibit A: Scope of Work and Schedule of Performance
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CITY OF ROHNERT PARK
Proposal to Provide Consultant Services
¾Grading and drainage plans
¾Utility plans
¾Stormwater management plans and approach
to ensure conformance to the NPDES Municipal
Regional Permit
¾Traffic signal, photometrics, street lighting, landscape
and irrigation plans
¾Various mapping elements including easement
dedications, vacations, creation of new lot lines etc.
¾Traffic, water supply, assessment, hydraulic analysis,
sewer capacity, and geotechnical studies.
¾Structural design and calculations as they pertain to
civil infrastructure
•Assisting the City in preparation of project specific
conditions of approval and development agreements (if
necessary)
•Coordinate with City staff, Applicants, and other key
stakeholders to progress the project
•Review preliminary plans for off-site improvements
required as part of development projects
•Provide engineering support to the City during the
CEQA process
•Assist the City in preparation of staff reports
•Attending City council, planning commission, and
various other community meetings as requested by
the City, to provide technical advice to staff or seek
clarification on standards and policies from staff
Public Works Engineering Plan Check
•Ghirardelli will provide the City with comprehensive
public works engineering plan review services, the
scope of which generally consists of: Reviewing buildingand improvement plans, which may include:
¾Rough grading
¾Site plans including turning templates, vehicle/pedestrian circulation, and emergency vehicle access
¾Site grading and drainage
¾Utility and associated utility profiles
01
02
03
04
05
07
08
Initiation
Ghirardelli receives project for review,
defines scope and objective of
agency and identify stakeholders
Research
Conduct preliminary research on agency standards, review
project and specific
documents
Review
Perform an initial
review of the
plans, reviewing for
conformance with
standards and specs
Collaboration
Meet with the
agency and key
stakeholders (as
needed) to review
for comments
Integration
Compile feedback
and suggestions from the
collaboration phase, implement
necessary changes
QA/QC
Ghirardelli’s
licensed Engineer
will perform an
extensive QA/QC
of plans and final
comments
Final Review
Finalize comments,
associated redlines
and return
to agency for
distribution
Figure 1
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CITY OF ROHNERT PARK
Proposal to Provide Consultant Services
¾Stormwater management plan and approach forconformance to the NPDES Municipal RegionalPermit
¾Signing, striping, and bicycle/pedestrian facilitydesign
¾Erosion control, haul routes, construction bestmanagement practices, and post-construction waterquality control
•Technical and conformance reviews of project utilityreports (sewer, storm, and water)
•Geotechnical investigation reports will be reviewedto ensure recommendations are incorporated in theproject design
•Traffic impact studies will be reviewed to ensurerecommendations are included in the project design
•Confirm that the plans conform to City EngineeringStandards, City Municipal Code, project conditionsof approval, CEQA mitigation measures, and anyassociated master plans
•Reviewing off-site improvement plans for workproposed in the City’s right of way
•Review bonding estimates for costing accuracy
•Conformance reviews of landscape and joint trenchplans with civil plans
•Review operations, maintenance and other necessaryagreements
•Traffic signal, joint trench, street lighting, andphotometric plans for conformance with City andindustry standards
•Meetings and coordination with City staff, Applicants,
and outside agencies (as requested)
As part of the plan review process, Ghirardelli will prepare
a plan check comment letter and include any associated
redlined documents. These comments and redlines will
serve as the Applicant’s guidelines in making corrections
and preparing their resubmittal package.
Construction Management
Ghirardelli effectively manages on-call construction
management and inspection contracts by tailoring
staffing levels to project size and complexity. Smaller
projects often require part-time oversight, while
larger or high-impact projects necessitate full-time
staff to ensure safety and minimize disruptions.
Through project-specific staffing plans, Ghirardelli
optimizes inspector utilization across multiple projects,
ensuring cost efficiency without compromising quality.
During construction, Ghirardelli provides continuous
budget and schedule management, submittal and RFI
review, document control, progress payments, and change
order processing. Inspectors prepare detailed daily reports
covering field conditions, materials, and safety. Oversight
includes roadway, structures, electrical, environmental, and
utility work, as well as SWPPP and permit compliance. In
post-construction, Ghirardelli conducts final walkthroughs,
prepares punch lists, verifies as-builts, and delivers audit-
ready records.
Resident Engineer Role: Ghirardelli has knowledgeable and
qualified Resident Engineers with diverse and abundant
technical experience. Ghirardelli has served in a Resident
Engineering capacity on a multitude of projects for local
and state agencies. Our Resident Engineers will provide the
technical review for the necessary contractor submittals and
clarifications. The Resident Engineer will prepare a Resident
Engineer’s report, summarizing the day’s work progress,
pertinent conversations with the contractor or City staff,
and other noteworthy occurrences. The frequency of the
Resident Engineer report will be in accordance with City's
standards and Ghirardelli policy. Ghirardelli has an internal
form that will be used if the City does not have a preference.
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CITY OF ROHNERT PARK
Proposal to Provide Consultant Services
The daily Resident Engineer tasks include but are not
limited to the following:
•Conduct daily project safety assessments andprovide
written notices of deficiency as required.
•Coordinate and/or perform technical submittal reviews
and manage the distribution of approved packages.
•Coordinate the distribution of revised drawings, RFI
responses, and other supplemental documents.
•Draft and transmit formal project correspondence to
the contractor.
•Develop and maintain project logs (RFI’s, Submittals,
Issues, Change Orders, etc.).
•Schedule, chair, and document weekly and task
specific meetings.
•Provide written field notices to the contractor in
memorandum form, as necessary.
•Prepare letters, summaries, and memorandum to the
City, including requested informational updates and
intermediate project reports.
•Document and file completed material releases,
inspections, and certifications.
•Conduct daily morning kickoff meetings with
inspection and testing staff based on contractor
operations.
•Perform daily assessment of implemented traffic
control setups and utilization and provide contractor
written notices of any identified issues.
•Perform key inspections and oversee staff operations.
•Address field level public complaints and or concerns
and generate relevant summary reports.
•Perform on-site meetings with utility carriers,
materials testers, and inspection staff.
•Document presence of site visitors and any significant
conversations conducted on site.Construction
Inspection
Ghirardelli has qualified, professional, and flexible personnel
that can provide the City with a full scope of services. Our
field personnel practice a daily regimen of walking the
project, documenting the contractor’s activities in a daily
report, photographing the contractor’s work and progress,
and calculating bid item quantities.
The Inspector will perform field inspection activities
to monitor compliance with the contract plans and
specifications. The individual will record items of work,
labor, equipment, materials incorporated, materials tested,
and any other pertinent information in a daily report as a
permanent record. Photographs of project progress will
be taken on a regular basis and kept as permanent records
to support disputes and verify the quality of materials
for acceptance. Photos will be labeled with the location,
direction of view, date, time, and items of interest. Photos
shall be filed in an album and indexed for ease of retrieval.
Our Inspectors document the following with photos:
•Existing conditions prior to construction
•Traffic control through the project
•Opening or changing a detour
•Barricade placement
•Disputed work item
•Work that has to be duplicated, replaced or removed
•Completed work
•Extra work
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CITY OF ROHNERT PARK
Proposal to Provide Consultant Services
The Inspector will perform field quantity measurements and
provide reporting to support monthly progress payments of
completed work. The Inspector will prepare an Inspector
Daily Report (IDR) to document weather, shift duration,
personnel on the project, equipment used, construction
activities and their applicable bid item, daily quantities,
contract change order work, tracking of force account
activities (including accurate recording of labor, equipment
and materials used), phone conversations, field instructions
and discussions and any other daily occurrences pertinent
to the project’s scope, schedule, budget, quality, and safety.
The IDR will be submitted daily utilizing Ghirardelli’s diary
tracking tool.
Daily field inspection tasks will include but are not limited
to the following:
•Perform site safety reviews and inspections.
•Verify the contractor’s planned operations and adequate
coverage of materials testing.
•Verify line and grade as necessary.
•Document the completed work, methods utilized, and
issues encountered.
•Collect testing reports generated by quality control
testing staff.
•Document any identified deficiencies in the work and
provide notification to the contractor.
•Document the labor, equipment, and materials used in
association with potential changes.
•Verify the materials incorporated into the work. This
includes collection of certificates of compliance and
weight/quantity certificates and inspecting forms prior
to concrete pours.
•Complete applicable Compliance Inspection
•Reports for all pedestrian facilities for ADA compliance.
Erosion and Sediment Control/ Stormwater Construction
Site Control Review
Ghirardelli offers comprehensive erosion and sediment
control/stormwater construction site control reviews,
drawing on our team’s extensive expertise in this critical
field. Many of our Plan Reviewers possess firsthand
experience in providing construction site control
inspections, which uniquely positions us to collaborate
effectively with Applicants during the design phase. This
collaboration allows us to determine the most suitable site
control measures for their projects.
Our review encompasses various crucial components,
one of the most significant being the project-specific
erosion control plan. We meticulously ensure the proper
positioning and planning of essential features such as
construction entrances and exits, washdown stations, fiber
rolls/silt fencing, construction fencing, and inlet protection.
Additionally, we assess haul routes, construction best
management practices (BMPs), and post-construction
water quality control plans, all to ensure a project’s
compliance with City and Construction General Permit
(CGP) requirements.
Furthermore, for projects requiring a Stormwater Pollution
Prevention Plan (SWPPP), we conduct a thorough technical
review of the SWPPP, ensure the project plan conforms to
the SWPPP, and verify that the Applicant has submitted a
notice of intent to the state water resources control board.
FEMA Floodplain Administration
Ghirardelli possesses a wealth of expertise in evaluating
FEMA applications pertaining to floodplain development
(i.e. LOMA, LOMR, CLOMR, etc.). Our team members hold
certification as a Certified Floodplain Manager (CFM)
and have actively supported municipalities throughout
California in processing FEMA-related applications. They will
assume the role of the primary reviewer for all floodplain
development projects the City assigns, including certificates
of elevation.
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CITY OF ROHNERT PARK
Proposal to Provide Consultant Services
Public Outreach
Ghirardelli takes a proactive, transparent approach to public
outreach, focused on clear and consistent communication
with residents, businesses, and stakeholders throughout
construction. Our team coordinates with the City to develop
outreach materials such as notices, detour maps, and
project updates that describe upcoming work and potential
impacts. We provide timely responses to public inquiries,
maintain an accessible project contact line or email, and
work closely with field staff to minimize disruptions. This
approach builds community trust, reduces complaints, and
supports smooth project delivery.
Land Surveying/Map Review
Under this contract, Towill
will provide land surveying,
City Surveyor, and map review
support. Their services include
reviewing tract and parcel maps, records of surveys, title
reports, deeds, boundaries, documentation, easements,
and lot closure calculations per the Subdivision Map Act,
local requirements, and surveying standards. Towill uses
detailed checklists to assess submittals for completeness
and focuses on key review items to ensure efficiency.
The review process is iterative, beginning with the initial
submittal of the document and supporting materials (e.g.,
legal descriptions with closure calculations). Each review
results in either acceptance or a response with questions
and recommended changes, focused strictly on legal
compliance and best practices, avoiding stylistic preferences.
Subsequent submittals are reviewed for adherence to prior
comments, and the process continues until the documents
meet all requirements.
Towill’s land survey capabilities include construction staking,
topographic and boundary surveys, aerial LiDAR and 3D
scanning, deformation monitoring, and legal description
Quality Assurance and Quality Control (QA/QC)
Procedures
The QA/QC process for land development plan review is
paramount to a project’s success and is taken seriously at
Ghirardelli. To ensure the quality of each deliverable, the
following set of QA/QC steps are rigorously implemented
with every plan review:
•At the start of each plan review, a designated QA/
QC staff member is assigned to the project by the
Project Manager. Sometimes, the Project Manager will
perform the QA/QC.
•The designated QA/QC staff member is responsible for
reviewing the Plan Check Engineer’s comment letter
and the plans and other associated project documents
to ensure significant issues have not been missed.
•Comments made by the QA/QC staff will be discussed
with the Project Manager and Plan Check Engineer
and integrated into the plan review package before
finalizing the review to the City.
Tentative Plan Check Timeline
Ghirardelli acknowledges that each development project
has unique deadlines and obstacles to conquer. We
remain dedicated to collaborating closely with the City to
tackle each of these challenges, ensuring that reviews are
delivered smoothly and on time. While pinpointing precise
timeframes for review turnarounds prove challenging
without a full grasp of the project’s scope, Ghirardelli has
outlined a general structure for typical review categories.
While these are not steadfast timelines, Ghirardelli will
always do its best to work with the City and deliver the
review within an agreed-upon timeline.
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CITY OF ROHNERT PARK
Proposal to Provide Consultant Services
preparation. They’ve supported over 40 project tasks with
San Mateo County and City Pleasant Hill with notable work
as staff augmentation City Surveys on roadway redesigns,
bridge planning, and public infrastructure projects such as
the San Mateo County 555 Government Center. Their use
of advanced technologies like terrestrial laser scanning
and geodetic-quality GPS control ensures high-accuracy
deliverables for engineering and design applications.
Design Support
Ghirardelli has partnered with
Bennett Engineering (BEN) to
offer design support for this
contract. Bennett offers the City a depth of civil design
capabilities and extensive experience preparing, submitting,
and managing State and Federal grants for water and sewer
projects for many local agencies. Bennett’s experience in
grant administration includes managing multiple funding
sources, CEQA and NEPA compliance, reporting and status
updates, reimbursement requests, funding projections, and
closeout documentation.
Conceptual Design: It is vital for project success that all
potential design options are evaluated. The conceptual
design phase allows our team to coordinate with the City to
develop feasible project alternatives. Constraints to consider
include environmental (both cultural and biological), right-
of-way, utilities, costs, City and State design standards,
storm water quality, and low-impact development. Staying
in front of environmental requirements and studies, right-
of-way acquisitions, and utility relocations early in the
project allows us to mitigate the potential risks to the
project schedule. When there are two or more options for
materials, our subconsultant, Bennett, has found that a Life
Cycle Cost Analysis (LCCA) allows the City to make the best
decision based on the overall cost of the project, including
required ongoing maintenance.
Utility Coordination and Surveys: Depending on the size
and complexity of the work, a combination of surveys,
discussions with utility field staff, and potholing is used to
locate and identify the depth and size of utilities. Bennett
will investigate existing utilities for conflicts with the
proposed project and coordinate with utility companies for
resolution. Bennett has found that ongoing meetings with
utility companies to coordinate relocations help to minimize
schedule delays.
Plans, Specifications, and Estimates (PS&E): Project design
will provide complete plans, specifications, and estimates
for bidding by the City. Specifications will be detailed and
organized, intended to minimize contractor requests for
information and change orders. The front-end specification
documents shall utilize the City’s standard document. After
the conceptual designs, plan submittals will include 60%,
90%, and final plans, specifications, and estimates.
Quality Management Plan: Bennett will prepare and follow a
quality management plan—using both their existing internal
controls and the guidelines set by the City—and provide
technical resources necessary to ensure that deliverables
are complete and meet all technical requirements. Bennett
has Quality Control/Quality Assurance guidelines and
checklists that are complete during preliminary engineering,
environmental document, and final design (PS&E) phases.
These checklists include performing quality assurance
spot checks to ensure consistency of sub-consultant
deliverables and process checks to ensure critical steps are
not overlooked
Constructability Review: For more complex projects,
Bennett has found that an independent constructability
review from our Construction Management partners will
help reduce potential change orders during construction. In
addition, the Contract Manager will proactively meet with
the City’s program manager to monitor our progress and
confirm projects are proceeding in line with the City’s
requirements and intentions.
Project Management
Ghirardelli employs a client-centric approach to managing
capital improvement programs and projects, emphasizing
collaboration and tailored solutions for our communities.
With our team of experienced professional engineers, we
guide agencies in ensuring each CIP project is meticulously
planned, executed efficiently, and completed on schedule
and within budget.
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CITY OF ROHNERT PARK
Proposal to Provide Consultant Services
Initial Project Planning and Preparation: At the onset of each
capital project, our approach begins with a comprehensive
understanding of the project’s goals, specific requirements,
and funding sources. This involves close collaboration
with city stakeholders to identify priorities and objectives.
A detailed project plan outlining key milestones and
deliverables is then developed to guide the project. We also
prepare a task order that provides a clear scope of work for
each project, ensuring that the objectives are well-defined
and understood.
Examples of potential project priorities/points of awareness
that could affect projects:
•Grant funding programming
•Stormwater Water provisions
•Federal, State, Local grant funding programming/
•timing
•Floodplain development / external permitting
•requirements / biological resource mitigations
•Critical path improvements
•Coordination with adjacent construction projects,
businesses, developments
Utility Coordination: During both the design and
construction phases, effective utility coordination is
paramount to the success of any project. At Ghirardelli, we
boast extensive experience in providing comprehensive
utility coordination services, ensuring a seamless project.
This entails various crucial tasks, including preparing
and distributing utility notices to pertinent agencies,
meticulously identifying potential impacts on utilities, and
coordinating these impacts with relevant utility owners.
Additionally, we diligently collaborate with utility agencies
to ensure that all necessary specifications and standards for
their facilities are incorporated into project requirements
from the outset. Should adjustments or relocations be
identified during the design phase, our team remains
proactive in working alongside the utility agency to address
any challenges swiftly and efficiently. Our commitment to
thorough utility coordination ensures minimal disruptions
and optimal performance throughout the project lifecycle.
Examples of utility coordination include:
•Identify & maintain working relationship with key
utility contact information for the City
•PG&E design coordination long lead times
(eg. new service, abandonment, relocations,
undergrounding, etc.)
•Above ground utility transformers w/in the FEMA
SFHA
•Regional Water Board water separation criteria
•Temporary shutdown coordination and/or
temporary bypass operations
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CITY OF ROHNERT PARK
Proposal to Provide Consultant Services
Exhibit B: Hourly Rate Sheet
October 31, 2025
City of Rohnert Park
Consultant Services for the City of Rohnert Park
Construction Management and Inspection Services
2025 Hourly Rates
Straight
Contract Manager / Project Manager Min.240.21$
Contract Manager / Project Manager Max.412.25$
Construction Manager / Resident Engineer / Structures Representative Min.240.21$
Construction Manager / Resident Engineer / Structures Representative Max.362.86$
Assistant Resident Engineer / Assistant Structures Representative Min.197.54$
Assistant Resident Engineer / Assistant Structures Representative Max.290.63$
Construction / Civil / Structures Inspector Min.197.54$
Construction / Civil / Structures Inspector Max.290.63$
Electrical / Mechanical Inspector Min.197.54$
Electrical / Mechanical Inspector Max.290.63$
Construction Safety Min.197.54$
Construction Safety Max.290.63$
Storm Water Pollution Prevention (SWPPP)Min.197.54$
Storm Water Pollution Prevention (SWPPP)Max.290.63$
Project Controls / Scheduler / Estimator Min.197.54$
Project Controls / Scheduler / Estimator Max.329.89$
Office Engineer / Labor Compliance / Document Control Min.144.13$
Office Engineer / Labor Compliance / Document Control Max.263.93$
UAS / UAV / FAA Drone Pilot Min.197.54$
UAS / UAV / FAA Drone Pilot Max.290.63$
1) Hourly rates include vehicle, mobile phone, laptop, and camera.
2) Any extensive reproduction or delivery service charges shall be billed at actual.
3) Rates valid until 12/31/2025. Annual rate escalation is 5%.
4) Construction inspection activities are subject to prevailing wage requirements.
5) Per prevailing wage requirements, a shift differential is for any covered work shift beginning after 2PM.
Classification Range
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CITY OF ROHNERT PARK
Proposal to Provide Consultant Services
October 31, 2025
City of Rohnert Park
Consultant Services for the City of Rohnert Park
Municipal Engineering Services
2025 Hourly Rates
Straight
Senior Principal Engineer 310.00$
Principal Engineer 287.00$
Senior Project Manager 270.00$
Project Manager 254.00$
Senior Engineer 243.00$
Associate Engineer 215.00$
Assistant Engineer 183.00$
Senior Management Analyst 193.00$
Management Analyst 166.00$
Administrative Assistance 100.00$
Engineering Trainee 89.00$
Classification
1) Services are billed on a time-and-materials basis. All hourly rates include overhead costs.
2) Overtime services provided outside of normal business hours will be billed at 1.5x the applicable rate.
3) Any extensive reproduction or delivery service charges shall be billed at actual.
4) Rates valid until 12/31/2025. Annual rate escalation is 5%.
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CITY OF ROHNERT PARK
Proposal to Provide Consultant Services
October 31, 2025
City of Rohnert Park
Consultant Services for the City of Rohnert Park
Public Outreach Services
2025 Hourly Rates
Straight
Pubic Outreach Project Manager 176.00$
Senior Public Outreach Coordinator 100.00$
Public Outreach Coordinator 88.00$
Public Outreach Creative Manager 140.00$
Event Planning Coordinator 151.00$
Strategic Communications Anlayst 151.00$
GIS Specialist 151.00$
Classification
1) Services are billed on a time-and-materials basis. All hourly rates include overhead costs.
2) Overtime services provided outside of normal business hours will be billed at 1.5x the applicable rate.
3) Any extensive reproduction or delivery service charges shall be billed at actual.
4) Rates valid until 12/31/2025. Annual rate escalation is 5%.
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Exhibit C
OAK #4862-8048-1163 (Rev 10-23)
EXHIBIT C
INSURANCE REQUIREMENTS for Consulting 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
a 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 a 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 a limit no less than $2,000,000 per occurrence or claim,
$2,000,000 aggregate.
If 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 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).
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Exhibit C
OAK #4862-8048-1163 (Rev 10-23)
Primary Coverage
For any claims related to this contract, 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 in 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
written 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 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
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; and
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, Consultant must
purchase “extended reporting” coverage for a minimum of five (5) years after completion
of contract work.
Verification of Coverage
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Exhibit C
OAK #4862-8048-1163 (Rev 10-23)
Consultant shall furnish the City with original Certificates of Insurance including all required
amendatory endorsements (or copies of the applicable policy language effecting coverage
required by this clause) and a copy of the Declarations and Endorsement Page of the CGL policy
listing all policy endorsements to City before work begins. However, failure to obtain the
required documents prior to the work beginning shall not waive 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.
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OAK #4862-8048-1163 (Rev 10-23)
CERTIFICATE OF CONSULTANT
I HEREBY CERTIFY that I am the __________________________________, and a
duly authorized representative of the firm of _____________________________________,
whose address is ______________________________________________________, and that
neither I nor the above firm I here represent has:
a) Employed or retained for a commission, percentage, brokerage, contingent
fee, or other consideration, any firm or person (other than a bona fide
employee working solely for me or the above consultant) to solicit to
secure this Agreement.
b) Agreed, as an express or implied condition for obtaining this contract, to
employ or retain the services of any firm or person in connection with
carrying out the Agreement; or
c) Paid, or agreed to pay, to any firm, organization or person (other than a
bona fide employee working solely for me or the above consultant) any
fee, contribution, donation, or consideration of any kind for, or in
connection with, procuring or carrying out the Agreement;
Except as here expressly stated (if any);
I acknowledge that this certificate is subject to applicable State and Federal laws, both
criminal and civil.
_________________ ___________________________________
Date Signature
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President/CEO
2/2/2026
6601 Owens Dr. Suite 155, Pleasanton CA 94588
Ghirardelli Associates, Inc.
OAK #4907-2402-0363 v3 (Rev 10-23)
MASTER AGREEMENT FOR CONSULTANT SERVICES
This MASTER AGREEMENT FOR CONSULTANT SERVICES (“Agreement”) is
entered into as of the ______ day of ______________, 2026, by and between the City of Rohnert
Park (“City”), a California municipal corporation, and Haley & Aldrich, Inc. (“Consultant”), a
Delaware corporation, with reference to the following facts, understandings and intentions.
Recitals
WHEREAS, City desires to obtain services designated in Exhibit A; and
WHEREAS, Consultant hereby warrants to City that Consultant is skilled and able to
provide such services described in Section 3 of this Agreement; and
WHEREAS, City desires to retain Consultant pursuant to this Agreement to provide the
services described in Section 3 of this Agreement, subject to the terms and conditions of this
Agreement
Agreement
NOW, THEREFORE, in consideration of their mutual covenants, the parties hereto agree
as follows:
1. Incorporation of Recitals. The recitals and all defined terms set forth above are
hereby incorporated into this Agreement as if set forth herein in full.
2. Project Coordination. Authorized representatives shall represent City and
Consultant in all matters pertaining to this Agreement.
A. City. The City Manager or his/her designee shall represent City for all
purposes under this Agreement, except where approval for the City is specifically required by the
City Council. The CIP Program Manager is hereby designated as the project manager (“Project
Manager”). The Project Manager shall supervise the progress and execution of this Agreement.
B. Consultant. Consultant shall assign Mark Myers to have overall
responsibility for the progress and execution of this Agreement for Consultant.
3. Scope and Performance of Services
A. Scope of Services. Subject to such policy direction and approvals as City
may determine from time to time, Consultant shall perform the type of services generally set out
in the Scope of Work attached hereto as Exhibit A and incorporated herein by reference.
Consultant shall be assigned to provide particular services pursuant to the requirements of a task
order that has been issued in conformance with the City’s Purchasing Policy (“Task Order”)
executed by Consultant and City.
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
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OAK #4907-2402-0363 v3 (Rev 10-23)
executed agreement from City and obtaining and delivering the required insurance coverage, and
satisfactory evidence thereof, to City. Consultant shall perform its services in accordance with
the schedule attached to the Task Order. Any changes to these dates in either this Section 3 or
the Task Order shall be approved in writing by the Project Manager.
C. Standard of Quality. City relies upon the professional ability of
Consultant as a material inducement to entering into this Agreement. All work performed by
Consultant under this Agreement shall be performed (1) with due diligence, using its
professional 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 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: (1) for services provided
directly under this Agreement be at the rate and schedules more particularly described in Exhibit
B, attached hereto and incorporated by this reference; or (2) for services authorized by Task
Orders, be at the rate and schedules specified by said Task Order. However, in no event shall the
amount City pays to Consultant for services provided directly under this Agreement exceed
fifteen thousand dollars ($15,000.00); nor shall the amount City pays to Consultant for work
done by Task Order exceed the total compensation specified by the Task Order. City’s
obligation to pay compensation to Consultant as provided herein is contingent upon Consultant’s
compliance with the terms and conditions of this Agreement and any amendments thereto.
Payment by City under this Agreement shall not be deemed a waiver of unsatisfactory work,
even if such defects were known to the City at the time of payment.
B. Timing of Payment. City shall pay Consultant as compensation in full for
such services and expenses for the different elements of the scope of work as follows:
(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.
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C. Changes in Compensation. Consultant will not undertake any work that
will incur costs in excess of the amount set forth in Section 4(A) of this Agreement without prior
written amendment to this Agreement. City shall have the right to amend the Scope of Work
within the Agreement by written notification to the Consultant. In such event, the compensation
and time of performance shall be subject to renegotiation upon written demand of either party to
the Agreement. Consultant shall not commence any work exceeding the Scope of Work without
prior written authorization from the City. Failure of the Consultant to secure City’s written
authorization for extra or changed work shall constitute a waiver of any and all right to
adjustment in the contract price or time due, whether by way of compensation, restitution,
quantum meruit, etc. for work done without the appropriate City authorization.
D. Taxes. Consultant shall pay all taxes, assessments and premiums under
the federal Social Security Act, any applicable unemployment insurance contributions, Workers
Compensation insurance premiums, sales taxes, use taxes, personal property taxes, or other taxes
or assessments now or hereafter in effect and payable by reason of or in connection with the
services to be performed by Consultant.
E. No Overtime or Premium Pay. Consultant shall receive no premium or
enhanced pay for work normally understood as overtime, i.e., hours that exceed forty (40) hours
per work week, or work performed during non-standard business hours, such as in the evenings
or on weekends. Consultant shall not receive a premium or enhanced pay for work performed on
a recognized holiday. Consultant shall not receive paid time off for days not worked, whether it
be in the form of sick leave, administrative leave, or for any other form of absence.
F. Litigation Support. Consultant agrees to testify at City’s request if
litigation is brought against City in connection with Consultant’s work product. Unless the
action is brought by Consultant or is based upon Consultant’s negligence, City will compensate
Consultant for the preparation and the testimony at Consultant’s standard hourly rates, if
requested by City and not part of the litigation brought by City against Consultant.
5. Term. The term of this Agreement shall commence on the date of its execution
by both parties and shall continue in full force and effect until December 31, 2029, unless earlier
terminated in accordance with this Agreement. Notwithstanding the foregoing, this Agreement
may be extended for successive one-year term(s) upon mutual, written approval by the City
Manager or his/her designee and Consultant. Work authorized by a separate Task Order as
contemplated by this Agreement shall be performed in accordance with the schedule set forth in
the Task Order.
6. Inspection. Consultant shall furnish City with every reasonable opportunity for
City to ascertain that the services of Consultant are being performed in accordance with the
requirements and intentions of this Agreement. All work done and all materials furnished, if
any, shall be subject to the Project Manager’s inspection and approval. The inspection of such
work shall not relieve Consultant of any of its obligations to fulfill the Agreement as prescribed.
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,
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OAK #4907-2402-0363 v3 (Rev 10-23)
prepared or obtained by the Consultant under the Agreement shall be vested in City, none of
which shall be used in any manner whatsoever, by any person, firm, corporation, or agency
without the expressed written consent of the City. Consultant shall assume no responsibility for
the unintended use by others of such final work products which are not related to the scope of the
services described under this Agreement. Basic survey notes and sketches, charts, computations,
and other data prepared or obtained under the Agreement shall be made available, upon request,
to City without restriction or limitations on their use. Consultant may retain copies of the above-
described information but agrees not to disclose or discuss any information gathered, discussed
or generated in any way through this Agreement without the written permission of City during
the term of this Agreement, unless required by law.
8. Employment of Other Consultants, Specialists or Experts. Consultant will not
employ or otherwise incur an obligation to pay other consultants, specialists or experts for
services in connection with this Agreement without the prior written approval of the City.
9. Conflict of Interest Requirements.
A. Consultant covenants and represents that neither it, nor any officer or
principal of its firm, has, or shall acquire any investment, income, business entity, interest in real
property, or other interest, directly or indirectly, which would conflict in any manner with the
interests of City, hinder Consultant’s performance of services under this Agreement, or be
affected in any manner or degree by performance of Consultant’s services hereunder. Consultant
further covenants that in the performance of the Agreement, no person having any such interest
shall be employed by it as an officer, employee, agent, or subcontractor without the express
written consent of the City. Consultant agrees at all times to avoid conflicts of interest, or the
appearance of any conflicts of interest, with the interests of the City in the performance of the
Agreement.
B. Consultant is not a designated employee within the meaning of the
Political Reform Act because Consultant:
(1) will not have the power to make any governmental decision,
including whether to: approve any rates, rules, regulations, policies, standards, or guidelines of
the City or any of its subdivisions; adopt or enforce any laws; issue, deny, suspend, or revoke
any permit, license, application, certificate, order, or any similar authorization or entitlement;
authorize, modify, or renew any form of City contract; grant approval to any City contract
specifications on behalf of the City; or grant City approval for any plans, designs, reports, or
similar; and
(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” includes 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
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OAK #4907-2402-0363 v3 (Rev 10-23)
(3) will not perform the same duties for the City that would otherwise
be performed by a staff member required to report under the City’s conflict of interest code.
(2 Cal. Code Regs. § 18700.3.)
10. Liability of Members and Employees of City. No member of the City and no
other officer, elected official, employee or agent of the City shall be personally liable to
Consultant or otherwise in the event of any default or breach of the City, or for any amount
which may become due to Consultant or any successor in interest, or for any obligations directly
or indirectly incurred under the terms of this Agreement. To the maximum extent permitted by
law, the City shall have no liability or responsibility for any accident, loss, or damage to any
work performed under this Agreement whether prior to its completion or acceptance or
otherwise.
11. Indemnity.
A. Indemnification. To the fullest extent permitted by law, Consultant shall,
at its own expense, indemnify, protect, defend (by counsel reasonably satisfactory to the City)
and hold harmless City and any and all of its officers, officials, employees, agents and volunteers
(“Indemnified Parties”) from and against any and all liability (including liability for claims,
demands, damages, obligations, suits, actions, arbitration proceedings, administrative
proceedings, regulatory proceedings, losses, expenses or costs of any kind, including reasonable
attorneys’ fees and costs, court costs, interest, defense costs and expert witness fees) of any
nature (“Liability”), which arise out of, pertain to, or relate to the performance or failure to
comply with this Agreement.
1. 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.
2. The only exception to Consultant’s responsibility to indemnify,
protect, defend, and hold harmless the Indemnified Parties from Liability is due to the active
negligence or willful misconduct of City or its elective or appointive boards, officers, agents and
employees.
B. Scope of Obligation. Consultant’s duty to indemnify, protect, defend and
hold harmless as set forth in this Section 11 shall include the duty to defend (by counsel
reasonably satisfactory to the City) as set forth in California Civil Code § 2778. This
indemnification obligation is not limited in any way by any limitation on the amount or type of
damages or compensation payable by or for Consultant under worker’s compensation, disability
or other employee benefit acts or the terms, applicability or limitations of any insurance held or
provided by Consultant and shall continue to bind the parties after termination/completion of this
agreement. This indemnification shall be regardless of, and not in any way limited by, the
insurance requirements of this contract. This indemnification is for the full period of time
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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.
C. Consultant’s duty to indemnify, protect, defend and hold harmless as set
forth in this Section 11 shall not be excused because of the Consultant’s inability to evaluate
Liability, or because the Consultant evaluates Liability and determines that the Consultant is not
or may not be liable. 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 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 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 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.
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C. Prevailing Wage. Consultant and Consultant’s subcontractors (if any)
shall, to the extent required by the California Labor Code, pay not less than the latest prevailing
wage rates to workers and professionals as determined by the Director of Industrial Relations of
the State of California pursuant to California Labor Code, Part 7, Chapter 1, Article 2. Copies of
the applicable wage determination are on file at the City’s office of the City Clerk.
D. Injury and Illness Prevention Program. Consultant certifies that it is aware
of and has complied with the provisions of California Labor Code § 6401.7, which requires
every employer to adopt a written injury and illness prevention program.
E. Business Licenses. Unless exempt by law, Consultant and all
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. Confidential Information. All data, documents, discussions or other information
developed or received by or for Consultant in performance of this Agreement are confidential
and not to be disclosed to any person except as authorized by City, or as required by law.
15. Assignment; Subcontractors; Employees
A. Assignment. Consultant shall not assign, delegate, transfer, or convey its
duties, responsibilities, or interests in this Agreement or any right, title, obligation, or interest in
or to the same or any part thereof without the City’s prior written consent, which shall be in the
City’s sole discretion. Any assignment without such approval shall be void and, at the City’s
option, shall immediately cause this Agreement to terminate.
B. Subcontractors; Employees. Consultant shall be responsible for
employing or engaging all persons necessary to perform Consultant’s services hereunder. No
subcontractor of Consultant shall be recognized by the City as such; rather, all subcontractors are
deemed to be employees of Consultant, and Consultant agrees to be responsible for their
performance. Consultant shall give its personal attention to the fulfillment of the provisions of
this Agreement by all of its employees and subcontractors, if any, and shall keep the work under
its control. If any employee or subcontractor of Consultant fails or refuses to carry out the
provisions of this Agreement or appears to be incompetent or to act in a disorderly or improper
manner, it shall be discharged immediately from the work under this Agreement on demand of
the Project Manager.
16. Insurance. Without limiting Consultant’s indemnification provided herein,
Consultant shall, at its own expense, procure and maintain insurance that complies with the
requirements set forth in Exhibit C to this Agreement, which is attached hereto and incorporated
by reference. Consultant shall upon thirty (30) days’ written notice comply with any changes in
the amounts and terms of insurance as may be required from time-to-time by City’s risk
manager.
17. Termination of Agreement; Default.
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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 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 Consultant’s breach of the Agreement.
C. In the event City terminates this Agreement without cause, Consultant
shall be entitled to any compensation owed to it up to the time of such termination, it being
understood that any payments are full compensation for services rendered prior to the time of
payment.
D. Upon termination of this Agreement with or without cause, Consultant
shall turn over to the City Manager immediately any and all copies of studies, sketches,
drawings, computations, and other data, whether or not completed, prepared by Consultant or its
subcontractors, if any, or given to Consultant or its subcontractors, if any, in connection with this
Agreement. Such materials shall become the permanent property of the City. Consultant,
however, shall not be liable for the City’s use of incomplete materials nor for the City’s use of
complete documents if used for other than the project contemplated by this Agreement.
18. Suspension. The City shall have the authority to suspend this Agreement and the
services contemplated herein, wholly or in part, for such period as it deems necessary due to
unfavorable conditions or to the failure on the part of the Consultant to perform any provision of
this Agreement. Consultant will be paid for satisfactory services performed prior to the date of
suspension. During the period of suspension, Consultant shall not receive any payment for
services or expenses incurred by Consultant by reason of such suspension.
19. Merger; Amendment. This Agreement constitutes the complete and exclusive
statement of the agreement between City and Consultant and shall supersede all prior
negotiations, representations, or agreements, either written or oral. This document may be
amended only by written instrument, signed by both the City and Consultant. All provisions of
this Agreement are expressly made conditions.
20. Interpretation. This Agreement shall be interpreted as though it was a product of
a joint drafting effort, and no provisions shall be interpreted against a party on the ground that
said party was solely or primarily responsible for drafting the language to be interpreted.
21. Litigation 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
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court will not be bound by any court fee schedule, but shall, if it is in the interest of justice to do
so, award the full amount of costs, expenses, and attorneys’ fees paid or incurred in good faith.
22. Time Is of the Essence. Time is of the essence in this Agreement. Upon receipt
of a written notice from City to proceed with work required by a Task Order, Consultant shall
immediately commence work to perform the services required by that Task Order according to
the time requirements set in the Task Order.
23. Written Notification. Any notice, demand, request, consent, approval or
communication that either party desires or is required to give to the other party shall be in
writing and either served personally or sent by prepaid, first-class mail. Any such notice,
demand, etc. shall be addressed to the other party at the address set forth below. Either party
may change its address by notifying the other party in writing 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.
If to City: City Clerk
City of Rohnert Park - City Hall
130 Avram Avenue
Rohnert Park, CA 94928
If to Consultant: Haley & Aldrich, Inc.
Attn: Mark Myers
201 N. Civic Drive, Suite 220
Walnut Creek, CA 94596
24. Consultant’s Books and Records.
A. Consultant shall maintain any and all ledgers, books of account, invoices,
vouchers, canceled checks, and other records or documents evidencing or relating to charges for
services, or expenditures and disbursements charged to City and all documents and records
which demonstrate performance under this Agreement for a minimum period of three (3) years,
or for any longer period required by law, from the date of termination or completion of this
Agreement.
B. Any records or documents required to be maintained pursuant to this
Agreement shall be made available for inspection or audit, at any time during regular business
hours, upon written request by the City Attorney, City Auditor, City Manager, or a designated
representative of any of these officers. Copies of such documents shall be provided to City for
inspection when it is practical to do so. Otherwise, unless an alternative is mutually agreed
upon, the records shall be available at Consultant’s address indicated for receipt of notices in this
Agreement.
C. The City may, by written request by any of the above-named officers,
require that custody of the records be given to the City and that the records and documents be
maintained in the City Manager's office.
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25. Agreement Is Binding. The terms, covenants, and conditions of this Agreement
shall apply to, and shall bind, the heirs, successors, executors, administrators, assigns, and
subcontractors of both parties.
26. Equal Employment Opportunity. Consultant is an equal opportunity employer
and agrees to comply with all applicable state and federal regulations governing equal
employment opportunity. Consultant will not discriminate against any employee or applicant for
employment because of race, religion, age, sex, creed, color, sexual orientation, marital status or
national origin. Consultant will take affirmative action to ensure that applicants are treated
during such employment without regard to race, religion, age, sex, creed, color, sexual
orientation, marital status, or national origin. Such action shall include, but shall not be limited
to, the following: employment, upgrading, demotion, or transfer; recruitment or recruitment
advertising; lay-offs or termination; rates of pay or other forms of compensation; and selection
for training, including apprenticeship. Consultant further agrees to post in conspicuous places,
available to employees and applicants for employment, notices setting forth the provisions of this
nondiscrimination clause.
27. Non-Exclusive Agreement. This is a non-exclusive agreement. City reserves the
right to provide, and to retain other consultants to provide, services that are the same or similar to
the services described in this Agreement.
28. City Not Obligated to Third Parties. The City shall not be obligated or liable for
payment hereunder to any party other than Consultant.
29. Remedies/Waiver. No failure on the part of either party to exercise any term,
covenant, condition, right or remedy hereunder shall operate as a waiver of any other term,
covenant, condition, right or remedy that such party may have hereunder. All remedies
permitted or available under this Agreement, or at law or in equity, are cumulative and
alternative. As a condition precedent to commencing legal action involving a claim or dispute
against the City arising from this Agreement, 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.
30. Severability. If any one or more of the provisions contained herein shall for any
reason be held to be invalid, illegal or unenforceable in any respect, then such provision or
provisions shall be deemed severable from the remaining provisions hereof, and such invalidity,
illegality, or unenforceability shall not affect any other provision hereof, and this Agreement
shall be construed as if such invalid, illegal, or unenforceable provision had not been contained
herein.
31. Exhibits. The following exhibits are attached to this Agreement and incorporated
herein by this reference:
A. Exhibit A: Scope of Work and Schedule of Performance
B. Exhibit B: Compensation
C. Exhibit C: Insurance Requirements
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32. Execution. This Agreement may be executed in several counterparts, each of
which shall constitute one and the same instrument and shall become binding upon the parties
when at least one copy hereof shall have been signed by both parties hereto. In approving this
Agreement, it shall not be necessary to produce or account for more than one such counterpart.
The parties hereby expressly agree to the use of electronic signatures, which shall be deemed to
have the same effect as an original signature.
33. 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.
34. Applicable Law; Venue. This Agreement shall be construed and interpreted
according to California law. In the event that suit shall be brought by either party hereunder, the
parties agree that a trial of such action shall be held exclusively in a state court in the County of
Sonoma, California.
35. Authority. Each individual executing this Agreement on behalf of one of the
parties represents that he or she is duly authorized to sign and deliver the Agreement on behalf of
such party and that this Agreement is binding on such party in accordance with its terms.
IN WITNESS WHEREOF, City and Consultant have executed this Agreement as of the date first
above written.
CITY OF ROHNERT PARK HALEY & ALDRICH, INC.
By: __________________________________
Marcela Piedra, City Manager (Date)
By:
Mark Myers, Principal (Date)
Per Resolution No. 2026-______adopted by the Rohnert
Park City Council at its meeting of
_____________________, 2026.
By: _________________________________
Tracy Rankin, Interim Risk Manager (Date)
By: _________________________________
Betsy Howze, Finance Director (Date)
HALEY & ALDRICH, INC.
By:
Cherylyn Penney, Director of Finance (Date)
APPROVED AS TO FORM:
By: __________________________________
Michelle Marchetta Kenyon, City Attorney
ATTEST:
By: __________________________________
Sylvia Lopez Cuevas, City Clerk
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2/18/2026
2/18/2026
Haley & Aldrich
EXHIBIT A- SCOPE OF SERVICES
Public Works — Capital Improvement Services
GEOTECHNICAL SERVICES
Haley & Aldrich provides the full complement of conventional geotechnical consulting services, such as
investigation, laboratory testing, and inspection services. Projects have ranged from simple consultations regarding
sidewalk installations and small pavement rehabilitation projects to complete geotechnical investigations, reports,
and construction services for roadway repairs and relocations and other linear facilities to more complex
geotechnical investigations for large municipal buildings. Haley & Aldrich specializes in developing pragmatic
geotechnical solutions to improve and renew existing facilities.
Unlike many geotechnical firms, Haley & Aldrich also has full design capabilities, including preparation of ready-for-
bidding plans, specifications, and estimates (PS&E) for projects relating to geo/civil structures such as earth
retaining systems, pavements, bridges, trenchless pipelines, and storm drain improvements. Because of our
experience preparing full PS&E for geotechnical-related municipal projects, we are very comfortable working with
our public agency clients' engineering design and construction staff.
Our services include:
»Geotechnical feasibility evaluations and
subsurface exploration
»Foundation, seismic, and fault hazard studies
»Liquefaction, settlement, and subsidence analyses
»Landslide and slope stability evaluations,
instrumentation, and stabilization design
»Dam safety and levee certification
»Creek stabilization, restoration, and design
»Retaining structure and pavement design
»Trenchless investigations and ground
improvement
»Laboratory soil testing and QA/QC during
construction
CONSTRUCTION INSPECTION AND TESTING
Haley & Aldrich provides special inspection, resident engineering, construction observation, and testing services
with a specialization in grading, concrete placement, and overall construction quality assurance services. All testing
is performed or overseen by licensed professional engineers. Our backgrounds and extensive experience in the
design and construction industry help set us apart and ensure that quality assurance and quality control goals are
met. Haley & Aldrich’s Concord lab is accredited as an inspection and testing agency by the following agencies
and/or participates in the following sample reference programs: AMRL, CCRL, USACE, ICC, and ACI.
CONSTRUCTION MANAGEMENT
Haley & Aldrich provides full-spectrum construction management for complex infrastructure renewal and
geotechnically driven projects, including road rehabilitation, roadway and traffic improvements, parks and open
space, and drainage systems. Our experienced local team combines engineering expertise with regulatory strategy
to navigate permitting, anticipate and resolve constructability risks early, and keep projects on schedule and to
specification.
Our construction management services emphasize upfront constructability and bid document reviews, disciplined
submittal and Request for Information (RFI) coordination, field verification and testing oversight, working-day and
payment tracking, and proactive claim mitigation. We leverage advanced monitoring technologies—including
photogrammetry, LiDAR, and instrumentation—to support accurate work tracking, claims prevention, and third-
party damage mitigation.
Haley & Aldrich’s geotechnical engineering background enables early identification and mitigation of risks, saving
the City of Rohnert Park time and resources. We ensure rigorous documentation, integrated project controls,
thorough permit closeout, and final record delivery. Our project teams maintain clear communication and
prioritize public safety at every stage, providing the City with cost-effective, high-quality service on every capital
improvement project.
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Haley & Aldrich
ENGINEERING ANALYSIS AND CIVIL ENGINEERING DESIGN
Haley & Aldrich’s engineering staff has been designing and/or peer reviewing and managing a wide variety of
capital improvement and maintenance projects for local cities and counties since 1993. Projects range from design
support for new city offices, parks, and corporation yards, to retrofitting and improvement of roadways, bridges,
and storm drain systems to pavement preservation and creek maintenance.
Haley & Aldrich has full design capabilities and routinely prepares bid packages consisting of complete construction
plans, construction specifications, and estimates for projects relating to roads and flood control. Projects typically
include components such as earth retaining systems, pavements, bridges, trenchless pipelines, and storm drain
improvements. Haley & Aldrich uniquely offers civil engineering services focused on merging conventional
geotechnical consulting services, such as investigation, testing, and inspection services with geo-civil design. Our
focus on geo-related civil engineering design work has led to numerous industry awards for infrastructure renewal
and improvement projects in both the transportation and water resources sectors.
UNMANNED AERIAL SYSTEMS (UAS) AND LIDAR SCANNING DATA SETS
Haley & Aldrich has a robust in-house UAS and terrestrial scanning program for the acquisition and use of high-
resolution orthoimagery. The imagery is used to create high density, geo-referenced and time-referenced
photogrammetrically-derived point clouds and corresponding geospatially-referenced 3D surfaces for developing
topographic maps and geologic mapping, geotechnical and geologic analyses, and to identify limits of geologic
hazards at sites. Detailed data results in better understanding of and further evaluation of, project conditions and
constraints through higher-level analysis including evaluations, monitoring, and asset management and
maintenance.
GEOGRAPHIC INFORMATION SYSTEM (GIS) SERVICES
Haley & Aldrich integrates GIS into the vast majority of our projects, whether related to environmental
investigation and monitoring, ecological restoration, remediation, geotechnical engineering, engineering design, or
repair design work. A significant enhancement to project management and implementation has been the
utilization of customized browser-based GeoViewer portals across the majority of projects. These portals serve as
comprehensive document control systems, featuring easily navigable layers and dropdown menus for geologic
maps, project data, documents, Unmanned Aerial Systems (UAS)- and remote-sensing-derived three-dimensional
models, and maps. They support pre-construction, in-progress, and post-construction (as-built) documentation,
incorporating geo-tagged and time-stamped photos and videos, test results, daily field reports, and weekly
meeting minutes. Haley & Aldrich is a forward-thinking organization that consistently enhances its technical
capabilities through the integration of digital technology and state-of-the-art remote sensing and monitoring
equipment and methods. Our firm maintains a robust GIS program, including in-house UAS and remote sensing
capabilities, incorporating advanced technologies such as LiDAR, multispectral imaging, photogrammetry, and
vibration monitoring.
Specific GIS Based Services:
»Aerial photos
»Aerial surveys
»As-Built modeling
»Asset monitoring
»Construction baseline surveys
»Cross-sections
»Movement monitoring work
»(Orthophoto) topographic surveys using GPS
»UAS Data Acquisition
Haley & Aldrich's expertise includes specific experience developing comprehensive GIS asset databases and
leveraging geospatial data for effective asset management. In addition, Haley & Aldrich has utilized GIS as a critical
tool for analyzing and visualizing data for many hundreds of environmental and engineering projects we have
undertaken across the country for public and private clients of all sizes.
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Standard Fee Schedule
2026 RS2
FEES FOR SERVICES
Fees for services will be based on the time worked on the project by staff personnel plus reimbursable
expenses. The fee will be computed as follows.
1.Labor-related fees will be computed based on personnel billing rates in effect at the time the services
are performed. Personnel billing rates are subject to revision on, or about, 1 January and 1 July of
each year. The hourly rates are fully inclusive of fringe benefits, burden, and fee. Current rates are
provided in the table below.
Classification Hourly Rate
Project Support $125
Technician $125
Project Technician $135
Senior Technician $150
Project Controls $150
Staff Professional 1 $160
Staff Professional 2 $180
Project Professional $200
Technical Specialist $215
Project Manager / Senior Technical Specialist $230
Senior Project Manager / Technical Expert $270
Program Manager / Senior Technical Expert $345
Principal $365
Senior Principal $395
2.Pre-trial conferences, depositions, and expert testimony will be billed at one and one-half (1.5) times
the rates quoted above.
3.Second and Third Shift, Weekend, and Holiday hours will be billed at $40/hour premium. Second and
Third Shifts are those starting between 4 PM and 4 AM.
4.Field visits will be billed at 4-hour minimum; night shifts will be billed at 8-hour minimum. Cancellation
of scheduled night shift within 24 hours will be charged the full 8 hours.
5.Direct non-salary expenses will be billed at our cost plus fifteen (15) percent, except for employee
vehicle use which will be billed at IRS allowed mileage rates.
6.General project-related expenses such as mobile phone expenses (including mobile app fees);
in-house reproduction; printing costs for reports, drawings, and other project records; mail and
overnight document delivery; and long-term electronic and paper document storage will be billed as
a general communication fee at a rate of four (4) percent of the labor charges.
7.Subcontractors will be billed at our cost plus fifteen (15) percent.
8.Equipment and laboratory testing will be billed at rates listed in the attached Equipment and
Laboratory Rate Schedules, as applicable.
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EXHIBIT B
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Equipment Rate Schedule
2026 RS2
Page 1 of 2
EQUIPMENT RATE SCHEDULE
AIR MONITORING EQUIPMENT Daily Weekly Monthly
Dust Monitor $170 $475 $1,350
Photoionization Detector - 10.6 or 11.7 eV $125 $360 $1,100
FIELD TESTING Daily Weekly Monthly
Double Ring Infiltrometer $500
Field Supplies $30 $120 $480
Guelph Permeameter $200
Inclinometer Readings $275 --- ---
Sand Cone Field Density Kit $85 $255 $765
pH Meter $38 $80 $250
Pile Load Testing (per test) $1,750
Plate Load Tester (per day) $500
Pit Box Test (per day) $500
Slug Test Kit (per day) $375
Wood Pile Load Testing (per test) $500
SAMPLING EQUIPMENT Daily Weekly Monthly
Groundwater Sampling Bundle with Pump $350 $1,100 $3,100
Rotohammer Drill $100 $400
Soil Sampling or Tank Pull Equipment Bundle $150 $350 $1,050
Soil Vapor Sampling Bundle $400 $1,400 $2,600
WATER LEVEL METERS AND INTERFACE PROBES Daily Weekly Monthly
Barologger $60 $177 $533
Levelogger $60 $177 $533
Oil/Water Interface Probe $80 $220 $650
Water Level Indicator $55 $145 $295
GEOTECHNICAL INSTRUMENTATION Daily Weekly Monthly
Cone Penetrometer $20 $80 $240
Dynamic Cone Penetrometer $175
Electronic Readout Box or Datalogger $50 $150 $350
In-Place Inclinometer Rental --- --- $1,250
Modem --- --- $250
Nuclear Density Gauge $125 $400 $1,200
Power System - Battery --- $25 $75
Power System - Solar ---- $60 $180
Seismograph - Manual $80 $245 $775
Seismograph - Remote Units $100 $295 $875
Vibration and Sound Monitoring Station $125 $345 $975
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Equipment Rate Schedule
2026 RS2
Page 2 of 2
EQUIPMENT RATE SCHEDULE (continued)
UAS DATA ACQUISITION & PROCESSING Daily Weekly Monthly
UAS Digital Imagery Equipment $200 $800 ---
UAS Digital Imagery w/Ground Control Package
(UAS + GNSS) $300 $1,200 ---
UAS Hyperspectral Equipment $300 $1,200 ---
UAS Hyperspectral w/Ground Control Package
(UAS w/HS + GNSS) $400 $1,600 ---
LiDAR SCANNING & PROCESSING Daily Weekly Monthly
LiDAR Scanning Equipment (Terrestrial & Aerial) $800 $3,200 ---
LiDAR Equipment w/Ground Control Package
(LiDAR + GNSS) $1,000 $4,000 ---
MISCELLANEOUS Daily Weekly Monthly
Decontamination Kit (each) $50 --- ---
Field Truck (including fuel) $158 $630 $2,200
Generator $90 $220 $690
GeoTech Sample Jars 16 oz. (per box) $25 --- ---
GPS Unit $200 $800 $2,400
Harness with Restraint Lanyard $50 $175 $500
Motorola CP200d Radio (pair) --- $35 $140
Personal Protective Equipment - Level C (per person) $50 --- ---
Saximeter II $40 $160 $480
Sound Level Meter $60 $240 $720
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Laboratory Rate Schedule
2026 RS2
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LABORATORY RATE SCHEDULE
SOIL CLASSIFICATION AND INDEX TESTS Unit Price
Atterberg Limits - 1 Point $300
Atterberg Limits - 3 Point $435
Grain Size - Hydrometer and Sieve Analysis $300
Grain Size - 200 Wash $150
Grain Size- Sieve Analysis (Standard Sample) $175
Grain Size - Sieve Analysis (Bulk Sample) $225
Grain Size - Hydrometer $250
Water Content $45
Organic Content $200
Specific Gravity $150
Visual Classification $15
SOIL MOISTURE-DENSITY TESTS Unit Price
Bulk Density $150
California Bearing Ratio (CBR) $1,000
Proctor - 1 Point $400
Proctor - 4 Point $550
Proctor - 4 Point (Cohesive Soil) $600
SOIL CONSOLIDATION AND STRENGTH TESTS Unit Price
Consolidation - Constant Rate of Strain (CRS) $1,000
Consolidation - Incremental $750
Unconfined Compression $150
Direct Simple Shear (DSS) $1,000
Cyclic Direct Simple Shear (CDSS) $2,100
Triaxial Compression - Isotropic Consolidation $750
Triaxial Compression - Ko/anisotropic Consolidation $1,200
Triaxial Compression - Unconsolidated $450
SURCHARGE RATES Unit Price
Atterberg Limits Dry Prep $20
Atterberg Limits Organic Classification $55
Sample Preparation $200
Triaxial High Pressure (over 100 psi) $165
Tube Cut (per cut) $40
Tube Extrusion $165
Additional H&A Laboratory analyses, pricing, and rush rates available upon request.
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Exhibit C
OAK #4907-2402-0363 v3 (Rev 10-23)
EXHIBIT C
INSURANCE REQUIREMENTS for Consulting 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
a 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 a 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 a limit no less than $2,000,000 per occurrence or claim,
$2,000,000 aggregate.
If 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 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).
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Exhibit C
OAK #4907-2402-0363 v3 (Rev 10-23)
Primary Coverage
For any claims related to this contract, 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 in 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
written 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 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
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; and
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, Consultant must
purchase “extended reporting” coverage for a minimum of five (5) years after completion
of contract work.
Verification of Coverage
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Exhibit C
OAK #4907-2402-0363 v3 (Rev 10-23)
Consultant shall furnish the City with original Certificates of Insurance including all required
amendatory endorsements (or copies of the applicable policy language effecting coverage
required by this clause) and a copy of the Declarations and Endorsement Page of the CGL policy
listing all policy endorsements to City before work begins. However, failure to obtain the
required documents prior to the work beginning shall not waive 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.
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OAK #4907-2402-0363 v3 (Rev 10-23)
CERTIFICATE OF CONSULTANT
I HEREBY CERTIFY that I am the __________________________________, and a
duly authorized representative of the firm of _____________________________________,
whose address is ______________________________________________________, and that
neither I nor the above firm I here represent has:
a)Employed or retained for a commission, percentage, brokerage, contingent
fee, or other consideration, any firm or person (other than a bona fide
employee working solely for me or the above consultant) to solicit to
secure this Agreement.
b) Agreed, as an express or implied condition for obtaining this contract, to
employ or retain the services of any firm or person in connection with
carrying out the Agreement; or
c)Paid, or agreed to pay, to any firm, organization or person (other than a
bona fide employee working solely for me or the above consultant) any
fee, contribution, donation, or consideration of any kind for, or in
connection with, procuring or carrying out the Agreement;
Except as here expressly stated (if any);
I acknowledge that this certificate is subject to applicable State and Federal laws, both
criminal and civil.
_________________ ___________________________________
Date Signature
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201 N. Civic Drive, Suite 220, Walnut Creek, California
Haley & Aldrich
Contract Manager
2/18/2026
OAK #4862-8048-1163 (Rev 10-23)
MASTER AGREEMENT FOR CONSULTANT SERVICES
This MASTER AGREEMENT FOR CONSULTANT SERVICES (“Agreement”) is
entered into as of the 10th day of February, 2026, by and between the City of Rohnert Park
(“City”), a California municipal corporation, and Integra Landscape Architecture, Inc.
(“Consultant”), a California corporation, with reference to the following facts, understandings
and intentions.
Recitals
WHEREAS, City desires to obtain services designated in Exhibit A; and
WHEREAS, Consultant hereby warrants to City that Consultant is skilled and able to
provide such services described in Section 3 of this Agreement; and
WHEREAS, City desires to retain Consultant pursuant to this Agreement to provide the
services described in Section 3 of this Agreement, subject to the terms and conditions of this
Agreement
Agreement
NOW, THEREFORE, in consideration of their mutual covenants, the parties hereto agree
as follows:
1. Incorporation of Recitals. The recitals and all defined terms set forth above are
hereby incorporated into this Agreement as if set forth herein in full.
2. Project Coordination. Authorized representatives shall represent City and
Consultant in all matters pertaining to this Agreement.
A. City. The City Manager or his/her designee shall represent City for all
purposes under this Agreement, except where approval for the City is specifically required by the
City Council. The CIP Program Manager is hereby designated as the project manager (“Project
Manager”). The Project Manager shall supervise the progress and execution of this Agreement.
B. Consultant. Consultant shall assign Michael Cook to have overall
responsibility for the progress and execution of this Agreement for Consultant.
3. Scope and Performance of Services
A. Scope of Services. Subject to such policy direction and approvals as City
may determine from time to time, Consultant shall perform the type of services generally set out
in the Scope of Work attached hereto as Exhibit A and incorporated herein by reference.
Consultant shall be assigned to provide particular services pursuant to the requirements of a task
order that has been issued in conformance with the City’s Purchasing Policy (“Task Order”)
executed by Consultant and City.
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B. Time of Performance. The services of Consultant are to commence upon
receipt of a written notice to proceed from City, but in no event prior to receiving a fully
executed agreement from City and obtaining and delivering the required insurance coverage, and
satisfactory evidence thereof, to City. Consultant shall perform its services in accordance with
the schedule attached to the Task Order. Any changes to these dates in either this Section 3 or
the Task Order shall be approved in writing by the Project Manager.
C. Standard of Quality. City relies upon the professional ability of
Consultant as a material inducement to entering into this Agreement. All work performed by
Consultant under this Agreement shall be performed (1) with due diligence, using its best efforts
to perform and coordinate all activities in a timely manner; (2) in accordance with all applicable
legal requirements; and (3) with the standard of quality ordinarily 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: (1) for services provided
directly under this Agreement be at the rate and schedules more particularly described in Exhibit
B, attached hereto and incorporated by this reference; or (2) for services authorized by Task
Orders, be at the rate and schedules specified by said Task Order. However, in no event shall the
amount City pays to Consultant for services provided directly under this Agreement exceed
fifteen thousand dollars ($15,000.00); nor shall the amount City pays to Consultant for work
done by Task Order exceed the total compensation specified by the Task Order. City’s
obligation to pay compensation to Consultant as provided herein is contingent upon Consultant’s
compliance with the terms and conditions of this Agreement and any amendments thereto.
Payment by City under this Agreement shall not be deemed a waiver of unsatisfactory work,
even if such defects were known to the City at the time of payment.
B. Timing of Payment. City shall pay Consultant as compensation in full for
such services and expenses for the different elements of the scope of work as follows:
(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.
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C. Changes in Compensation. Consultant will not undertake any work that
will incur costs in excess of the amount set forth in Section 4(A) of this Agreement without prior
written amendment to this Agreement. City shall have the right to amend the Scope of Work
within the Agreement by written notification to the Consultant. In such event, the compensation
and time of performance shall be subject to renegotiation upon written demand of either party to
the Agreement. Consultant shall not commence any work exceeding the Scope of Work without
prior written authorization from the City. Failure of the Consultant to secure City’s written
authorization for extra or changed work shall constitute a waiver of any and all right to
adjustment in the contract price or time due, whether by way of compensation, restitution,
quantum meruit, etc. for work done without the appropriate City authorization.
D. Taxes. Consultant shall pay all taxes, assessments and premiums under
the federal Social Security Act, any applicable unemployment insurance contributions, Workers
Compensation insurance premiums, sales taxes, use taxes, personal property taxes, or other taxes
or assessments now or hereafter in effect and payable by reason of or in connection with the
services to be performed by Consultant.
E. No Overtime or Premium Pay. Consultant shall receive no premium or
enhanced pay for work normally understood as overtime, i.e., hours that exceed forty (40) hours
per work week, or work performed during non-standard business hours, such as in the evenings
or on weekends. Consultant shall not receive a premium or enhanced pay for work performed on
a recognized holiday. Consultant shall not receive paid time off for days not worked, whether it
be in the form of sick leave, administrative leave, or for any other form of absence.
F. Litigation Support. Consultant agrees to testify at City’s request if
litigation is brought against City in connection with Consultant’s work product. Unless the
action is brought by Consultant or is based upon Consultant’s negligence, City will compensate
Consultant for the preparation and the testimony at Consultant’s standard hourly rates, if
requested by City and not part of the litigation brought by City against Consultant.
5. Term. The term of this Agreement shall commence on the date of its execution
by both parties and shall continue in full force and effect until December 31, 2029, unless earlier
terminated in accordance with this Agreement. Notwithstanding the foregoing, this Agreement
may be extended for successive one-year term(s) upon mutual, written approval by the City
Manager or his/her designee and Consultant. Work authorized by a separate Task Order as
contemplated by this Agreement shall be performed in accordance with the schedule set forth in
the Task Order.
6. Inspection. Consultant shall furnish City with every reasonable opportunity for
City to ascertain that the services of Consultant are being performed in accordance with the
requirements and intentions of this Agreement. All work done and all materials furnished, if
any, shall be subject to the Project Manager’s inspection and approval. The inspection of such
work shall not relieve Consultant of any of its obligations to fulfill the Agreement as prescribed.
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,
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prepared or obtained by the Consultant under the Agreement shall be vested in City, none of
which shall be used in any manner whatsoever, by any person, firm, corporation, or agency
without the expressed written consent of the City. Consultant shall assume no responsibility for
the unintended use by others of such final work products which are not related to the scope of the
services described under this Agreement. Basic survey notes and sketches, charts, computations,
and other data prepared or obtained under the Agreement shall be made available, upon request,
to City without restriction or limitations on their use. Consultant may retain copies of the above-
described information but agrees not to disclose or discuss any information gathered, discussed
or generated in any way through this Agreement without the written permission of City during
the term of this Agreement, unless required by law.
8. Employment of Other Consultants, Specialists or Experts. Consultant will not
employ or otherwise incur an obligation to pay other consultants, specialists or experts for
services in connection with this Agreement without the prior written approval of the City.
9. Conflict of Interest Requirements.
A. Consultant covenants and represents that neither it, nor any officer or
principal of its firm, has, or shall acquire any investment, income, business entity, interest in real
property, or other interest, directly or indirectly, which would conflict in any manner with the
interests of City, hinder Consultant’s performance of services under this Agreement, or be
affected in any manner or degree by performance of Consultant’s services hereunder. Consultant
further covenants that in the performance of the Agreement, no person having any such interest
shall be employed by it as an officer, employee, agent, or subcontractor without the express
written consent of the City. Consultant agrees at all times to avoid conflicts of interest, or the
appearance of any conflicts of interest, with the interests of the City in the performance of the
Agreement.
B. Consultant is not a designated employee within the meaning of the
Political Reform Act because Consultant:
(1) will not have the power to make any governmental decision,
including whether to: approve any rates, rules, regulations, policies, standards, or guidelines of
the City or any of its subdivisions; adopt or enforce any laws; issue, deny, suspend, or revoke
any permit, license, application, certificate, order, or any similar authorization or entitlement;
authorize, modify, or renew any form of City contract; grant approval to any City contract
specifications on behalf of the City; or grant City approval for any plans, designs, reports, or
similar; and
(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” includes 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
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(3) will not perform the same duties for the City that would otherwise
be performed by a staff member required to report under the City’s conflict of interest code.
(2 Cal. Code Regs. § 18700.3.)
10. Liability of Members and Employees of City. No member of the City and no
other officer, elected official, employee or agent of the City shall be personally liable to
Consultant or otherwise in the event of any default or breach of the City, or for any amount
which may become due to Consultant or any successor in interest, or for any obligations directly
or indirectly incurred under the terms of this Agreement. To the maximum extent permitted by
law, the City shall have no liability or responsibility for any accident, loss, or damage to any
work performed under this Agreement whether prior to its completion or acceptance or
otherwise.
11. Indemnity.
A. Indemnification. To the fullest extent permitted by law, Consultant shall,
at its own expense, indemnify, protect, defend (by counsel reasonably satisfactory to the City)
and hold harmless City and any and all of its officers, officials, employees, agents and volunteers
(“Indemnified Parties”) from and against any and all liability (including liability for claims,
demands, damages, obligations, suits, actions, arbitration proceedings, administrative
proceedings, regulatory proceedings, losses, expenses or costs of any kind, whether actual,
alleged or threatened, including attorneys’ fees and costs, court costs, interest, defense costs and
expert witness fees) of any nature (“Liability”), whether actual, alleged or threatened, which
arise out of, pertain to, or relate to the performance or failure to comply with this Agreement,
regardless of any fault or alleged fault of the Indemnified Parties.
1. 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.
2. The only exception to Consultant’s responsibility to indemnify,
protect, defend, and hold harmless the Indemnified Parties from Liability is due to the active
negligence or willful misconduct of City or its elective or appointive boards, officers, agents and
employees.
B. Scope of Obligation. Consultant’s duty to indemnify, protect, defend and
hold harmless as set forth in this Section 11 shall include the duty to defend (by counsel
reasonably satisfactory to the City) as set forth in California Civil Code § 2778. This
indemnification obligation is not limited in any way by any limitation on the amount or type of
damages or compensation payable by or for Consultant under worker’s compensation, disability
or other employee benefit acts or the terms, applicability or limitations of any insurance held or
provided by Consultant and shall continue to bind the parties after termination/completion of this
agreement. This indemnification shall be regardless of, and not in any way limited by, the
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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.
C. Consultant’s duty to indemnify, protect, defend and hold harmless as set
forth in this Section 11 shall not be excused because of the Consultant’s inability to evaluate
Liability, or because the Consultant evaluates Liability and determines that the Consultant is not
or may not be liable. 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 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 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 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.
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C. Prevailing Wage. Consultant and Consultant’s subcontractors (if any)
shall, to the extent required by the California Labor Code, pay not less than the latest prevailing
wage rates to workers and professionals as determined by the Director of Industrial Relations of
the State of California pursuant to California Labor Code, Part 7, Chapter 1, Article 2. Copies of
the applicable wage determination are on file at the City’s office of the City Clerk.
D. Injury and Illness Prevention Program. Consultant certifies that it is aware
of and has complied with the provisions of California Labor Code § 6401.7, which requires
every employer to adopt a written injury and illness prevention program.
E. Business Licenses. Unless exempt by law, Consultant and all
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. Confidential Information. All data, documents, discussions or other information
developed or received by or for Consultant in performance of this Agreement are confidential
and not to be disclosed to any person except as authorized by City, or as required by law.
15. Assignment; Subcontractors; Employees
A. Assignment. Consultant shall not assign, delegate, transfer, or convey its
duties, responsibilities, or interests in this Agreement or any right, title, obligation, or interest in
or to the same or any part thereof without the City’s prior written consent, which shall be in the
City’s sole discretion. Any assignment without such approval shall be void and, at the City’s
option, shall immediately cause this Agreement to terminate.
B. Subcontractors; Employees. Consultant shall be responsible for
employing or engaging all persons necessary to perform Consultant’s services hereunder. No
subcontractor of Consultant shall be recognized by the City as such; rather, all subcontractors are
deemed to be employees of Consultant, and Consultant agrees to be responsible for their
performance. Consultant shall give its personal attention to the fulfillment of the provisions of
this Agreement by all of its employees and subcontractors, if any, and shall keep the work under
its control. If any employee or subcontractor of Consultant fails or refuses to carry out the
provisions of this Agreement or appears to be incompetent or to act in a disorderly or improper
manner, it shall be discharged immediately from the work under this Agreement on demand of
the Project Manager.
16. Insurance. Without limiting Consultant’s indemnification provided herein,
Consultant shall, at its own expense, procure and maintain insurance that complies with the
requirements set forth in Exhibit C to this Agreement, which is attached hereto and incorporated
by reference. Consultant shall upon thirty (30) days’ written notice comply with any changes in
the amounts and terms of insurance as may be required from time-to-time by City’s risk
manager.
17. Termination of Agreement; Default.
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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 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 Consultant’s breach of the Agreement.
C. In the event City terminates this Agreement without cause, Consultant
shall be entitled to any compensation owed to it up to the time of such termination, it being
understood that any payments are full compensation for services rendered prior to the time of
payment.
D. Upon termination of this Agreement with or without cause, Consultant
shall turn over to the City Manager immediately any and all copies of studies, sketches,
drawings, computations, and other data, whether or not completed, prepared by Consultant or its
subcontractors, if any, or given to Consultant or its subcontractors, if any, in connection with this
Agreement. Such materials shall become the permanent property of the City. Consultant,
however, shall not be liable for the City’s use of incomplete materials nor for the City’s use of
complete documents if used for other than the project contemplated by this Agreement.
18. Suspension. The City shall have the authority to suspend this Agreement and the
services contemplated herein, wholly or in part, for such period as it deems necessary due to
unfavorable conditions or to the failure on the part of the Consultant to perform any provision of
this Agreement. Consultant will be paid for satisfactory services performed prior to the date of
suspension. During the period of suspension, Consultant shall not receive any payment for
services or expenses incurred by Consultant by reason of such suspension.
19. Merger; Amendment. This Agreement constitutes the complete and exclusive
statement of the agreement between City and Consultant and shall supersede all prior
negotiations, representations, or agreements, either written or oral. This document may be
amended only by written instrument, signed by both the City and Consultant. All provisions of
this Agreement are expressly made conditions.
20. Interpretation. This Agreement shall be interpreted as though it was a product of
a joint drafting effort, and no provisions shall be interpreted against a party on the ground that
said party was solely or primarily responsible for drafting the language to be interpreted.
21. Litigation 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
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court will not be bound by any court fee schedule, but shall, if it is in the interest of justice to do
so, award the full amount of costs, expenses, and attorneys’ fees paid or incurred in good faith.
22. Time Is of the Essence. Time is of the essence in this Agreement. Upon receipt
of a written notice from City to proceed with work required by a Task Order, Consultant shall
immediately commence work to perform the services required by that Task Order according to
the time requirements set in the Task Order.
23. Written Notification. Any notice, demand, request, consent, approval or
communication that either party desires or is required to give to the other party shall be in
writing and either served personally or sent by prepaid, first-class mail. Any such notice,
demand, etc. shall be addressed to the other party at the address set forth below. Either party
may change its address by notifying the other party in writing 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.
If to City: City Clerk
City of Rohnert Park - City Hall
130 Avram Avenue
Rohnert Park, CA 94928
If to Consultant: Integra Landscape Architecture, Inc.
Attn: Michael Cook
1506 4th Street
Santa Rosa, CA 95401
24. Consultant’s Books and Records.
A. Consultant shall maintain any and all ledgers, books of account, invoices,
vouchers, canceled checks, and other records or documents evidencing or relating to charges for
services, or expenditures and disbursements charged to City and all documents and records
which demonstrate performance under this Agreement for a minimum period of three (3) years,
or for any longer period required by law, from the date of termination or completion of this
Agreement.
B. Any records or documents required to be maintained pursuant to this
Agreement shall be made available for inspection or audit, at any time during regular business
hours, upon written request by the City Attorney, City Auditor, City Manager, or a designated
representative of any of these officers. Copies of such documents shall be provided to City for
inspection when it is practical to do so. Otherwise, unless an alternative is mutually agreed
upon, the records shall be available at Consultant’s address indicated for receipt of notices in this
Agreement.
C. The City may, by written request by any of the above-named officers,
require that custody of the records be given to the City and that the records and documents be
maintained in the City Manager's office.
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25. Agreement Is Binding. The terms, covenants, and conditions of this Agreement
shall apply to, and shall bind, the heirs, successors, executors, administrators, assigns, and
subcontractors of both parties.
26. Equal Employment Opportunity. Consultant is an equal opportunity employer
and agrees to comply with all applicable state and federal regulations governing equal
employment opportunity. Consultant will not discriminate against any employee or applicant for
employment because of race, religion, age, sex, creed, color, sexual orientation, marital status or
national origin. Consultant will take affirmative action to ensure that applicants are treated
during such employment without regard to race, religion, age, sex, creed, color, sexual
orientation, marital status, or national origin. Such action shall include, but shall not be limited
to, the following: employment, upgrading, demotion, or transfer; recruitment or recruitment
advertising; lay-offs or termination; rates of pay or other forms of compensation; and selection
for training, including apprenticeship. Consultant further agrees to post in conspicuous places,
available to employees and applicants for employment, notices setting forth the provisions of this
nondiscrimination clause.
27. Non-Exclusive Agreement. This is a non-exclusive agreement. City reserves the
right to provide, and to retain other consultants to provide, services that are the same or similar to
the services described in this Agreement.
28. City Not Obligated to Third Parties. The City shall not be obligated or liable for
payment hereunder to any party other than Consultant.
29. Remedies/Waiver. No failure on the part of either party to exercise any term,
covenant, condition, right or remedy hereunder shall operate as a waiver of any other term,
covenant, condition, right or remedy that such party may have hereunder. All remedies
permitted or available under this Agreement, or at law or in equity, are cumulative and
alternative. As a condition precedent to commencing legal action involving a claim or dispute
against the City arising from this Agreement, 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.
30. Severability. If any one or more of the provisions contained herein shall for any
reason be held to be invalid, illegal or unenforceable in any respect, then such provision or
provisions shall be deemed severable from the remaining provisions hereof, and such invalidity,
illegality, or unenforceability shall not affect any other provision hereof, and this Agreement
shall be construed as if such invalid, illegal, or unenforceable provision had not been contained
herein.
31. Exhibits. The following exhibits are attached to this Agreement and incorporated
herein by this reference:
A. Exhibit A: Scope of Work and Schedule of Performance
B. Exhibit B: Compensation
C. Exhibit C: Insurance Requirements
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32. Execution. This Agreement may be executed in several counterparts, each of
which shall constitute one and the same instrument and shall become binding upon the parties
when at least one copy hereof shall have been signed by both parties hereto. In approving this
Agreement, it shall not be necessary to produce or account for more than one such counterpart.
The parties hereby expressly agree to the use of electronic signatures, which shall be deemed to
have the same effect as an original signature.
33.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.
34.Applicable Law; Venue. This Agreement shall be construed and interpreted
according to California law. In the event that suit shall be brought by either party hereunder, the
parties agree that a trial of such action shall be held exclusively in a state court in the County of
Sonoma, California.
35. Authority. Each individual executing this Agreement on behalf of one of the
parties represents that he or she is duly authorized to sign and deliver the Agreement on behalf of
such party and that this Agreement is binding on such party in accordance with its terms.
IN WITNESS WHEREOF, City and Consultant have executed this Agreement as of the date first
above written.
CITY OF ROHNERT PARK INTEGRA LANDSCAPE ARCHITECTURE,
INC.
By: __________________________________
Marcela Piedra, City Manager (Date)
By:
Michael Cook, Principal (Date)
Per Resolution No. 2026-______adopted by the Rohnert
Park City Council at its meeting of February 10, 2026.
By: _________________________________
Tracy Rankin, Interim Risk Manager (Date)
By: _________________________________
Betsy Howze, Finance Director (Date)
INTEGRA LANDSCAPE ARCHITECTURE,
INC.
By:
Ric J. Hendricks, Principal (Date)
APPROVED AS TO FORM:
By: __________________________________
Michelle Marchetta Kenyon, City Attorney
ATTEST:
By: __________________________________
Sylvia Lopez Cuevas, City Clerk
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1/30/2026
1/31/2026
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The INTEGRA+ team is ready to assist the City of Rohnert Park on an on-call basis, for when funded
projects arise or plan check/landscape or playground inspection services are needed. Throughout
the on-call contract (3 years), INTEGRA+ will engage with City staff and the community as requested
by the City, through several different avenues, including email, telephone, and virtual or in-person
meetings. Our team will be ready to assist when a project is ready to get started!
INTEGRA+ fully understands the coordination and communication needed to make the relationship
successful. We have a proven track record of completing similar on-call landscape architecture and
consulting contracts for numerous other agencies over the past ten years (and more than 15 years as
owners at other firms), as we have successfully provided design, construction administration, project
management and development review across various public works projects. We are currently assisting
the Cities of American Canyon, Cotati, Dublin, Union City and Vallejo with similar services and have
worked previously with the Cities of Santa Rosa, Santa Maria, Rohnert Park, Windsor, the County and
City of San Diego, the Counties of Contra Costa, Santa Clara and Marin. We are highly experienced
in the design and construction of capital improvement projects, including parks, plaza, streets and
parking lots, recreational facilities, sports fields, trails, streetscapes, public gardens, and more. We
have assisted over 50 municipalities with their capital improvement projects and over 20 municipalities
with plan check and design review requests.
As part of a project kick-off process, our team will meet with and listen to City Staff that developed the
project for Capital Improvement. Our team will develop the scope of services and the specific project
approach for each identified project alongside City Staff, developing a fee schedule as well. Our
methodology is to make sure that the scope of services is adequate and that we are being reimbursed
appropriately for our time. If you are looking for forward-thinking, thoughtful consultants to work with
you and assist you on your planning and project aspirations, the INTEGRA+ Team is the right choice.
We will approach any project with short-term
urgency and long-term success in mind, not only
regarding the initial opportunity, but through the
entire process. It is our philosophy that the more
involved, responsive and open to communication
Staff and consultant are, it becomes a benefit to
the community and the City. We operate with YOU,
our client in mind first. Not for profit, not for portfolio
material, but the community is our first concern.
Our most successful projects have seen
our motivated team of professionals to work
collaboratively with each other and the client. As
the prime consultant, it is INTEGRA+ main goal
to keep lines of communication open and flowing.
We know there may be issues along the way, but
we pride ourselves as highly qualified and efficient
problem solvers to keep the process successfully
SCOPE OF SERVICES
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EXHIBIT A
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moving forward. As professionals, we strive to provide maximum
benefit to the client, and at the same time, make sure that we
are maintaining budgets and schedules. At every step of the
way, we will have checks and balances in place to ensure that
the quality of our work remains high, and schedules are met,
which ultimately saves you valuable time and money.
The streamlining of any project occurs when the team members
understand their roles and can clearly and efficiently implement
them into the design process. Our process and work plan are
intended to conduct several assignments concurrently. During
the design process, INTEGRA+ will be providing our skills in
engaging the all of the community in a meaningful way, developing
the design concepts and presenting them to the community,
and gathering ideas and comments from the Community after
presenting inspirational options. Our team works with a wide
range of communities throughout California and Nevada and
non-English speakers are always involved. We will take all the
input into consideration and our goal for the improvements will
include the creative design of community spaces and other park
features that may include a playground, shade structures, game
equipment, fencing, pedestrian circulation options, lighting,
project signage, water fountain/bottle filling station and more.
As Principal-in-Charge / Project Manager for this project, Michael Cook will provide a one-on-one
relationship with the client and team that will allow for efficiency and effective understand the individual
goals. As the lead designer, he will rely on the collaboration of the team to provide their expertise which
will be integral to the success of the project.
We are currently working with the City of Dublin on plan review and inspection and have successfully
completed over 12 reviews. Our team, with 24 hours notice, can participate with the City of Rohnert
Park in meetings, construction site meetings, community meetings and as directed by City staff. Our
team is flexible with their schedules and can provide services, just like a locally based landscape
architecture firm.
LANDSCAPE ARCHITECTURAL SERVICES/PROJECT MANAGEMENT
During the initial kick-off meeting, INTEGRA+ will engage with City of Rohnert Park to establish a solid
working relationship and parameters to successfully complete the project at hand. A game plan and
schedule will be established and agreed upon to engage, implement, and complete this project to the
satisfaction and timeline of the City, and we will make sure this is acceptable to City staff. In addition,
we embrace a collaborative and interactive process to allow as many differing opinions as possible to
provide input into the master plan design process.
During the concept design phase, INTEGRA+ will prepare three (3) alternative options for stakeholder
review. These will include imagery, vignettes, sections, and elevation as necessary to inform the
stakeholders of the design intent. Upon review of stakeholder comments, we will provide one (1)
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conceptual master plan for final approval before moving to the schematic design phase. In addition,
once we have an approved conceptual design and know where major design elements will be located,
we will begin the geotechnical exploration and topographical survey process. We anticipate two (3) in-
person meetings during this phase.
During schematic design (30% PS&E’s), we will refine the concept and provide at a minimum three
(3) renderings or 3D models from various angles to depict an overall project look. Schematic details of
structures will also be included along with preliminary demolition, site, grading, drainage/stormwater,
lighting, electrical, utility, irrigation, and planting plans. In addition, a preliminary cost estimate and
specification outline will be provided. We anticipate one (1) in-person meeting during this phase.
Upon schematic level approval, INTEGRA+ will dive into the
design development phase (50% PS&E’s) which will further
refine the schematic plans and provide more detail. In this
phase we will be looking to lock down material selection
including colors, finishes, textures, lighting and electrical
fixtures, integrated technology features, irrigation equipment
and plant species. An updated cost estimate and specification
package will be provided to ensure we are still on budget and
in compliance. We anticipate one (1) in-person page-turn
meeting during this phase.
After approval of the Design Development drawings, INTEGRA+
will further the development of the Plans, Specifications &
Estimates (PS&E). This technical phase will begin with a 60%
submittal to confirm scope of construction work, cost estimates
developed and approval provided to move forward. The 90%
and 100% submittals will be used as plan checks to make sure
that the plans will continue to meet the design parameters and
City standards. We will work with all City Departments and
Regional Agencies to ensure our 100% PS&E documents will
be ready for bidding purposes. We anticipate two (2) in-person
page-turn meetings during this phase.
During the design process, INTEGRA+ considers the goals of each project and the values of INTEGRA+,
such as our commitment to environmentally conscious design practices. With a record of participating in
LEED certified projects and our certification in ReScape design, the firm is dedicated to creating spaces
that prioritize energy efficiency and environmental responsibility. We take pride in demonstrating a
forward-thinking approach to landscape architecture that addresses the urgent challenges we face.
For bid support, INTEGRA+ Team will be available during the bidding process to respond to questions
and issues within 24 hours with memos or addendums that are required.
INTEGRA+ will be available during the construction phase to review submittals and provide responses
to RFI’s. In addition, the following site visits and preparation of punch lists will be included:
1.Pre-construction kick-off meeting (INTEGRA+ as needed)
2.Five (5) progress site visits (INTEGRA+ as needed)
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3.One (1) punch list site visit (INTEGRA+ as needed)
4.One (1) final walkthrough site visit (INTEGRA+ Team members as needed)
For project close-out, INTEGRA+ Team will prepare Record Drawings from final construction As-Builts.
PLAN CHECK/DESIGN REVIEW
When INTEGRA+ is tasked with review of the landscape plans for improvements within private property,
the street right of way, parks, storm water treatment facilities, and any other landscape improvements
associated with private development applications, INTEGRA+ will respond right away to the request.
We will also discuss what else is needed by our team to complete the request. Additional items could
consist of conceptual plan review during the entitlement phase, developing conditions of approval,
plan check services, inspections, and development of final punch list items. Review of landscape plans
entails plan checking the landscaping plan sheets for appropriate plant species and density, associated
hardscape (if not a part of the civil improvement plans), irrigation plans, playground equipment and
amenities, streetscape furniture, landscape lighting, associated bond estimate, specifications and
local, state, and federal regulations (irrigation water usage, playground safety, etc.), and review of the
conditions of approval for compliance with landscape related requirements.
All review would be in compliance with the City’s
General Plan, Planning Application, Zoning/
Municipal Code, and other applicable documents
(i.e. Downtown Specific Plan, etc.).
Our intent is to make the plan check/design review
process as close to similar as having a City staff
member in City Hall reviewing the plans. We
operate as an extension of City staff and will follow
the procedures already established, if applicable.
Areas where we can assist:
a. Entitlement Assistance
b. Plan Checking for compliance
c. City standard details and specifications
d. Inspections
LANDSCAPE INSPECTION SERVICES
As the need arises for INTEGRA+ to assist the City with landscape inspection services, we will jump into
action. We will request all relevant information, including plans, conditions of approval, City standards,
and other miscellaneous information. INTEGRA+ will review all relevant information in a timely manner
and be prepared to visit the job site on a schedule developed by our team and City staff. Upon our visit
to inspect the project, we will meet with City staff to do an initial review of the project and construction
progress. Our team is available with 24 hours notice to visit any project that the City requests our
inspection services. We are able to inspect the following types of projects to insure compliance with
Conditions of Approval, Project Plans, City Parks Standards and Specifications and City Standard
Specifications:
1.planting installations
2.irrigation installations
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3.irrigation wells
4.irrigation pumps
5.park projects
6.streetscape projects
7.other City projects
We will notify the City of any hazardous situations, water line breaks and/or fatal flaws immediately. We
will fill out the required close-out documentation and provide to the City within three days.
Our team is also qualified to complete irrigation audits and will do so at the request of the City.
QUALITY MANAGEMENT (QA/QC):
Quality Assurance focuses on providing confidence that quality requirements are fulfilled. INTEGRA+
uses an outline and checklist system to ensure all staff and sub-consultants understand their roles and
responsibilities. The project manager and quality assurance principal review master plan documents
for design and compliance.
Quality Control focuses on operational techniques to fulfill quality requirements. A detailed schedule with
milestones for each phase is coordinated with City staff. One principal manages day-to-day operations,
while the other ensures high-level quality control. Internal reviews are rigorous, and all submittals to the
City are reviewed by staff and both principals. Sub-consultant sign-offs are required, and the INTEGRA+
team is equipped with the tools necessary to produce quality designs and documents.
“It takes less time to do a thing right than to explain why you did it wrong”
Henry Wadsworth Longfellow
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FEE SCHEDULE
PLANNING
Deposition/Court Appearance $380/hour
Principal $180/hour
Senior Planner $165/hour
Project Manager $150/hour
Planner $135/hour
Administration $90/hour
LANDSCAPE ARCHITECTURE
Deposition/Court Appearance $380/hour
Principal Landscape Architect $190/hour
Senior Landscape Architect/ Sr. Project Manager $175/hour
Landscape Architect/Project Manager $160/hour
Landscape Designer $145/hour
AutoCAD Drafter $125/hour
Administration $90/hour
PLANCHECK/INSPECTION
Plan Check Services $145/hour
Landscape Inspection Services $145/hour
The fees outlined in this contract shall be applicable for a period of three
calendar years. In December 2026, INTEGRA+ will alert the Client to
any cost of living increases, and/or any increases in reimbursable costs,
service cost increases, etc. that would occur at the beginning of 2027.
REIMBURSABLE CHARGES
Plotting/printing/reproduction $Cost + 10%
Out of pocket (S&H, materials) $Cost + 10%
Subcontractor’s work $Cost + 10%
Travel expenses $Cost + 10%
Mileage IRS Rate + 10%/mile
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Exhibit C
OAK #4862-8048-1163 (Rev 10-23)
EXHIBIT C
INSURANCE REQUIREMENTS for Consulting 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
a 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 a 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 a limit no less than $2,000,000 per occurrence or claim,
$2,000,000 aggregate.
If 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 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).
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Exhibit C
OAK #4862-8048-1163 (Rev 10-23)
Primary Coverage
For any claims related to this contract, 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 in 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
written 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 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
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; and
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, Consultant must
purchase “extended reporting” coverage for a minimum of five (5) years after completion
of contract work.
Verification of Coverage
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Exhibit C
OAK #4862-8048-1163 (Rev 10-23)
Consultant shall furnish the City with original Certificates of Insurance including all required
amendatory endorsements (or copies of the applicable policy language effecting coverage
required by this clause) and a copy of the Declarations and Endorsement Page of the CGL policy
listing all policy endorsements to City before work begins. However, failure to obtain the
required documents prior to the work beginning shall not waive 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.
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CERTIFICATE OF CONSULTANT
I HEREBY CERTIFY that I am the __________________________________, and a
duly authorized representative of the firm of _____________________________________,
whose address is ______________________________________________________, and that
neither I nor the above firm I here represent has:
a)Employed or retained for a commission, percentage, brokerage, contingent
fee, or other consideration, any firm or person (other than a bona fide
employee working solely for me or the above consultant) to solicit to
secure this Agreement.
b)Agreed, as an express or implied condition for obtaining this contract, to
employ or retain the services of any firm or person in connection with
carrying out the Agreement; or
c)Paid, or agreed to pay, to any firm, organization or person (other than a
bona fide employee working solely for me or the above consultant) any
fee, contribution, donation, or consideration of any kind for, or in
connection with, procuring or carrying out the Agreement;
Except as here expressly stated (if any);
I acknowledge that this certificate is subject to applicable State and Federal laws, both
criminal and civil.
_________________ ___________________________________
Date Signature
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Vice President
INTEGRA Landscape Architecture
1506 4th Street, Santa Rosa, California 95404
1/30/2026
OAK #4862-8048-1163 (Rev 10-23)
MASTER AGREEMENT FOR CONSULTANT SERVICES
This MASTER AGREEMENT FOR CONSULTANT SERVICES (“Agreement”) is
entered into as of the 10th day of February, 2026, by and between the City of Rohnert Park
(“City”), a California municipal corporation, and Interactive Resources, Inc. (“Consultant”), a
California corporation, with reference to the following facts, understandings and intentions.
Recitals
WHEREAS, City desires to obtain services designated in Exhibit A; and
WHEREAS, Consultant hereby warrants to City that Consultant is skilled and able to
provide such services described in Section 3 of this Agreement; and
WHEREAS, City desires to retain Consultant pursuant to this Agreement to provide the
services described in Section 3 of this Agreement, subject to the terms and conditions of this
Agreement
Agreement
NOW, THEREFORE, in consideration of their mutual covenants, the parties hereto agree
as follows:
1. Incorporation of Recitals. The recitals and all defined terms set forth above are
hereby incorporated into this Agreement as if set forth herein in full.
2. Project Coordination. Authorized representatives shall represent City and
Consultant in all matters pertaining to this Agreement.
A. City. The City Manager or his/her designee shall represent City for all
purposes under this Agreement, except where approval for the City is specifically required by the
City Council. The CIP Program Manager is hereby designated as the project manager (“Project
Manager”). The Project Manager shall supervise the progress and execution of this Agreement.
B. Consultant. Consultant shall assign Andrew Butt to have overall
responsibility for the progress and execution of this Agreement for Consultant.
3. Scope and Performance of Services
A. Scope of Services. Subject to such policy direction and approvals as City
may determine from time to time, Consultant shall perform the type of services generally set out
in the Scope of Work attached hereto as Exhibit A and incorporated herein by reference.
Consultant shall be assigned to provide particular services pursuant to the requirements of a task
order that has been issued in conformance with the City’s Purchasing Policy (“Task Order”)
executed by Consultant and City.
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
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executed agreement from City and obtaining and delivering the required insurance coverage, and
satisfactory evidence thereof, to City. Consultant shall perform its services in accordance with
the schedule attached to the Task Order. Any changes to these dates in either this Section 3 or
the Task Order shall be approved in writing by the Project Manager.
C. Standard of Quality. City relies upon the professional ability of
Consultant as a material inducement to entering into this Agreement. All work performed by
Consultant under this Agreement shall be performed (1) with due diligence, using its best efforts
to perform and coordinate all activities in a timely manner; (2) in accordance with all applicable
legal requirements; and (3) with the standard of quality ordinarily 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: (1) for services provided
directly under this Agreement be at the rate and schedules more particularly described in Exhibit
B, attached hereto and incorporated by this reference; or (2) for services authorized by Task
Orders, be at the rate and schedules specified by said Task Order. However, in no event shall the
amount City pays to Consultant for services provided directly under this Agreement exceed
fifteen thousand dollars ($15,000.00); nor shall the amount City pays to Consultant for work
done by Task Order exceed the total compensation specified by the Task Order. City’s
obligation to pay compensation to Consultant as provided herein is contingent upon Consultant’s
compliance with the terms and conditions of this Agreement and any amendments thereto.
Payment by City under this Agreement shall not be deemed a waiver of unsatisfactory work,
even if such defects were known to the City at the time of payment.
B. Timing of Payment. City shall pay Consultant as compensation in full for
such services and expenses for the different elements of the scope of work as follows:
(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.
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C. Changes in Compensation. Consultant will not undertake any work that
will incur costs in excess of the amount set forth in Section 4(A) of this Agreement without prior
written amendment to this Agreement. City shall have the right to amend the Scope of Work
within the Agreement by written notification to the Consultant. In such event, the compensation
and time of performance shall be subject to renegotiation upon written demand of either party to
the Agreement. Consultant shall not commence any work exceeding the Scope of Work without
prior written authorization from the City. Failure of the Consultant to secure City’s written
authorization for extra or changed work shall constitute a waiver of any and all right to
adjustment in the contract price or time due, whether by way of compensation, restitution,
quantum meruit, etc. for work done without the appropriate City authorization.
D. Taxes. Consultant shall pay all taxes, assessments and premiums under
the federal Social Security Act, any applicable unemployment insurance contributions, Workers
Compensation insurance premiums, sales taxes, use taxes, personal property taxes, or other taxes
or assessments now or hereafter in effect and payable by reason of or in connection with the
services to be performed by Consultant.
E. No Overtime or Premium Pay. Consultant shall receive no premium or
enhanced pay for work normally understood as overtime, i.e., hours that exceed forty (40) hours
per work week, or work performed during non-standard business hours, such as in the evenings
or on weekends. Consultant shall not receive a premium or enhanced pay for work performed on
a recognized holiday. Consultant shall not receive paid time off for days not worked, whether it
be in the form of sick leave, administrative leave, or for any other form of absence.
F. Litigation Support. Consultant agrees to testify at City’s request if
litigation is brought against City in connection with Consultant’s work product. Unless the
action is brought by Consultant or is based upon Consultant’s negligence, City will compensate
Consultant for the preparation and the testimony at Consultant’s standard hourly rates, if
requested by City and not part of the litigation brought by City against Consultant.
5. Term. The term of this Agreement shall commence on the date of its execution
by both parties and shall continue in full force and effect until December 31, 2029, unless earlier
terminated in accordance with this Agreement. Notwithstanding the foregoing, this Agreement
may be extended for successive one-year term(s) upon mutual, written approval by the City
Manager or his/her designee and Consultant. Work authorized by a separate Task Order as
contemplated by this Agreement shall be performed in accordance with the schedule set forth in
the Task Order.
6. Inspection. Consultant shall furnish City with every reasonable opportunity for
City to ascertain that the services of Consultant are being performed in accordance with the
requirements and intentions of this Agreement. All work done and all materials furnished, if
any, shall be subject to the Project Manager’s inspection and approval. The inspection of such
work shall not relieve Consultant of any of its obligations to fulfill the Agreement as prescribed.
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,
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prepared or obtained by the Consultant under the Agreement shall be vested in City, none of
which shall be used in any manner whatsoever, by any person, firm, corporation, or agency
without the expressed written consent of the City. Consultant shall assume no responsibility for
the unintended use by others of such final work products which are not related to the scope of the
services described under this Agreement. Basic survey notes and sketches, charts, computations,
and other data prepared or obtained under the Agreement shall be made available, upon request,
to City without restriction or limitations on their use. Consultant may retain copies of the above-
described information but agrees not to disclose or discuss any information gathered, discussed
or generated in any way through this Agreement without the written permission of City during
the term of this Agreement, unless required by law.
8. Employment of Other Consultants, Specialists or Experts. Consultant will not
employ or otherwise incur an obligation to pay other consultants, specialists or experts for
services in connection with this Agreement without the prior written approval of the City.
9. Conflict of Interest Requirements.
A. Consultant covenants and represents that neither it, nor any officer or
principal of its firm, has, or shall acquire any investment, income, business entity, interest in real
property, or other interest, directly or indirectly, which would conflict in any manner with the
interests of City, hinder Consultant’s performance of services under this Agreement, or be
affected in any manner or degree by performance of Consultant’s services hereunder. Consultant
further covenants that in the performance of the Agreement, no person having any such interest
shall be employed by it as an officer, employee, agent, or subcontractor without the express
written consent of the City. Consultant agrees at all times to avoid conflicts of interest, or the
appearance of any conflicts of interest, with the interests of the City in the performance of the
Agreement.
B. Consultant is not a designated employee within the meaning of the
Political Reform Act because Consultant:
(1) will not have the power to make any governmental decision,
including whether to: approve any rates, rules, regulations, policies, standards, or guidelines of
the City or any of its subdivisions; adopt or enforce any laws; issue, deny, suspend, or revoke
any permit, license, application, certificate, order, or any similar authorization or entitlement;
authorize, modify, or renew any form of City contract; grant approval to any City contract
specifications on behalf of the City; or grant City approval for any plans, designs, reports, or
similar; and
(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” includes 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
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(3) will not perform the same duties for the City that would otherwise
be performed by a staff member required to report under the City’s conflict of interest code.
(2 Cal. Code Regs. § 18700.3.)
10. Liability of Members and Employees of City. No member of the City and no
other officer, elected official, employee or agent of the City shall be personally liable to
Consultant or otherwise in the event of any default or breach of the City, or for any amount
which may become due to Consultant or any successor in interest, or for any obligations directly
or indirectly incurred under the terms of this Agreement. To the maximum extent permitted by
law, the City shall have no liability or responsibility for any accident, loss, or damage to any
work performed under this Agreement whether prior to its completion or acceptance or
otherwise.
11. Indemnity.
A. Indemnification. To the fullest extent permitted by law, Consultant shall,
at its own expense, indemnify, protect, defend (by counsel reasonably satisfactory to the City)
and hold harmless City and any and all of its officers, officials, employees, agents and volunteers
(“Indemnified Parties”) from and against any and all liability (including liability for claims,
demands, damages, obligations, suits, actions, arbitration proceedings, administrative
proceedings, regulatory proceedings, losses, expenses or costs of any kind, whether actual,
alleged or threatened, including attorneys’ fees and costs, court costs, interest, defense costs and
expert witness fees) of any nature (“Liability”), whether actual, alleged or threatened, which
arise out of, pertain to, or relate to the performance or failure to comply with this Agreement,
regardless of any fault or alleged fault of the Indemnified Parties.
1. 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.
2. The only exception to Consultant’s responsibility to indemnify,
protect, defend, and hold harmless the Indemnified Parties from Liability is due to the active
negligence or willful misconduct of City or its elective or appointive boards, officers, agents and
employees.
B. Scope of Obligation. Consultant’s duty to indemnify, protect, defend and
hold harmless as set forth in this Section 11 shall include the duty to defend (by counsel
reasonably satisfactory to the City) as set forth in California Civil Code § 2778. This
indemnification obligation is not limited in any way by any limitation on the amount or type of
damages or compensation payable by or for Consultant under worker’s compensation, disability
or other employee benefit acts or the terms, applicability or limitations of any insurance held or
provided by Consultant and shall continue to bind the parties after termination/completion of this
agreement. This indemnification shall be regardless of, and not in any way limited by, the
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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.
C. Consultant’s duty to indemnify, protect, defend and hold harmless as set
forth in this Section 11 shall not be excused because of the Consultant’s inability to evaluate
Liability, or because the Consultant evaluates Liability and determines that the Consultant is not
or may not be liable. 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 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 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 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.
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C. Prevailing Wage. Consultant and Consultant’s subcontractors (if any)
shall, to the extent required by the California Labor Code, pay not less than the latest prevailing
wage rates to workers and professionals as determined by the Director of Industrial Relations of
the State of California pursuant to California Labor Code, Part 7, Chapter 1, Article 2. Copies of
the applicable wage determination are on file at the City’s office of the City Clerk.
D. Injury and Illness Prevention Program. Consultant certifies that it is aware
of and has complied with the provisions of California Labor Code § 6401.7, which requires
every employer to adopt a written injury and illness prevention program.
E. Business Licenses. Unless exempt by law, Consultant and all
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. Confidential Information. All data, documents, discussions or other information
developed or received by or for Consultant in performance of this Agreement are confidential
and not to be disclosed to any person except as authorized by City, or as required by law.
15. Assignment; Subcontractors; Employees
A. Assignment. Consultant shall not assign, delegate, transfer, or convey its
duties, responsibilities, or interests in this Agreement or any right, title, obligation, or interest in
or to the same or any part thereof without the City’s prior written consent, which shall be in the
City’s sole discretion. Any assignment without such approval shall be void and, at the City’s
option, shall immediately cause this Agreement to terminate.
B. Subcontractors; Employees. Consultant shall be responsible for
employing or engaging all persons necessary to perform Consultant’s services hereunder. No
subcontractor of Consultant shall be recognized by the City as such; rather, all subcontractors are
deemed to be employees of Consultant, and Consultant agrees to be responsible for their
performance. Consultant shall give its personal attention to the fulfillment of the provisions of
this Agreement by all of its employees and subcontractors, if any, and shall keep the work under
its control. If any employee or subcontractor of Consultant fails or refuses to carry out the
provisions of this Agreement or appears to be incompetent or to act in a disorderly or improper
manner, it shall be discharged immediately from the work under this Agreement on demand of
the Project Manager.
16. Insurance. Without limiting Consultant’s indemnification provided herein,
Consultant shall, at its own expense, procure and maintain insurance that complies with the
requirements set forth in Exhibit C to this Agreement, which is attached hereto and incorporated
by reference. Consultant shall upon thirty (30) days’ written notice comply with any changes in
the amounts and terms of insurance as may be required from time-to-time by City’s risk
manager.
17. Termination of Agreement; Default.
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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 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 Consultant’s breach of the Agreement.
C. In the event City terminates this Agreement without cause, Consultant
shall be entitled to any compensation owed to it up to the time of such termination, it being
understood that any payments are full compensation for services rendered prior to the time of
payment.
D. Upon termination of this Agreement with or without cause, Consultant
shall turn over to the City Manager immediately any and all copies of studies, sketches,
drawings, computations, and other data, whether or not completed, prepared by Consultant or its
subcontractors, if any, or given to Consultant or its subcontractors, if any, in connection with this
Agreement. Such materials shall become the permanent property of the City. Consultant,
however, shall not be liable for the City’s use of incomplete materials nor for the City’s use of
complete documents if used for other than the project contemplated by this Agreement.
18. Suspension. The City shall have the authority to suspend this Agreement and the
services contemplated herein, wholly or in part, for such period as it deems necessary due to
unfavorable conditions or to the failure on the part of the Consultant to perform any provision of
this Agreement. Consultant will be paid for satisfactory services performed prior to the date of
suspension. During the period of suspension, Consultant shall not receive any payment for
services or expenses incurred by Consultant by reason of such suspension.
19. Merger; Amendment. This Agreement constitutes the complete and exclusive
statement of the agreement between City and Consultant and shall supersede all prior
negotiations, representations, or agreements, either written or oral. This document may be
amended only by written instrument, signed by both the City and Consultant. All provisions of
this Agreement are expressly made conditions.
20. Interpretation. This Agreement shall be interpreted as though it was a product of
a joint drafting effort, and no provisions shall be interpreted against a party on the ground that
said party was solely or primarily responsible for drafting the language to be interpreted.
21. Litigation 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
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court will not be bound by any court fee schedule, but shall, if it is in the interest of justice to do
so, award the full amount of costs, expenses, and attorneys’ fees paid or incurred in good faith.
22. Time Is of the Essence. Time is of the essence in this Agreement. Upon receipt
of a written notice from City to proceed with work required by a Task Order, Consultant shall
immediately commence work to perform the services required by that Task Order according to
the time requirements set in the Task Order.
23. Written Notification. Any notice, demand, request, consent, approval or
communication that either party desires or is required to give to the other party shall be in
writing and either served personally or sent by prepaid, first-class mail. Any such notice,
demand, etc. shall be addressed to the other party at the address set forth below. Either party
may change its address by notifying the other party in writing 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.
If to City: City Clerk
City of Rohnert Park - City Hall
130 Avram Avenue
Rohnert Park, CA 94928
If to Consultant: Interactive Resources, Inc.
Attn: Andrew Butt
177 Park Place
Richmond, CA 94801
24. Consultant’s Books and Records.
A. Consultant shall maintain any and all ledgers, books of account, invoices,
vouchers, canceled checks, and other records or documents evidencing or relating to charges for
services, or expenditures and disbursements charged to City and all documents and records
which demonstrate performance under this Agreement for a minimum period of three (3) years,
or for any longer period required by law, from the date of termination or completion of this
Agreement.
B. Any records or documents required to be maintained pursuant to this
Agreement shall be made available for inspection or audit, at any time during regular business
hours, upon written request by the City Attorney, City Auditor, City Manager, or a designated
representative of any of these officers. Copies of such documents shall be provided to City for
inspection when it is practical to do so. Otherwise, unless an alternative is mutually agreed
upon, the records shall be available at Consultant’s address indicated for receipt of notices in this
Agreement.
C. The City may, by written request by any of the above-named officers,
require that custody of the records be given to the City and that the records and documents be
maintained in the City Manager's office.
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25. Agreement Is Binding. The terms, covenants, and conditions of this Agreement
shall apply to, and shall bind, the heirs, successors, executors, administrators, assigns, and
subcontractors of both parties.
26. Equal Employment Opportunity. Consultant is an equal opportunity employer
and agrees to comply with all applicable state and federal regulations governing equal
employment opportunity. Consultant will not discriminate against any employee or applicant for
employment because of race, religion, age, sex, creed, color, sexual orientation, marital status or
national origin. Consultant will take affirmative action to ensure that applicants are treated
during such employment without regard to race, religion, age, sex, creed, color, sexual
orientation, marital status, or national origin. Such action shall include, but shall not be limited
to, the following: employment, upgrading, demotion, or transfer; recruitment or recruitment
advertising; lay-offs or termination; rates of pay or other forms of compensation; and selection
for training, including apprenticeship. Consultant further agrees to post in conspicuous places,
available to employees and applicants for employment, notices setting forth the provisions of this
nondiscrimination clause.
27. Non-Exclusive Agreement. This is a non-exclusive agreement. City reserves the
right to provide, and to retain other consultants to provide, services that are the same or similar to
the services described in this Agreement.
28. City Not Obligated to Third Parties. The City shall not be obligated or liable for
payment hereunder to any party other than Consultant.
29. Remedies/Waiver. No failure on the part of either party to exercise any term,
covenant, condition, right or remedy hereunder shall operate as a waiver of any other term,
covenant, condition, right or remedy that such party may have hereunder. All remedies
permitted or available under this Agreement, or at law or in equity, are cumulative and
alternative. As a condition precedent to commencing legal action involving a claim or dispute
against the City arising from this Agreement, 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.
30. Severability. If any one or more of the provisions contained herein shall for any
reason be held to be invalid, illegal or unenforceable in any respect, then such provision or
provisions shall be deemed severable from the remaining provisions hereof, and such invalidity,
illegality, or unenforceability shall not affect any other provision hereof, and this Agreement
shall be construed as if such invalid, illegal, or unenforceable provision had not been contained
herein.
31. Exhibits. The following exhibits are attached to this Agreement and incorporated
herein by this reference:
A. Exhibit A: Scope of Work and Schedule of Performance
B. Exhibit B: Compensation
C. Exhibit C: Insurance Requirements
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32. Execution. This Agreement may be executed in several counterparts, each of
which shall constitute one and the same instrument and shall become binding upon the parties
when at least one copy hereof shall have been signed by both parties hereto. In approving this
Agreement, it shall not be necessary to produce or account for more than one such counterpart.
The parties hereby expressly agree to the use of electronic signatures, which shall be deemed to
have the same effect as an original signature.
33. 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.
34. Applicable Law; Venue. This Agreement shall be construed and interpreted
according to California law. In the event that suit shall be brought by either party hereunder, the
parties agree that a trial of such action shall be held exclusively in a state court in the County of
Sonoma, California.
35. Authority. Each individual executing this Agreement on behalf of one of the
parties represents that he or she is duly authorized to sign and deliver the Agreement on behalf of
such party and that this Agreement is binding on such party in accordance with its terms.
IN WITNESS WHEREOF, City and Consultant have executed this Agreement as of the date first
above written.
CITY OF ROHNERT PARK INTERACTIVE RESOURCES, INC.
By: __________________________________
Marcela Piedra, City Manager (Date)
By:
Thomas K. Butt, President (Date)
Per Resolution No. 2026-______adopted by the Rohnert
Park City Council at its meeting of February 10, 2026.
By: _________________________________
Tracy Rankin, Interim Risk Manager (Date)
By: _________________________________
Betsy Howze, Finance Director (Date)
INTERACTIVE RESOURCES, INC.
By:
Andrew M. Butt, Managing Principal (Date)
APPROVED AS TO FORM:
By: __________________________________
Michelle Marchetta Kenyon, City Attorney
ATTEST:
By: __________________________________
Sylvia Lopez Cuevas, City Clerk
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On-Call Consultant Services | City of Rohnert Park, California
arChiteCtural & engineeirng ServiCeS
Interactive Resources has significant amount of experience and expertise required for architectural and engineering
services. As you can see from the following list of services, Interactive Resources has the depth and breadth of
experience necessary for this type of A/E contract. We have a wide array of project experience for public agencies
and the services that the firm can provide under this contract include the following.
arChiteCtural ServiCeS
Pre-Design
Scoping studies
Feasibility analysis
Programming
Stakeholder involvement
Purpose & needs statement
Design charrette
Architectural design
Architectural technology research
Post-construction evaluation
Existing conditions survey
Building integrated modeling
Code analysis
Space planning
Interior design
Installation observation
Furniture contract coordination
Sustainable design
LEED design
Design review
Drawings & specifications
Construction administration
StruCtural engineering
Structural design
Drawings & specifications
Existing conditions survey
Seismic analysis
hiStOriC PreServatiOn ServiCeS
Programming & development studies
Conceptual Design
Contract documents for preservation
Historic building rehabilitation
ADA compliance design
National landmark nominations
State & National Register Nominations
Historic context statements
Historic resource evaluations
Historic resource surveys
Condition surveys
DPR forms
Design/peer review
Secretary of the Interior’s Standards
Analysis
Ordinance development and historic
preservation planning
Development Urban Design Review
SPeCializeD ServiCeS
Energy studies
Building assessment studies/reports
Program development studies (PDS)
Facility master plans
Feasibility studies
ADA Accessibility/Title 24 compliance
Building safety, code compliance
As-built/existing conditions surveys
Diagnostic & forensic testing & studies
Peer reviews/construction reviews
Expert witness services
Roof design & repair replacement
Field observation during construction
Wind uplift testing & roof core analysis
Visual inspections & condition surveys
Roofing/waterproofing failure investigations
Roofing/waterproofing design reviews
Contract documents for repair design
Roof management programs
Façade inspections & peer review
Building envelope condition assessments
Water entry & condensation studies
Repair, rehabilitation, and recladding
Construction observation/troubleshooting
Testing of building components
Mendocino County Administration Center 30 & 40 Muir Rd. Office Complex, Martinez Orin Allen Youth Rehabilitation Facility Suisun City Fire Department
Section 2 | General QualificationS
12
EXHIBIT A
Docusign Envelope ID: FC920EDC-BF92-4809-B364-6253995F7675
On-Call Consultant Services | City of Rohnert Park, California
Section 5 | Hourly rateS
Interactive Resources, Inc.2025
President / Senior Project Manager $300
Managing Principal / Senior Project Manager $280
Principal / Senior Project Manager $265
Technical Advisor / Senior Project Manager $245
Project Manager / Senior Engineer $225
Senior Project Designer / Drafter $205
Project Designer / Drafter $190
Architectural Staff $170
Technical / Administrative Support $155
Architectural Intern $95
Reimbursables
Reimbursable expenses will be billed at cost and will include actual expenditures made in the interest of the project, in the
following categories: transportation and mileage to and from the site, printing of graphics for public meetings, printing of
drawings and other contract documents for at milestones, postage, shipping, and delivery of items authorized by the City.
Travel will be billed at the IRS standard mileage rate.
Interactive Resources, Inc.2026
President / Senior Project Manager $309
Managing Principal / Senior Project Manager $289
Principal / Senior Project Manager $273
Technical Advisor / Senior Project Manager $253
Project Manager / Senior Engineer $232
Senior Project Designer / Drafter $212
Project Designer / Drafter $196
Architectural Staff $176
Technical / Administrative Support $160
Architectural Intern $98
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EXHIBIT B
Docusign Envelope ID: FC920EDC-BF92-4809-B364-6253995F7675
On-Call Consultant Services | City of Rohnert Park, California
Section 5|HourlyrateS Section 5 | Hourly rateS
Interactive Resources, Inc.2027
President / Senior Project Manager $319
Managing Principal / Senior Project Manager $298
Principal / Senior Project Manager $282
Technical Advisor / Senior Project Manager $261
Project Manager / Senior Engineer $239
Senior Project Designer / Drafter $219
Project Designer / Drafter $202
Architectural Staff $182
Technical / Administrative Support $165
Architectural Intern $101
Interactive Resources, Inc.2028
President / Senior Project Manager $329
Managing Principal / Senior Project Manager $307
Principal / Senior Project Manager $291
Technical Advisor / Senior Project Manager $269
Project Manager / Senior Engineer $247
Senior Project Designer / Drafter $226
Project Designer / Drafter $209
Architectural Staff $188
Technical / Administrative Support $170
Architectural Intern $105
Interactive Resources, Inc.2029
President / Senior Project Manager $339
Managing Principal / Senior Project Manager $317
Principal / Senior Project Manager $300
Technical Advisor / Senior Project Manager $278
Project Manager / Senior Engineer $255
Senior Project Designer / Drafter $233
Project Designer / Drafter $216
Architectural Staff $194
Technical / Administrative Support $176
Architectural Intern $109
14
Docusign Envelope ID: FC920EDC-BF92-4809-B364-6253995F7675
Exhibit C
OAK #4862-8048-1163 (Rev 10-23)
EXHIBIT C
INSURANCE REQUIREMENTS for Consulting 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
a 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 a 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 a limit no less than $2,000,000 per occurrence or claim,
$2,000,000 aggregate.
If 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 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).
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Exhibit C
OAK #4862-8048-1163 (Rev 10-23)
Primary Coverage
For any claims related to this contract, 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 in 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
written 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 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
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; and
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, Consultant must
purchase “extended reporting” coverage for a minimum of five (5) years after completion
of contract work.
Verification of Coverage
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Exhibit C
OAK #4862-8048-1163 (Rev 10-23)
Consultant shall furnish the City with original Certificates of Insurance including all required
amendatory endorsements (or copies of the applicable policy language effecting coverage
required by this clause) and a copy of the Declarations and Endorsement Page of the CGL policy
listing all policy endorsements to City before work begins. However, failure to obtain the
required documents prior to the work beginning shall not waive 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.
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OAK #4862-8048-1163 (Rev 10-23)
CERTIFICATE OF CONSULTANT
I HEREBY CERTIFY that I am the __________________________________, and a
duly authorized representative of the firm of _____________________________________,
whose address is ______________________________________________________, and that
neither I nor the above firm I here represent has:
a) Employed or retained for a commission, percentage, brokerage, contingent
fee, or other consideration, any firm or person (other than a bona fide
employee working solely for me or the above consultant) to solicit to
secure this Agreement.
b) Agreed, as an express or implied condition for obtaining this contract, to
employ or retain the services of any firm or person in connection with
carrying out the Agreement; or
c) Paid, or agreed to pay, to any firm, organization or person (other than a
bona fide employee working solely for me or the above consultant) any
fee, contribution, donation, or consideration of any kind for, or in
connection with, procuring or carrying out the Agreement;
Except as here expressly stated (if any);
I acknowledge that this certificate is subject to applicable State and Federal laws, both
criminal and civil.
_________________ ___________________________________
Date Signature
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Docusign Envelope ID: FC920EDC-BF92-4809-B364-6253995F7675
117 Park Place, Richmond CA 94801
President
Interactive Resources, Inc.
1/30/2026
OAK #4862-8048-1163 (Rev 10-23)
MASTER AGREEMENT FOR CONSULTANT SERVICES
This MASTER AGREEMENT FOR CONSULTANT SERVICES (“Agreement”) is
entered into as of the ______ day of _______________, 2026, by and between the City of
Rohnert Park (“City”), a California municipal corporation, and ISI Inspection Services, Inc.
(“Consultant”), a California corporation, with reference to the following facts, understandings
and intentions.
Recitals
WHEREAS, City desires to obtain services designated in Exhibit A; and
WHEREAS, Consultant hereby warrants to City that Consultant is skilled and able to
provide such services described in Section 3 of this Agreement; and
WHEREAS, City desires to retain Consultant pursuant to this Agreement to provide the
services described in Section 3 of this Agreement, subject to the terms and conditions of this
Agreement
Agreement
NOW, THEREFORE, in consideration of their mutual covenants, the parties hereto agree
as follows:
1. Incorporation of Recitals. The recitals and all defined terms set forth above are
hereby incorporated into this Agreement as if set forth herein in full.
2. Project Coordination. Authorized representatives shall represent City and
Consultant in all matters pertaining to this Agreement.
A. City. The City Manager or his/her designee shall represent City for all
purposes under this Agreement, except where approval for the City is specifically required by the
City Council. The CIP Program Manager is hereby designated as the project manager (“Project
Manager”). The Project Manager shall supervise the progress and execution of this Agreement.
B. Consultant. Consultant shall assign Antoine Megevand to have overall
responsibility for the progress and execution of this Agreement for Consultant.
3. Scope and Performance of Services
A. Scope of Services. Subject to such policy direction and approvals as City
may determine from time to time, Consultant shall perform the type of services generally set out
in the Scope of Work attached hereto as Exhibit A and incorporated herein by reference.
Consultant shall be assigned to provide particular services pursuant to the requirements of a task
order that has been issued in conformance with the City’s Purchasing Policy (“Task Order”)
executed by Consultant and City.
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B. Time of Performance. The services of Consultant are to commence upon
receipt of a written notice to proceed from City, but in no event prior to receiving a fully
executed agreement from City and obtaining and delivering the required insurance coverage, and
satisfactory evidence thereof, to City. Consultant shall perform its services in accordance with
the schedule attached to the Task Order. Any changes to these dates in either this Section 3 or
the Task Order shall be approved in writing by the Project Manager.
C. Standard of Quality. City relies upon the professional ability of
Consultant as a material inducement to entering into this Agreement. All work performed by
Consultant under this Agreement shall be performed (1) with due diligence, using its best efforts
to perform and coordinate all activities in a timely manner; (2) in accordance with all applicable
legal requirements; and (3) with the standard of quality ordinarily 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: (1) for services provided
directly under this Agreement be at the rate and schedules more particularly described in Exhibit
B, attached hereto and incorporated by this reference; or (2) for services authorized by Task
Orders, be at the rate and schedules specified by said Task Order. However, in no event shall the
amount City pays to Consultant for services provided directly under this Agreement exceed
fifteen thousand dollars ($15,000.00); nor shall the amount City pays to Consultant for work
done by Task Order exceed the total compensation specified by the Task Order. City’s
obligation to pay compensation to Consultant as provided herein is contingent upon Consultant’s
compliance with the terms and conditions of this Agreement and any amendments thereto.
Payment by City under this Agreement shall not be deemed a waiver of unsatisfactory work,
even if such defects were known to the City at the time of payment.
B. Timing of Payment. City shall pay Consultant as compensation in full for
such services and expenses for the different elements of the scope of work as follows:
(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.
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C. Changes in Compensation. Consultant will not undertake any work that
will incur costs in excess of the amount set forth in Section 4(A) of this Agreement without prior
written amendment to this Agreement. City shall have the right to amend the Scope of Work
within the Agreement by written notification to the Consultant. In such event, the compensation
and time of performance shall be subject to renegotiation upon written demand of either party to
the Agreement. Consultant shall not commence any work exceeding the Scope of Work without
prior written authorization from the City. Failure of the Consultant to secure City’s written
authorization for extra or changed work shall constitute a waiver of any and all right to
adjustment in the contract price or time due, whether by way of compensation, restitution,
quantum meruit, etc. for work done without the appropriate City authorization.
D. Taxes. Consultant shall pay all taxes, assessments and premiums under
the federal Social Security Act, any applicable unemployment insurance contributions, Workers
Compensation insurance premiums, sales taxes, use taxes, personal property taxes, or other taxes
or assessments now or hereafter in effect and payable by reason of or in connection with the
services to be performed by Consultant.
E. No Overtime or Premium Pay. Consultant shall receive no premium or
enhanced pay for work normally understood as overtime, i.e., hours that exceed forty (40) hours
per work week, or work performed during non-standard business hours, such as in the evenings
or on weekends. Consultant shall not receive a premium or enhanced pay for work performed on
a recognized holiday. Consultant shall not receive paid time off for days not worked, whether it
be in the form of sick leave, administrative leave, or for any other form of absence.
F. Litigation Support. Consultant agrees to testify at City’s request if
litigation is brought against City in connection with Consultant’s work product. Unless the
action is brought by Consultant or is based upon Consultant’s negligence, City will compensate
Consultant for the preparation and the testimony at Consultant’s standard hourly rates, if
requested by City and not part of the litigation brought by City against Consultant.
5. Term. The term of this Agreement shall commence on the date of its execution
by both parties and shall continue in full force and effect until December 31, 2029, unless earlier
terminated in accordance with this Agreement. Notwithstanding the foregoing, this Agreement
may be extended for successive one-year term(s) upon mutual, written approval by the City
Manager or his/her designee and Consultant. Work authorized by a separate Task Order as
contemplated by this Agreement shall be performed in accordance with the schedule set forth in
the Task Order.
6. Inspection. Consultant shall furnish City with every reasonable opportunity for
City to ascertain that the services of Consultant are being performed in accordance with the
requirements and intentions of this Agreement. All work done and all materials furnished, if
any, shall be subject to the Project Manager’s inspection and approval. The inspection of such
work shall not relieve Consultant of any of its obligations to fulfill the Agreement as prescribed.
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,
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OAK #4862-8048-1163 (Rev 10-23)
prepared or obtained by the Consultant under the Agreement shall be vested in City, none of
which shall be used in any manner whatsoever, by any person, firm, corporation, or agency
without the expressed written consent of the City. Consultant shall assume no responsibility for
the unintended use by others of such final work products which are not related to the scope of the
services described under this Agreement. Basic survey notes and sketches, charts, computations,
and other data prepared or obtained under the Agreement shall be made available, upon request,
to City without restriction or limitations on their use. Consultant may retain copies of the above-
described information but agrees not to disclose or discuss any information gathered, discussed
or generated in any way through this Agreement without the written permission of City during
the term of this Agreement, unless required by law.
8.Employment of Other Consultants, Specialists or Experts. Consultant will not
employ or otherwise incur an obligation to pay other consultants, specialists or experts for
services in connection with this Agreement without the prior written approval of the City.
9. Conflict of Interest Requirements.
A.Consultant covenants and represents that neither it, nor any officer or
principal of its firm, has, or shall acquire any investment, income, business entity, interest in real
property, or other interest, directly or indirectly, which would conflict in any manner with the
interests of City, hinder Consultant’s performance of services under this Agreement, or be
affected in any manner or degree by performance of Consultant’s services hereunder. Consultant
further covenants that in the performance of the Agreement, no person having any such interest
shall be employed by it as an officer, employee, agent, or subcontractor without the express
written consent of the City. Consultant agrees at all times to avoid conflicts of interest, or the
appearance of any conflicts of interest, with the interests of the City in the performance of the
Agreement.
B.Consultant is not a designated employee within the meaning of the
Political Reform Act because Consultant:
(1)will not have the power to make any governmental decision,
including whether to: approve any rates, rules, regulations, policies, standards, or guidelines of
the City or any of its subdivisions; adopt or enforce any laws; issue, deny, suspend, or revoke
any permit, license, application, certificate, order, or any similar authorization or entitlement;
authorize, modify, or renew any form of City contract; grant approval to any City contract
specifications on behalf of the City; or grant City approval for any plans, designs, reports, or
similar; and
(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” includes 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
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(3)will not perform the same duties for the City that would otherwise
be performed by a staff member required to report under the City’s conflict of interest code.
(2 Cal. Code Regs. § 18700.3.)
10.Liability of Members and Employees of City. No member of the City and no
other officer, elected official, employee or agent of the City shall be personally liable to
Consultant or otherwise in the event of any default or breach of the City, or for any amount
which may become due to Consultant or any successor in interest, or for any obligations directly
or indirectly incurred under the terms of this Agreement. To the maximum extent permitted by
law, the City shall have no liability or responsibility for any accident, loss, or damage to any
work performed under this Agreement whether prior to its completion or acceptance or
otherwise.
11.Indemnity.
A.Indemnification. To the fullest extent permitted by law, Consultant shall,
at its own expense, indemnify, protect, defend (by counsel reasonably satisfactory to the City)
and hold harmless City and any and all of its officers, officials, employees, agents and volunteers
(“Indemnified Parties”) from and against any and all liability (including liability for claims,
demands, damages, obligations, suits, actions, arbitration proceedings, administrative
proceedings, regulatory proceedings, losses, expenses or costs of any kind, whether actual,
alleged or threatened, including attorneys’ fees and costs, court costs, interest, defense costs and
expert witness fees) of any nature (“Liability”), whether actual, alleged or threatened, which
arise out of, pertain to, or relate to the performance or failure to comply with this Agreement,
regardless of any fault or alleged fault of the Indemnified Parties.
1.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.
2.The only exception to Consultant’s responsibility to indemnify,
protect, defend, and hold harmless the Indemnified Parties from Liability is due to the active
negligence or willful misconduct of City or its elective or appointive boards, officers, agents and
employees.
B.Scope of Obligation. Consultant’s duty to indemnify, protect, defend and
hold harmless as set forth in this Section 11 shall include the duty to defend (by counsel
reasonably satisfactory to the City) as set forth in California Civil Code § 2778. This
indemnification obligation is not limited in any way by any limitation on the amount or type of
damages or compensation payable by or for Consultant under worker’s compensation, disability
or other employee benefit acts or the terms, applicability or limitations of any insurance held or
provided by Consultant and shall continue to bind the parties after termination/completion of this
agreement. This indemnification shall be regardless of, and not in any way limited by, the
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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.
C.Consultant’s duty to indemnify, protect, defend and hold harmless as set
forth in this Section 11 shall not be excused because of the Consultant’s inability to evaluate
Liability, or because the Consultant evaluates Liability and determines that the Consultant is not
or may not be liable. 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 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 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 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.
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C.Prevailing Wage. Consultant and Consultant’s subcontractors (if any)
shall, to the extent required by the California Labor Code, pay not less than the latest prevailing
wage rates to workers and professionals as determined by the Director of Industrial Relations of
the State of California pursuant to California Labor Code, Part 7, Chapter 1, Article 2. Copies of
the applicable wage determination are on file at the City’s office of the City Clerk.
D.Injury and Illness Prevention Program. Consultant certifies that it is aware
of and has complied with the provisions of California Labor Code § 6401.7, which requires
every employer to adopt a written injury and illness prevention program.
E.Business Licenses. Unless exempt by law, Consultant and all
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.Confidential Information. All data, documents, discussions or other information
developed or received by or for Consultant in performance of this Agreement are confidential
and not to be disclosed to any person except as authorized by City, or as required by law.
15. Assignment; Subcontractors; Employees
A.Assignment. Consultant shall not assign, delegate, transfer, or convey its
duties, responsibilities, or interests in this Agreement or any right, title, obligation, or interest in
or to the same or any part thereof without the City’s prior written consent, which shall be in the
City’s sole discretion. Any assignment without such approval shall be void and, at the City’s
option, shall immediately cause this Agreement to terminate.
B.Subcontractors; Employees. Consultant shall be responsible for
employing or engaging all persons necessary to perform Consultant’s services hereunder. No
subcontractor of Consultant shall be recognized by the City as such; rather, all subcontractors are
deemed to be employees of Consultant, and Consultant agrees to be responsible for their
performance. Consultant shall give its personal attention to the fulfillment of the provisions of
this Agreement by all of its employees and subcontractors, if any, and shall keep the work under
its control. If any employee or subcontractor of Consultant fails or refuses to carry out the
provisions of this Agreement or appears to be incompetent or to act in a disorderly or improper
manner, it shall be discharged immediately from the work under this Agreement on demand of
the Project Manager.
16. Insurance. Without limiting Consultant’s indemnification provided herein,
Consultant shall, at its own expense, procure and maintain insurance that complies with the
requirements set forth in Exhibit C to this Agreement, which is attached hereto and incorporated
by reference. Consultant shall upon thirty (30) days’ written notice comply with any changes in
the amounts and terms of insurance as may be required from time-to-time by City’s risk
manager.
17.Termination of Agreement; Default.
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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 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 Consultant’s breach of the Agreement.
C.In the event City terminates this Agreement without cause, Consultant
shall be entitled to any compensation owed to it up to the time of such termination, it being
understood that any payments are full compensation for services rendered prior to the time of
payment.
D.Upon termination of this Agreement with or without cause, Consultant
shall turn over to the City Manager immediately any and all copies of studies, sketches,
drawings, computations, and other data, whether or not completed, prepared by Consultant or its
subcontractors, if any, or given to Consultant or its subcontractors, if any, in connection with this
Agreement. Such materials shall become the permanent property of the City. Consultant,
however, shall not be liable for the City’s use of incomplete materials nor for the City’s use of
complete documents if used for other than the project contemplated by this Agreement.
18. Suspension. The City shall have the authority to suspend this Agreement and the
services contemplated herein, wholly or in part, for such period as it deems necessary due to
unfavorable conditions or to the failure on the part of the Consultant to perform any provision of
this Agreement. Consultant will be paid for satisfactory services performed prior to the date of
suspension. During the period of suspension, Consultant shall not receive any payment for
services or expenses incurred by Consultant by reason of such suspension.
19.Merger; Amendment. This Agreement constitutes the complete and exclusive
statement of the agreement between City and Consultant and shall supersede all prior
negotiations, representations, or agreements, either written or oral. This document may be
amended only by written instrument, signed by both the City and Consultant. All provisions of
this Agreement are expressly made conditions.
20.Interpretation. This Agreement shall be interpreted as though it was a product of
a joint drafting effort, and no provisions shall be interpreted against a party on the ground that
said party was solely or primarily responsible for drafting the language to be interpreted.
21.Litigation 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
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court will not be bound by any court fee schedule, but shall, if it is in the interest of justice to do
so, award the full amount of costs, expenses, and attorneys’ fees paid or incurred in good faith.
22.Time Is of the Essence. Time is of the essence in this Agreement. Upon receipt
of a written notice from City to proceed with work required by a Task Order, Consultant shall
immediately commence work to perform the services required by that Task Order according to
the time requirements set in the Task Order.
23.Written Notification. Any notice, demand, request, consent, approval or
communication that either party desires or is required to give to the other party shall be in
writing and either served personally or sent by prepaid, first-class mail. Any such notice,
demand, etc. shall be addressed to the other party at the address set forth below. Either party
may change its address by notifying the other party in writing 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.
If to City: City Clerk
City of Rohnert Park - City Hall
130 Avram Avenue
Rohnert Park, CA 94928
If to Consultant: ISI Inspection Services, Inc.
Attn: Antoine Megevand
1798 University Avenue
Berkeley, CA 94703
24. Consultant’s Books and Records.
A.Consultant shall maintain any and all ledgers, books of account, invoices,
vouchers, canceled checks, and other records or documents evidencing or relating to charges for
services, or expenditures and disbursements charged to City and all documents and records
which demonstrate performance under this Agreement for a minimum period of three (3) years,
or for any longer period required by law, from the date of termination or completion of this
Agreement.
B.Any records or documents required to be maintained pursuant to this
Agreement shall be made available for inspection or audit, at any time during regular business
hours, upon written request by the City Attorney, City Auditor, City Manager, or a designated
representative of any of these officers. Copies of such documents shall be provided to City for
inspection when it is practical to do so. Otherwise, unless an alternative is mutually agreed
upon, the records shall be available at Consultant’s address indicated for receipt of notices in this
Agreement.
C.The City may, by written request by any of the above-named officers,
require that custody of the records be given to the City and that the records and documents be
maintained in the City Manager's office.
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25.Agreement Is Binding. The terms, covenants, and conditions of this Agreement
shall apply to, and shall bind, the heirs, successors, executors, administrators, assigns, and
subcontractors of both parties.
26.Equal Employment Opportunity. Consultant is an equal opportunity employer
and agrees to comply with all applicable state and federal regulations governing equal
employment opportunity. Consultant will not discriminate against any employee or applicant for
employment because of race, religion, age, sex, creed, color, sexual orientation, marital status or
national origin. Consultant will take affirmative action to ensure that applicants are treated
during such employment without regard to race, religion, age, sex, creed, color, sexual
orientation, marital status, or national origin. Such action shall include, but shall not be limited
to, the following: employment, upgrading, demotion, or transfer; recruitment or recruitment
advertising; lay-offs or termination; rates of pay or other forms of compensation; and selection
for training, including apprenticeship. Consultant further agrees to post in conspicuous places,
available to employees and applicants for employment, notices setting forth the provisions of this
nondiscrimination clause.
27.Non-Exclusive Agreement. This is a non-exclusive agreement. City reserves the
right to provide, and to retain other consultants to provide, services that are the same or similar to
the services described in this Agreement.
28.City Not Obligated to Third Parties. The City shall not be obligated or liable for
payment hereunder to any party other than Consultant.
29.Remedies/Waiver. No failure on the part of either party to exercise any term,
covenant, condition, right or remedy hereunder shall operate as a waiver of any other term,
covenant, condition, right or remedy that such party may have hereunder. All remedies
permitted or available under this Agreement, or at law or in equity, are cumulative and
alternative. As a condition precedent to commencing legal action involving a claim or dispute
against the City arising from this Agreement, 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.
30.Severability. If any one or more of the provisions contained herein shall for any
reason be held to be invalid, illegal or unenforceable in any respect, then such provision or
provisions shall be deemed severable from the remaining provisions hereof, and such invalidity,
illegality, or unenforceability shall not affect any other provision hereof, and this Agreement
shall be construed as if such invalid, illegal, or unenforceable provision had not been contained
herein.
31. Exhibits. The following exhibits are attached to this Agreement and incorporated
herein by this reference:
A.Exhibit A: Scope of Work and Schedule of Performance
B.Exhibit B: Compensation
C.Exhibit C: Insurance Requirements
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32. Execution. This Agreement may be executed in several counterparts, each of
which shall constitute one and the same instrument and shall become binding upon the parties
when at least one copy hereof shall have been signed by both parties hereto. In approving this
Agreement, it shall not be necessary to produce or account for more than one such counterpart.
The parties hereby expressly agree to the use of electronic signatures, which shall be deemed to
have the same effect as an original signature.
33. 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.
34. Applicable Law; Venue. This Agreement shall be construed and interpreted
according to California law. In the event that suit shall be brought by either party hereunder, the
parties agree that a trial of such action shall be held exclusively in a state court in the County of
Sonoma, California.
35. Authority. Each individual executing this Agreement on behalf of one of the
parties represents that he or she is duly authorized to sign and deliver the Agreement on behalf of
such party and that this Agreement is binding on such party in accordance with its terms.
IN WITNESS WHEREOF, City and Consultant have executed this Agreement as of the date first
above written.
CITY OF ROHNERT PARK ISI INSPECTION SERVICES, INC.
By: __________________________________
Marcela Piedra, City Manager (Date)
By:
Leslie Sakai, President (Date)
Per Resolution No. 2026-______adopted by the Rohnert
Park City Council at its meeting of ________________,
2026.
By: _________________________________
Tracy Rankin, Interim Risk Manager (Date)
By: _________________________________
Betsy Howze, Finance Director (Date)
ISI INSPECTION SERVICES, INC.
By:
Asha Singh, Controller (Date)
APPROVED AS TO FORM:
By: __________________________________
Michelle Marchetta Kenyon, City Attorney
ATTEST:
By: __________________________________
Sylvia Lopez Cuevas, City Clerk
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Docusign Envelope ID: 9E94C106-066D-4F37-88D8-235E4FB319BA
2/11/2026
2/17/2026
Request for Proposal
Consultant Services
Construction Inspection and Materials Testing
City of Rohnert Park
2 | EXHIBIT A: SCOPE OF SERVICES
ISI is ready to provide QA/QC construction
inspection and materials testing for projects of
any scope and at any project stage. We are
dedicated to providing the construction
industry with only the highest level of
expertise, accuracy, and integrity in the
performance of inspection and testing services.
Below is an excerpt of our scope of services.
Special Inspection Services (Excerpt Only)
Soils and Asphalt
Grading Observations
Density Testing (Nuclear Gauge/Sand
Cone)
Source Inspection/Material Sampling
Reinforced Concrete
Concrete Placement and Sampling
Batch Plant Inspection
Reinforcing Steel Placement Inspection
Precast Concrete Fabrication
Concrete Placement and Sampling
Reinforcing Steel and Tendon Inspection
Tendon Stressing Observations
Post-Tensioned Concrete
Concrete Placement and Sampling
Reinforcing Steel and Tendon Placement
Inspection
Tendon Stressing Observations
Spray-Applied and Intumescent
Fireproofing
Substrate Inspection
Application Inspection
Thickness Verification
Adhesion/Cohesion Testing
Shotcrete
Pre-Production Panel/Nozzleman
Qualification
Reinforcing Steel Placement Inspection
Shotcrete Placement Inspection
Structural Masonry and Veneer
CMU and Veneer Placement and Sampling
Reinforcing Steel Placement Inspection
Grout Placement Inspection
Source Material Sampling
Structural Steel and Welding
Material Identification
Shop Fabrication Welding Inspection
Field Welding Inspection
Nondestructive Testing (UT, MT, PT)
High-Strength Bolting Inspection
Anchor and Dowel Installation
Installation Inspection
Torque/Tension Testing
Professional/Specialty Services (Excerpt
Only)
Engineering
Geotechnical Engineering Consultation
Structural Investigation/Surveys
Expert Witness
Document Review
Concrete Mix Design Review
Shotcrete Mix Design Review
Grout Mix Design Review
Welding Procedure/Qualification Review
Quality Control Procedure Review
Quality Control Management
Develop Quality Control Program
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Docusign Envelope ID: 9E94C106-066D-4F37-88D8-235E4FB319BA
Request for Proposal
Consultant Services
Construction Inspection and Materials Testing
City of Rohnert Park
Implement/Manage Quality Control
Program
Reinforcement Survey
GPR
Ferroscan
LABORATORY QUALIFICATIONS
ISI’s Berkeley office and full-service Materials
Testing Laboratory will manage and service this
contract. ISI inspects all phases of construction
and conducts all testing in-house. We test
concrete, aggregate, soil, masonry, hot mix
asphalt, rebar, metals, fireproofing, and FRP for
compliance to various test standards.
Conforming laboratory reports are typically
emailed within 24 hours following completion
of testing. Failing tests are directly
communicated to our Project Manager who
will immediately pass this information on to
the project management team.
Our laboratory is under the
technical direction of a
registered Professional
Engineer. It is inspected by, and maintains
accreditations with, AMRL/AASHTO, CCRL, and
Caltrans. The laboratory is also inspected by,
and enrolled in, the Reference Sample
programs administered by the Cement and
Concrete Reference Laboratory (CCRL), the
American Association of State Highway
Transportation Officials (AMRL/AASHTO) and
Caltrans.
The Quality Assurance Program incorporates
the elements of AASHTO R-18; ASTM E329
Testing or Special Inspection; C1077
Concrete/Aggregate; and D3740 Soil/Rock
quality system standards. Our testing facility is
in compliance with the provisions established
in ASTM E329, Specification for Minimum
Requirements for Agencies Engaged in the
Testing and/or Inspection of Materials Used in
Construction. Testing is performed by trained
and certified technicians per American Society
for Testing and Materials (ASTM), American
Association of State Highway and
Transportation Officials (AASHTO).
Laboratory Testing Services (Excerpt Only)
Concrete Laboratory
Dry Unit Weight
Compression
Masonry Laboratory
Compression
Absorption
Soils Laboratory
Sieve Analysis
Specific Gravity
Compaction
Plasticity Index
Aggregate Laboratory
Sulfate Soundness
Aggregate Qualification Testing
Specific Gravity of Aggregate
Percent Crushed Particles
Metals Laboratory
Rebar (Including couplers/welded bars)
Tensile & Bend
In addition to our Materials Testing Laboratory,
ISI operates a full-service Geotechnical
Laboratory in Berkeley, CA. Our Geotechnical
Laboratory is inspected by and maintains
accreditations with AMRL/AASHTO as well as
enrolled in the Reference Sample Program.
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PROFESSIONAL SERVICES
1109 Expert Witness……………………………………………………….330.00 /Hr Masonry Division
1101 Principal………….………………………………………………….245.00 /Hr 2501 Masonry Block/Reinforcing/Grout Inspection………………….122.00 /Hr
1108 Geotechnical Engineer………………………………………………225.00 /Hr 2506 Brick Veneer/Exterior Façade Inspection……………………….122.00 /Hr
1102 Professional Engineer……………………………………………………..215.00 /Hr 2504 Brick Veneer Façade Testing……………………………………..185.00 /Hr
1103 Staff Engineer…………………………………………………………195.00 /Hr 2505 Masonry Sampling/Tagging……………………………………..122.00 /Hr
1221 Project Manager………………………………………………………185.00 /Hr 2503 DSA Continuous Masonry Inspection…………………………….185.00 /Hr
2112 Lead Inspector (Group 1)…………………………...……………….126.00 /Hr
2109 Field Technician/Inspector………………………………………..122.00 /Hr Structural Steel Division
1106 Laboratory Technician……………………………………………….161.00 /Hr 2601 Field Welding Inspection (visual)…………………………………..124.00 /Hr
1104 Administrative Services…………………………………………….100.00 /Hr 2602 Shop Welding Inspection (visual)………………………………….124.00 /Hr
1314 Contract Labor……………………………………………………….Cost+10%/Ea 2603 High Strength Bolting Inspection…………………………………..124.00 /Hr
2608 NDT Ultrasonic Testing (UT)……………………………………….126.00 /Hr
INSPECTION SERVICES 2609 NDT Magnetic Testing (MT)……………………………………….126.00 /Hr
Oversight Inspections 2610 NDT Liquid Dye Penetrant Testing (PT)………………………..126.00 /Hr
2107 DSA - OSHPD Certified Inspector (IOR)…………………………quote /Hr 2611 Inspection of Misc. Structural Steel/Welding (visual)……………….124.00 /Hr
2108 Inspection in Hazardous Containment Area………………………235.00 /Hr 2612 Inspection of Steel Deck Welding/Shear Studs (visual)………………124.00 /Hr
2613 Witness Welding Qualification Tests………………………………..124.00 /Hr
Soils/Asphalt Division 2614 Inspection of Welding of Non-Structural Elements………………124.00 /Hr
2701 Field Compaction Testing with Nuclear Gauge……………………………….126.00 /Hr 2615 Material Identification to CMTR and/or Sampling…………………124.00 /Hr
2703 Soils Observation………………………………………..................122.00 /Hr 2616 Inspection of Curtain Wall Attachment……………………………124.00 /Hr
2702 Material Sampling/Transportation…………………………………122.00 /Hr 2617 Radiographic Examination (by others)……………………………..Cost+10%/Hr
2704 Sampling of Grout for Soil Nails or Tiebacks…………………….122.00 /Hr 2618 Pile Splice Welding Inspection……………………………………..124.00 /Hr
2705 Sampling of Soil-Cement Mixture………………………………….122.00 /Hr 2620 Sampling of End-Welded Studs…………………………………..124.00 /Hr
2706 Observation of Soil Nail or Tieback Stressing……………………122.00 /Hr 2621 Sampling of High Strength Bolts (HSB)………………………….124.00 /Hr
2707 Pile/Pier Observation………………………………………………122.00 /Hr 2622 Level III UT and MT Technician…………………………………….205.00 /Hr
2708 Geotechnical Observation by Inspector…………………………..126.00 /Hr 2623 Inspection of Cold-formed Metal Framing …………………………124.00 /Hr
2709 Field Compaction Testing with Sandcone………………………..126.00 /Hr
2710 Field Compaction Testing with Rubber Balloon…………………..126.00 /Hr Fireproofing/Roof/Wood/Waterproofing Division:
2801 AC Observation/Compaction Testing……………………………..126.00 /Hr 2901 Fireproofing Density/Thickness Testing………………………….122.00 /Hr
2802 QC/QA Technician (Caltrans/FAA/NICET certified)……………………….126.00 /Hr 2906 Firestop System Inspection……………………..185.00 /Hr
2803 QC/QA Technician (Caltrans/FAA/NICET) 10hr-day…………………….1,727.00 /Day 2917 Roofing/Waterproofing Inspection………………………………..185.00 /Hr
2804 AC Batch Plant Inspection/Sampling…………………………….122.00 /Hr 2905 Shearwall/Diaphragm Nailing Inspection…………………………185.00 /Hr
2908 Glu-lam Shop Inspection…………………………………………..Cost+10%/Hr
Concrete/Shotcrete Division 2918 Inspection of Plaster/Stucco Application/Sampling……………..122.00 /Hr
2301 Concrete Placement Inspection……………..……………………122.00 /Hr
2312 Concrete Sampling……………………………………………….122.00 /Hr Specialty Testing Division
2311 Sampling of Lightweight Insulating Concrete……………………….122.00 /Hr 2904 Proof Load/Torque Testing………………………………………..126.00 /Hr
2308 Installation of Maturity Sensors……………………………………..122.00 /Hr 2903 Witness Dowel/Anchor Installation……………………………..122.00 /Hr
2605 NS Grout Inspection/Sampling…………………………………….124.00 /Hr 2909 Ferroscan Survey…………………………………………………..235.00 /Hr
2305 Batch Plant Inspection……………………………………………..122.00 /Hr 2920 Ground Penetrating Radar Survey (GPR)…………………………235.00 /Hr
2302 Shotcrete Placement Inspection……………………………………..122.00 /Hr 2913 Floor Flatness Survey (Dipstick, F-Meter, D-Meter)…………………………………..185.00 /Hr
2307 DSA Shotcrete Placement Inspection……………………………..185.00 /Hr 2916 Moisture Emission Testing Placement/Pick-Up…………………122.00 /Hr
2303 Witness of Rebar and Shotcrete for Pre-Construction………………122.00 /Hr 2914 Intumescent Paint Thickness Inspection………………………….126.00 /Hr
2304 Coring/Eval. of Precon Panel (3 cores, up to 6" long)………………….1,725.00 /Ea 2306 Coring Technician, One Man……………………………………….235.00 /Hr
2310 QC/QA Technician (NICET)……………………………………….126.00 /Hr 2919 Inspection of Polymer Matrix Composite (Fibrwrap)…………….126.00 /Hr
2921 Inspection of Crack Repair Measures…………………………….122.00 /Hr
Reinforcing/Strand Steel Division 2922 Ground-Resistance Testing………………………………………..235.00 /Hr
2201 Rebar Placement Inspection……………………………………….122.00 /Hr 2902 In-place Brick Mortar Shear Testing………………………………185.00 /Hr
2203 Rebar/Strand ID Sampling/Tagging……………………………122.00 /Hr 2915 Rebound Hammer Testing (ASTM C805)…………………………235.00 /Hr
2204 Rebar/Strand ID Sampling……………………………122.00 /Hr 2202 Verification of Rebar Placement with Pachometer……………….235.00 /Hr
2205 Rebar/Strand Tagging……………………………122.00 /Hr 9005 Epoxy Injection Inspection……………………………………….122.00 /Hr
2402 PT Strand Stressing Inspection………………………………….122.00 /Hr 2927 QC/QA Manager………………………………………………185.00 /Hr
2403 Prepare Stressing Records (Loads/Elong/Lockoff)………………………..122.00 /Hr
2404 Anchor Pocket Grouting after Stressing………………………..122.00 /Hr
PROFESSIONAL SERVICES
n A 10% Administrative Fee will be added to each invoice total. Invoices requiring certified payroll uploads, or other special handling and/or backup documentation will incur an additional 3% fee added to invoice total.
ISI Fee Schedule
2024A-10/28/2025
1798 University Avenue, Berkeley, CA 94703-1514
T: 510.900.2100 F:510.900.2101
14
EXHIBIT B
Docusign Envelope ID: 9E94C106-066D-4F37-88D8-235E4FB319BA
Aggregate and Soils Mechanics Asphaltic Concrete (cont.)
3401 Sieve Fine/Coarse Aggregates ASTM C136/CT 202………………. . . . . . . 137.00 /Ea 3608 Recommending Optimum Bitumen Content CT 367………………………..3,100.00 /Ea
3402 Materials Finer than # 200 Sieve by Washing ASTM C117………………………126.00 /Ea 3609 Optimum Bitumen Content of Open Grade CT 368………………895.00 /Ea
3403 Gradation ASTM C117 and C136…………………………………………………...236.00 /Ea 3610 QC Plan for Caltrans QC/QA projects…………………………..1,900.00 /Ea
3404 Sp. Gravity/Absorption of Coarse Agg ASTM C128/CT 206……….…………110.00 /Ea 3611 Tensile Strength Ratio ASTM D4867………………………………………1,625.00 /Ea
3405 Specific Gravity/Absorption of Fine Agg ASTM C128/CT 207…….………..153.00 /Ea 3612 Marshall Compacted Sample (set of 3) ASTM D1559………………….326.00 /Set
3407 Bulk Density (Unit Weight) and Voids of Agg ASTM C29……………..137.00 /Ea 3613 Marshall Stability and Flow, Air Voids ASTM D1559, D3203……………………..137.00 /Ea
3413 Clay Lumps and Friable Particles in Agg ASTM C142………………….86.00 /Ea 3614 Bulk Specific Gravity of Core Sample ASTM D2726…….…………….93.00 /Ea
3414 Cleanness Value of Coarse Agg CT 227…………….…………….215.00 /Ea 3615 Theoretical Max Specific Gravity (Rice) ASTM D2041………………163.00 /Ea
3416 Aggregate Durability Index ASTM D3744/CT 229…………………………….…..410.00 /Ea 3616 Sieve Analysis of Extracted Aggregate ASTM D5444………………………221.00 /Ea
3417 Percent Crushed Particles ASTM D5821/CT 205…………………………….…..273.00 /Ea 3617 Marshall Mix Design……………………………………………….3,100.00 /Ea
3418 Fine Aggregate Angularity ASTM C1252/CT 234…………………………….…..153.00 /Ea 3618 Bulk Specific Gravity of Compacted Samples ASTM D1188…………………………137.00 /Ea
3450 Materials Finer than No. 200 Sieve ASTM D1140…………………….…121.00 /Ea 3619 Swell of Bituminous Mixtures CT 305………………………………168.00 /Ea
3451 Liquid Limit, Plastic Limit and PI ASTM D4318/CT 204………….…………….215.00 /Ea 3620 Moisture Vapor Susceptibility of Mixture CT 307………….………….300.00 /Ea
3452 Particle Size Analysis of Soils ASTM D422………………………….….221.00 /Ea 3621 Centrifuge Kerosene Equivalent and ABR CT 303………………………252.00 /Ea
3453 Hydrometer Analysis, incl Sp. Gravity ASTM D422………………….…500.00 /Ea 3622 Lab Test Maximum Density CT 375………………………………530.00 /Set
3454 Soil Classification ASTM D422, D1140, D4318………………………………………..….530.00 /Ea
3455 Specific Gravity of Soils ASTM D854/CT 209………………………………..……221.00 /Ea Concrete/Shotcrete Products
3456 Moisture Content of Soil/Agg ASTM D2216/C566/CT 266…………………..….48.00 /Ea 3101 Compression Test 4"x8" Cylinder ASTM C39……………………………….....68.00 /Ea
3457 Moisture Content & Density of Soil from Borings……………63.00 /Ea 3105 Compression Test: Shotcrete/Concrete Core ASTM C42……………………126.00 /Ea
3458 Sand Equivalent for Soils/Fines ASTM D2419/CT 217………………………..…184.00 /Ea 3106 Unit Weight of Freshly-Mixed Concrete ASTM C138………………………..65.00 /Ea
3459 Lab Compaction (Standard) A/B (4"Mold) ASTM D698…………..…….330.00 /Ea 3107 Density, Absorption, Voids in Hard Concrete ASTM C642………………..103.00 /Ea
3460 Lab Compaction (Standard) C (6"Mold) ASTM D698……………..…...390.00 /Ea 3108 Concrete Trial Batch (IBC or CCR Title 24, per W/c Ratio)……………………………..2,365.00 /Ea
3461 Lab Compaction (Modified) A/B (4" Mold) ASTM D1557……………..…330.00 /Ea 3120 Modulus of Elasticity of Concrete ASTM C469…………………………………..300.00 /Ea
3462 Lab Compaction (Modified) C (6" Mold) ASTM D1557………………..…390.00 /Ea 3121 Compression Test of Samples not Taken by ISI…………………..86.00 /Ea
3463 Oversize Correction for Lab Compaction ASTM D4718……………..…………86.00 /Ea 3124 Drying Shrinkage of Concrete Beams ASTM C157 set of 3…………………..588.00 /Set
3464 Unconfined Comp. Strength inc. MD ASTM D2166/CT 221…..………………..179.00 /Ea 3125 Concrete Splitting Tensile Strength ASTM C496……………………….103.00 /Ea
3465 Density/Unit Weight by Sand Cone Method ASTM D1556…………..…55.00 /Ea 3126 Unit Weight of Controlled Density Material………………………..82.00 /Ea
3466 R-Value of Compacted Soils w/no Addt ASTM D2844/CT 301…………………………..…..583.00 /Ea 3128 Flexural Strength of Concrete ASTM C78/CT 523…………………………….153.00 /Ea
3467 California Impact Test Max Wet Density CT 216………………….438.00 /Ea 3131 Compressive Strength: Insulating Concrete ASTM C495………………82.00 /Ea
3468 Maximum Index Density on Vibratory Table ASTM D4253…………..….436.00 /Ea 3132 Density of Lightweight Concrete ASTM C567……………………………………..126.00 /Ea
3469 Organic Impurities in Fine Aggregate ASTM C140………………..…….76.00 /Ea 3133 Creep of Concrete (per month) ASTM C512………………………………………..325.00 /Ea
3470 California Bearing Ration (CBR), 3 points ASTM D1883……………..….945.00 /Ea 3134 Flexural Toughness (FRC) Beams ASTM C1018………………………………..325.00 /Ea
3471 LA Abrasion Resistance ASTM C131…………………………………..305.00 /Ea 3135 Flexural Toughness (FRC) Round Panels ASTM C1550……………………..416.00 /Ea
3472 Aggregate Soundness Sodium Sulfate ASTM C88/CT214…………….136.00 /Ea 3129 Calibration of Concrete w/ Maturity System (17 cylinders)……………….1,628.00 /Set
3473 Expansion Index……………………………………………..173.00 /Ea 3130 Petrographic Analysis (by others)………………………………….Cost+10%/Hr
3474 R-Value of Compacted Soils w/Field Addt ASTM D2844/CT 301…………………………..…..630.00 /Ea 3140 Compression Test 6"x12" Cylinder ASTM C39……………………………….....92.00 /Ea
3475 R-Value of Compacted Soils w/Lab Addt ASTM D2844/CT301………………..…….725.00 /Ea 2911 Concret Moisture Vapor Emission Kit ASTM F1869……………………………..60.00 /Ea
3476 California Bearing Ratio (CBR) no curve ASTM D1883………………..…….585.00 /Ea 2923 Concrete In-Situ Relative Humidity ASTM F2170 Add to hrly……………..60.00 /Ea
3477 Flat & Elongated Particles ASTM D4791………………..………………….252.00 /Ea 2924 pH Value Determination Add to hrly rate……………………………………………….19.00 /Ea
3478 CTB Compressive Strength (Field Mixed ASTM D1633/D559)163.00 /Ea 2309 Concrete Maturity Sensors………………………………………….100.00 /Ea
Asphaltic Concrete Products Fireproofing/Roof/Wood/Waterproofing Products
3601 Moisture Content of Asphalt Mixture CT 370……………………..86.00 /Ea 3701 Density of Spray Applied Fireproofing UBC 7-6……………………………….86.00 /Ea
3602 Bulk Specific Gravity of Bituminous Mixture CT 308……………….100.00 /Ea 2912 Cohesion/Adhesion Test Kit (SFRM)…………………………... ……….60.00 /Ea
3603 Theoretical Maximum Sp. Gravity and Density CT 109………………………158.00 /Ea 3702 Compression Test: Plaster Cylinder/Cube ASTM C472…………….86.00 /Ea
3604 Asphalt Content by Vacuum Extraction ASTM D2172/CT 362…………………….142.00 /Ea 3703 Density of Plaster Cylinder or Cube ASTM C472………………………………86.00 /Ea
3605 Asphalt Content by Ignition Method ASTM D6307/CT 382………………………242.00 /Ea 3704 Bond Strength of Tile ASTM C482……………………………………………………….462.00 /Set
3606 Asphalt Content by Nuclear Method ASTM D4125/CT 379……………………….121.00 /Ea 3705 Tensile Test of Polymer Material (Fibrwrap) ASTM D3039……………….815.00 /Set
3607 Stabilometer Value ASTM D1560/CT 366………………………………………..189.00 /Ea 3708 Tensile Test of FRP (delivered by others for testing) ASTM D3039……………….660.00 /Set
3709 Calibration of Torque Wrench (20-200 ft-lbf)84.00 /Ea
LABORATORY SERVICES
ISI Fee Schedule
2024A-10/28/2025
1798 University Avenue, Berkeley, CA 94703-1514
T: 510.900.2100 F:510.900.2101
15
Docusign Envelope ID: 9E94C106-066D-4F37-88D8-235E4FB319BA
Masonry Products Engineering Review/Miscellaneous Items
3109 Drying Shrinkage of CMU Units ASTM C426…………………………………….271.00 /Ea 1201 Concrete Mix Design Review UBC or CCR Title 24………………………………....240.00 /Ea
3110 CMU Shrinkage, Absorption, Moisture, Unit Wt. ASTM C140………………..1,480.00 /Set 1202 Shotcrete Mix Design Review UBC or CCR Title 24……………………………....240.00 /Ea
3123 CMU Core Shear Test CCR Title 24, per side…………………………………………..126.00 /Ea 1203 Grout Mix Design Review UBC or CCR Title 24……………………………………….240.00 /Ea
3136 Compression Test 2"x2" Cube ASTM C109……………………………86.00 /Ea 1204 Review of Welding Documents (WPS)………………………………215.00 /Hr
3102 Compression Test 2"x4" Mortar or Grout ASTM C39………………..68.00 /Ea 1205 Review of Documents ………………...…………………………….215.00 /Hr
3103 Compression Test 4"x4" Grout Prism ASTM C39………………………86.00 /Ea 1206 Jobsite Meetings/Supervision……………………………………….195.00 /Hr
3104 Compression Test Masonry Prism ASTM C1314……………………….223.00 /Ea 1210 Final Inspection Affidavit UBC 1701, up to 3 visits…………………………………….320.00 /Ea
3137 Compression Test Masonry Block ASTM C140……………………….142.00 /Ea 1211 Final Inspection Affidavit UBC 1701, up to 10 visits……………………………………..450.00 /Ea
1212 Final Inspection Affidavit UBC 1701, up to 25 visits…………………………………….575.00 /Ea
Reinforcing Steel Products 1213 Final Inspection Affidavit UBC 1701, up to 100 visits………………………………….995.00 /Ea
3201 Tensile and Bend #3 to #8 ASTM A370………………………………..153.00 /Ea 1214 Final Inspection Affidavit UBC 1701, more than 100 visits…………………………1,270.00 /Ea
3202 Tensile and Bend #9 to #11 ASTM A370………………………………205.00 /Ea 1215 Laboratory Final Verified Report DSA or OSHPD………………………………….360.00 /Ea
3203 Tensile and Bend #14 and #18 ASTM A370…………………………..1,082.00 /Ea 1216 Geotechnical Final Verified Report DSA or OSHPD……………………………..690.00 /Ea
3204 Slip Test of Mechanical Splice CT 670……………………………………132.00 /Ea 1217 QC/QA Engineering Consulting Services…………………………..215.00 /Hr
3205 PT Strand Breaking Strength………………………………………………..378.00 /Ea 1218 Pavement Design/ Consulting………………………………………..240.00 /Hr
3206 PT Strand Yield/Breaking Strength/Elongation………………………431.00 /Ea 1219 Soil Compaction Test Review (by Geotechnical Engineer)………………………………………….240.00 /Hr
3207 Tensile Test of Coupled Rebar………………………………….205.00 /Ea 1220 Asphalt Mix Design Review………………………………………….240.00 /Ea
3208 Tensile Test of Welded Rebar………………………………………205.00 /Ea 2001 Destructive Exposure of Rebar………………………………………235.00 /Hr
2002 Destructive Sampling of Rebar……………………………………..235.00 /Hr
Structural Steel/Welding Products 2003 Destructive Sampling of Concrete………………………………….235.00 /Hr
3301 Rockwell Hardness ASTM A370, E18……………………………………………………….82.00 /Ea 2004 Patching of Exposed Sample Areas w/ HS Grout…………………185.00 /Hr
3302 Charpy Impact 45 deg. V (to 100F) ASTM A370, E23…………………………..431.00 /Ea
3303 Macroetch Examination Welded Test Joints AWS D1.1, 1.4…………….236.00 /Ea Travel, Mileage, Transportation Expenses
3304 Reduced Section Tensile ASTM A370………………………………....147.00 /Ea 1301 Courier/Transportation……………………………………………...99.00 /Hr
3305 Guided Bends; side, root, or face AWS D1.1………………………..45.00 /Ea 1305 Mileage…………………………………………………………………0.700 /Mile
3306 All Weld Metal Tensile AWS D1.1………………………………………………………..147.00 /Ea 1306 Per Diem (or at cost if higher)………………………………………..185.00 /Day
3307 Tensile Test of Miscellaneous Steel ASTM A370………………………………..147.00 /Ea 1307 Travel Time ……………………………………………………………122.00 /Hr
3308 Tensile and Bend Test of Miscellaneous Steel ASTM A370……………..180.00 /Ea 1308 Parking………………………………………………………………..cost /Ea
3310 Mechanical Properties of HSB w/ nuts/Washers………………….362.00 /Set 1309 Bridge Tolls…………………………………………………………..cost /Ea
3311 Mechanical Properties of End-Welded Studs ASTM A370……………168.00 /Ea 1310 Car Rental…………………………………………………………..cost /Ea
3312 Mechanical Properties of Nut Only……………………………………189.00 /Ea 1311 Airfare………………………………………………………………….cost /Ea
3313 Mechanical Properties of Bolt Only……………………………………….137.00 /Ea 1312 Equipment Rental…………………………………………………….Cost+10%/Ea
3314 Mechanical Properties of Washer Only………………………………137.00 /Ea 1313 Mobilization……………………………………………………………122.00 /Hr
2604 Calibration of Torque Wrench for HSB……………………………..290.00 /Set 1314 Outside Services (Subconsultants/Subcontractors)…………………Cost+10%/Ea
2619 Welder Qualification Test Record (Excluding Lab Tests)…………………………..124.00 /Hr
ISI Fee Schedule
2024A-10/28/2025
1798 University Avenue, Berkeley, CA 94703-1514
T: 510.900.2100 F:510.900.2101
16
Docusign Envelope ID: 9E94C106-066D-4F37-88D8-235E4FB319BA
A.Minimum Hourly Charges:
9003 Show-up/Cancellation 2 hours
9003NS Show-up/Cancellation (Night Shift) unless cancelled at least 24 hours in advance 8 hours
Inspector/Technician services (0 - 4 hours)4 hours
Inspector/Technician services (4 - 8 hours)8 hours
1221 Project Manager 1 hour
1104 Clerical/Engineering Services 1 hour
B.Rate for Field Inspectors:
Overtime (over 8 hrs Monday-Friday; first 8 hrs on Saturdays)1.5 x Bill Rate
Doubletime (over 12 hrs Mon-Fri; over 8 hrs on Sat; Sundays & Holidays)2 x Bill Rate
Work performed on “RUSH” schedule 1.5 x Bill Rate
Night Shift Differential (shifts starting after 2pm/before 4am)1.125 x Bill Rate
C.Expenses:
1307 Travel Time, if required (beyond 50 miles from the jobsite)Bill Rate
1305 Auto Mileage, if required $ 0.700/mi
1306 Per Diem (Or cost if greater than $125.00/day)$ 185.00/day
1308 Miscellaneous Expenses (Parking/Tolls/Airfare)Cost
1314 Outside Services & Equipment Rentals Cost+10%
1210 Final Affidavit Minimum Charge (ISI requires 5-10 working days written notice prior to issuing)$ 320.00/ea
Administrative Fee 10% each invoice
Special Handling Fee *3% each invoice
D.Notes:
l
l
l
Technical personnel are members of the Operating Engineers (AFL-CIO) Local No. 3 and the above charges
are a part of our contractual commitment. Rates are subject to an annual COLA increase of 6% adjustment on
July 1st of each year to cover any increase in ISI's cost due to changes in wages, benefits, working conditions
and other provisions of the Union Labor Agreement and Prevailing Wage requirements. Prices quoted are valid
through June 30, 2026. Inspection services are charged portal to portal from dispatch location and are subject
to mileage and travel. For assignments that require equipment such as nuclear gauges, hydraulic systems for
proof-load testing, high-strength torque wrench etc., billing time will include picking up and dropping off the
equipment at ISI's laboratory as well as round trip travel.
Invoice(s) will be issued monthly; payments are due within thirty (30) days from date of invoice without retention.
Overdue payments are subject to a late payment charge of 1.5% of the invoice amount plus interest at 1.5% per
month until all overdue amounts, late charges and interest are fully paid. ISI reserves the right to suspend the
services without notice if invoices are not paid when due, and to terminate the services if invoices are not fully
paid within five (5) days after written notice to Client of ISI’s intent to so terminate.
Before a final affidavit report can be issued, all outstanding issues must be resolved. These issues may include
reported non-conformances, lab test results, and payment for services. A 50% "RUSH" schedule premium will
be charged for expedited final affidavit requests (requested with less than five working days notice).
BASIS OF CHARGES
*Applicable when client requests certified payroll uploads (CPR), special system programming/reporting, non-electronic or back-up
documentation in addition to what is normally provided.
SPECIAL INSPECTION AND MATERIALS TESTING SERVICES
Basis of Charges, P#
2024A-10/28/2025
1798 University Avenue, Berkeley, CA 94703
T: 510.900.2100 F:510.900.2101
17
Docusign Envelope ID: 9E94C106-066D-4F37-88D8-235E4FB319BA
Exhibit C
OAK #4862-8048-1163 (Rev 10-23)
EXHIBIT C
INSURANCE REQUIREMENTS for Consulting 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
a 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 a 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 a limit no less than $2,000,000 per occurrence or claim,
$2,000,000 aggregate.
If 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 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).
18
Docusign Envelope ID: 9E94C106-066D-4F37-88D8-235E4FB319BA
Exhibit C
OAK #4862-8048-1163 (Rev 10-23)
Primary Coverage
For any claims related to this contract, 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 in 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
written 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 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
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; and
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, Consultant must
purchase “extended reporting” coverage for a minimum of five (5) years after completion
of contract work.
Verification of Coverage
19
Docusign Envelope ID: 9E94C106-066D-4F37-88D8-235E4FB319BA
Exhibit C
OAK #4862-8048-1163 (Rev 10-23)
Consultant shall furnish the City with original Certificates of Insurance including all required
amendatory endorsements (or copies of the applicable policy language effecting coverage
required by this clause) and a copy of the Declarations and Endorsement Page of the CGL policy
listing all policy endorsements to City before work begins. However, failure to obtain the
required documents prior to the work beginning shall not waive 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.
20
Docusign Envelope ID: 9E94C106-066D-4F37-88D8-235E4FB319BA
OAK #4862-8048-1163 (Rev 10-23)
CERTIFICATE OF CONSULTANT
I HEREBY CERTIFY that I am the __________________________________, and a
duly authorized representative of the firm of _____________________________________,
whose address is ______________________________________________________, and that
neither I nor the above firm I here represent has:
a) Employed or retained for a commission, percentage, brokerage, contingent
fee, or other consideration, any firm or person (other than a bona fide
employee working solely for me or the above consultant) to solicit to
secure this Agreement.
b) Agreed, as an express or implied condition for obtaining this contract, to
employ or retain the services of any firm or person in connection with
carrying out the Agreement; or
c) Paid, or agreed to pay, to any firm, organization or person (other than a
bona fide employee working solely for me or the above consultant) any
fee, contribution, donation, or consideration of any kind for, or in
connection with, procuring or carrying out the Agreement;
Except as here expressly stated (if any);
I acknowledge that this certificate is subject to applicable State and Federal laws, both
criminal and civil.
_________________ ___________________________________
Date Signature
21
Docusign Envelope ID: 9E94C106-066D-4F37-88D8-235E4FB319BA
President
1798 University Ave. Berkeley, CA 94703
2/11/2026
ISI Inspection Services, Inc.
OAK #4862-8048-1163 (Rev 10-23)
MASTER AGREEMENT FOR CONSULTANT SERVICES
This MASTER AGREEMENT FOR CONSULTANT SERVICES (“Agreement”) is
entered into as of the ____ day of ________________, 2026, by and between the City of Rohnert
Park (“City”), a California municipal corporation, and Kitchell/CEM, Inc. (“Consultant”), a
California corporation, with reference to the following facts, understandings and intentions.
Recitals
WHEREAS, City desires to obtain services designated in Exhibit A; and
WHEREAS, Consultant hereby warrants to City that Consultant is skilled and able to
provide such services described in Section 3 of this Agreement; and
WHEREAS, City desires to retain Consultant pursuant to this Agreement to provide the
services described in Section 3 of this Agreement, subject to the terms and conditions of this
Agreement
Agreement
NOW, THEREFORE, in consideration of their mutual covenants, the parties hereto agree
as follows:
1. Incorporation of Recitals. The recitals and all defined terms set forth above are
hereby incorporated into this Agreement as if set forth herein in full.
2. Project Coordination. Authorized representatives shall represent City and
Consultant in all matters pertaining to this Agreement.
A. City. The City Manager or his/her designee shall represent City for all
purposes under this Agreement, except where approval for the City is specifically required by the
City Council. The CIP Program Manager is hereby designated as the project manager (“Project
Manager”). The Project Manager shall supervise the progress and execution of this Agreement.
B. Consultant. Consultant shall assign Heather Brown to have overall
responsibility for the progress and execution of this Agreement for Consultant.
3. Scope and Performance of Services
A. Scope of Services. Subject to such policy direction and approvals as City
may determine from time to time, Consultant shall perform the type of services generally set out
in the Scope of Work attached hereto as Exhibit A and incorporated herein by reference.
Consultant shall be assigned to provide particular services pursuant to the requirements of a task
order that has been issued in conformance with the City’s Purchasing Policy (“Task Order”)
executed by Consultant and City.
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
Docusign Envelope ID: AD33AF8D-182C-4898-8260-BE8DECE625BE
OAK #4862-8048-1163 (Rev 10-23)
executed agreement from City and obtaining and delivering the required insurance coverage, and
satisfactory evidence thereof, to City. Consultant shall perform its services in accordance with
the schedule attached to the Task Order. Any changes to these dates in either this Section 3 or
the Task Order shall be approved in writing by the Project Manager.
C. Standard of Quality. City relies upon the professional ability of
Consultant as a material inducement to entering into this Agreement. All work performed by
Consultant under this Agreement shall be performed (1) with due diligence, using its best efforts
to perform and coordinate all activities in a timely manner; (2) in accordance with all applicable
legal requirements; and (3) with the standard of quality ordinarily 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: (1) for services provided
directly under this Agreement be at the rate and schedules more particularly described in Exhibit
B, attached hereto and incorporated by this reference; or (2) for services authorized by Task
Orders, be at the rate and schedules specified by said Task Order. However, in no event shall the
amount City pays to Consultant for services provided directly under this Agreement exceed
fifteen thousand dollars ($15,000.00); nor shall the amount City pays to Consultant for work
done by Task Order exceed the total compensation specified by the Task Order. City’s
obligation to pay compensation to Consultant as provided herein is contingent upon Consultant’s
compliance with the terms and conditions of this Agreement and any amendments thereto.
Payment by City under this Agreement shall not be deemed a waiver of unsatisfactory work,
even if such defects were known to the City at the time of payment.
B. Timing of Payment. City shall pay Consultant as compensation in full for
such services and expenses for the different elements of the scope of work as follows:
(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.
2
Docusign Envelope ID: AD33AF8D-182C-4898-8260-BE8DECE625BE
OAK #4862-8048-1163 (Rev 10-23)
C. Changes in Compensation. Consultant will not undertake any work that
will incur costs in excess of the amount set forth in Section 4(A) of this Agreement without prior
written amendment to this Agreement. City shall have the right to amend the Scope of Work
within the Agreement by written notification to the Consultant. In such event, the compensation
and time of performance shall be subject to renegotiation upon written demand of either party to
the Agreement. Consultant shall not commence any work exceeding the Scope of Work without
prior written authorization from the City. Failure of the Consultant to secure City’s written
authorization for extra or changed work shall constitute a waiver of any and all right to
adjustment in the contract price or time due, whether by way of compensation, restitution,
quantum meruit, etc. for work done without the appropriate City authorization.
D. Taxes. Consultant shall pay all taxes, assessments and premiums under
the federal Social Security Act, any applicable unemployment insurance contributions, Workers
Compensation insurance premiums, sales taxes, use taxes, personal property taxes, or other taxes
or assessments now or hereafter in effect and payable by reason of or in connection with the
services to be performed by Consultant.
E. No Overtime or Premium Pay. Consultant shall receive no premium or
enhanced pay for work normally understood as overtime, i.e., hours that exceed forty (40) hours
per work week, or work performed during non-standard business hours, such as in the evenings
or on weekends. Consultant shall not receive a premium or enhanced pay for work performed on
a recognized holiday. Consultant shall not receive paid time off for days not worked, whether it
be in the form of sick leave, administrative leave, or for any other form of absence.
F. Litigation Support. Consultant agrees to testify at City’s request if
litigation is brought against City in connection with Consultant’s work product. Unless the
action is brought by Consultant or is based upon Consultant’s negligence, City will compensate
Consultant for the preparation and the testimony at Consultant’s standard hourly rates, if
requested by City and not part of the litigation brought by City against Consultant.
5. Term. The term of this Agreement shall commence on the date of its execution
by both parties and shall continue in full force and effect until December 31, 2029, unless earlier
terminated in accordance with this Agreement. Notwithstanding the foregoing, this Agreement
may be extended for successive one-year term(s) upon mutual, written approval by the City
Manager or his/her designee and Consultant. Work authorized by a separate Task Order as
contemplated by this Agreement shall be performed in accordance with the schedule set forth in
the Task Order.
6. Inspection. Consultant shall furnish City with every reasonable opportunity for
City to ascertain that the services of Consultant are being performed in accordance with the
requirements and intentions of this Agreement. All work done and all materials furnished, if
any, shall be subject to the Project Manager’s inspection and approval. The inspection of such
work shall not relieve Consultant of any of its obligations to fulfill the Agreement as prescribed.
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,
3
Docusign Envelope ID: AD33AF8D-182C-4898-8260-BE8DECE625BE
OAK #4862-8048-1163 (Rev 10-23)
prepared or obtained by the Consultant under the Agreement shall be vested in City, none of
which shall be used in any manner whatsoever, by any person, firm, corporation, or agency
without the expressed written consent of the City. Consultant shall assume no responsibility for
the unintended use by others of such final work products which are not related to the scope of the
services described under this Agreement. Basic survey notes and sketches, charts, computations,
and other data prepared or obtained under the Agreement shall be made available, upon request,
to City without restriction or limitations on their use. Consultant may retain copies of the above-
described information but agrees not to disclose or discuss any information gathered, discussed
or generated in any way through this Agreement without the written permission of City during
the term of this Agreement, unless required by law.
8. Employment of Other Consultants, Specialists or Experts. Consultant will not
employ or otherwise incur an obligation to pay other consultants, specialists or experts for
services in connection with this Agreement without the prior written approval of the City.
9. Conflict of Interest Requirements.
A. Consultant covenants and represents that neither it, nor any officer or
principal of its firm, has, or shall acquire any investment, income, business entity, interest in real
property, or other interest, directly or indirectly, which would conflict in any manner with the
interests of City, hinder Consultant’s performance of services under this Agreement, or be
affected in any manner or degree by performance of Consultant’s services hereunder. Consultant
further covenants that in the performance of the Agreement, no person having any such interest
shall be employed by it as an officer, employee, agent, or subcontractor without the express
written consent of the City. Consultant agrees at all times to avoid conflicts of interest, or the
appearance of any conflicts of interest, with the interests of the City in the performance of the
Agreement.
B. Consultant is not a designated employee within the meaning of the
Political Reform Act because Consultant:
(1) will not have the power to make any governmental decision,
including whether to: approve any rates, rules, regulations, policies, standards, or guidelines of
the City or any of its subdivisions; adopt or enforce any laws; issue, deny, suspend, or revoke
any permit, license, application, certificate, order, or any similar authorization or entitlement;
authorize, modify, or renew any form of City contract; grant approval to any City contract
specifications on behalf of the City; or grant City approval for any plans, designs, reports, or
similar; and
(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” includes 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
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(3) will not perform the same duties for the City that would otherwise
be performed by a staff member required to report under the City’s conflict of interest code.
(2 Cal. Code Regs. § 18700.3.)
10. Liability of Members and Employees of City. No member of the City and no
other officer, elected official, employee or agent of the City shall be personally liable to
Consultant or otherwise in the event of any default or breach of the City, or for any amount
which may become due to Consultant or any successor in interest, or for any obligations directly
or indirectly incurred under the terms of this Agreement. To the maximum extent permitted by
law, the City shall have no liability or responsibility for any accident, loss, or damage to any
work performed under this Agreement whether prior to its completion or acceptance or
otherwise.
11. Indemnity.
A. Indemnification. To the fullest extent permitted by law, Consultant shall,
at its own expense, indemnify, protect, defend (by counsel reasonably satisfactory to the City)
and hold harmless City and any and all of its officers, officials, employees, agents and volunteers
(“Indemnified Parties”) from and against any and all liability (including liability for claims,
demands, damages, obligations, suits, actions, arbitration proceedings, administrative
proceedings, regulatory proceedings, losses, expenses or costs of any kind, whether actual,
alleged or threatened, including attorneys’ fees and costs, court costs, interest, defense costs and
expert witness fees) of any nature (“Liability”), whether actual, alleged or threatened, to the
extent caused by the Consultant’s negligent performance or failure to comply with this
Agreement, regardless of any fault or alleged fault of the Indemnified Parties.
1. 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.
2. The only exception to Consultant’s responsibility to indemnify,
protect, defend, and hold harmless the Indemnified Parties from Liability is due to the active
negligence or willful misconduct of City or its elective or appointive boards, officers, agents and
employees.
B. Scope of Obligation. Consultant’s duty to indemnify, protect, defend and
hold harmless as set forth in this Section 11 shall include the duty to defend (by counsel
reasonably satisfactory to the City) as set forth in California Civil Code § 2778. This
indemnification obligation is not limited in any way by any limitation on the amount or type of
damages or compensation payable by or for Consultant under worker’s compensation, disability
or other employee benefit acts or the terms, applicability or limitations of any insurance held or
provided by Consultant and shall continue to bind the parties after termination/completion of this
agreement. This indemnification shall be regardless of, and not in any way limited by, the
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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.
C. Consultant’s duty to indemnify, protect, defend and hold harmless as set
forth in this Section 11 shall not be excused because of the Consultant’s inability to evaluate
Liability, or because the Consultant evaluates Liability and determines that the Consultant is not
or may not be liable. 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 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 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 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.
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C. Prevailing Wage. Consultant and Consultant’s subcontractors (if any)
shall, to the extent required by the California Labor Code, pay not less than the latest prevailing
wage rates to workers and professionals as determined by the Director of Industrial Relations of
the State of California pursuant to California Labor Code, Part 7, Chapter 1, Article 2. Copies of
the applicable wage determination are on file at the City’s office of the City Clerk.
D. Injury and Illness Prevention Program. Consultant certifies that it is aware
of and has complied with the provisions of California Labor Code § 6401.7, which requires
every employer to adopt a written injury and illness prevention program.
E. Business Licenses. Unless exempt by law, Consultant and all
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. 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 for the use of this Agreement, and as authorized by
City, or as required by law.
15. Assignment; Subcontractors; Employees
A. Assignment. Consultant shall not assign, delegate, transfer, or convey its
duties, responsibilities, or interests in this Agreement or any right, title, obligation, or interest in
or to the same or any part thereof without the City’s prior written consent, which shall be in the
City’s sole discretion. Any assignment without such approval shall be void and, at the City’s
option, shall immediately cause this Agreement to terminate.
B. Subcontractors; Employees. Consultant shall be responsible for
employing or engaging all persons necessary to perform Consultant’s services hereunder. No
subcontractor of Consultant shall be recognized by the City as such; rather, all subcontractors are
deemed to be employees of Consultant, and Consultant agrees to be responsible for their
performance. Consultant shall give its personal attention to the fulfillment of the provisions of
this Agreement by all of its employees and subcontractors, if any, and shall keep the work under
its control. If any employee or subcontractor of Consultant fails or refuses to carry out the
provisions of this Agreement or appears to be incompetent or to act in a disorderly or improper
manner, it shall be discharged immediately from the work under this Agreement on demand of
the Project Manager.
16. Insurance. Without limiting Consultant’s indemnification provided herein,
Consultant shall, at its own expense, procure and maintain insurance that complies with the
requirements set forth in Exhibit C to this Agreement, which is attached hereto and incorporated
by reference. Consultant shall upon thirty (30) days’ written 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.
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17. Termination of Agreement; Default.
A. This Agreement and all obligations hereunder may be terminated at any
time, with or without cause, by the City upon five (5) days’ written notice to Consultant.
B. If Consultant fails to perform any of its obligations under this Agreement
within the time and in the manner herein provided or otherwise violates any of the terms of this
Agreement, in addition to all other remedies provided by law, City may terminate this
Agreement immediately upon written notice. In such event, Consultant shall be entitled to
receive as full payment for all services satisfactorily rendered and expenses incurred hereunder,
an amount which bears the same ratio to the total fees specified in the Agreement as the services
satisfactorily rendered 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 Consultant’s breach of the Agreement.
C. In the event City terminates this Agreement without cause, Consultant
shall be entitled to any compensation owed to it up to the time of such termination, it being
understood that any payments are full compensation for services rendered prior to the time of
payment.
D. Upon termination of this Agreement with or without cause, Consultant
shall turn over to the City Manager immediately any and all copies of studies, sketches,
drawings, computations, and other data, whether or not completed, prepared by Consultant or its
subcontractors, if any, or given to Consultant or its subcontractors, if any, in connection with this
Agreement. Such materials shall become the permanent property of the City. Consultant,
however, shall not be liable for the City’s use of incomplete materials nor for the City’s use of
complete documents if used for other than the project contemplated by this Agreement.
18. Suspension. The City shall have the authority to suspend this Agreement and the
services contemplated herein, wholly or in part, for such period as it deems necessary due to
unfavorable conditions or to the failure on the part of the Consultant to perform any provision of
this Agreement. Consultant will be paid for satisfactory services performed prior to the date of
suspension. During the period of suspension, Consultant shall not receive any payment for
services or expenses incurred by Consultant by reason of such suspension.
19. Merger; Amendment. This Agreement constitutes the complete and exclusive
statement of the agreement between City and Consultant and shall supersede all prior
negotiations, representations, or agreements, either written or oral. This document may be
amended only by written instrument, signed by both the City and Consultant. All provisions of
this Agreement are expressly made conditions.
20. Interpretation. This Agreement shall be interpreted as though it was a product of
a joint drafting effort, and no provisions shall be interpreted against a party on the ground that
said party was solely or primarily responsible for drafting the language to be interpreted.
21. Litigation 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
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court will not be bound by any court fee schedule, but shall, if it is in the interest of justice to do
so, award the full amount of costs, expenses, and attorneys’ fees paid or incurred in good faith.
22. Time Is of the Essence. Time is of the essence in this Agreement. Upon receipt
of a written notice from City to proceed with work required by a Task Order, Consultant shall
immediately commence work to perform the services required by that Task Order according to
the time requirements set in the Task Order.
23. Written Notification. Any notice, demand, request, consent, approval or
communication that either party desires or is required to give to the other party shall be in
writing and either served personally or sent by prepaid, first-class mail. Any such notice,
demand, etc. shall be addressed to the other party at the address set forth below. Either party
may change its address by notifying the other party in writing 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.
If to City: City Clerk
City of Rohnert Park - City Hall
130 Avram Avenue
Rohnert Park, CA 94928
If to Consultant: Kitchell/CEM, Inc.
Attn: Heather Brown
2450 Venture Oaks Way, Suite 500
Sacramento, CA 95833
24. Consultant’s Books and Records.
A. Consultant shall maintain any and all ledgers, books of account, invoices,
vouchers, canceled checks, and other records or documents evidencing or relating to charges for
services, or expenditures and disbursements charged to City and all documents and records
which demonstrate performance under this Agreement for a minimum period of three (3) years,
or for any longer period required by law, from the date of termination or completion of this
Agreement.
B. Any records or documents required to be maintained pursuant to this
Agreement shall be made available for inspection or audit, at any time during regular business
hours, upon written request by the City Attorney, City Auditor, City Manager, or a designated
representative of any of these officers. Copies of such documents shall be provided to City for
inspection when it is practical to do so. Otherwise, unless an alternative is mutually agreed
upon, the records shall be available at Consultant’s address indicated for receipt of notices in this
Agreement.
C. The City may, by written request by any of the above-named officers,
require that custody of the records be given to the City and that the records and documents be
maintained in the City Manager's office.
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25. Agreement Is Binding. The terms, covenants, and conditions of this Agreement
shall apply to, and shall bind, the heirs, successors, executors, administrators, assigns, and
subcontractors of both parties.
26. Equal Employment Opportunity. Consultant is an equal opportunity employer
and agrees to comply with all applicable state and federal regulations governing equal
employment opportunity. Consultant will not discriminate against any employee or applicant for
employment because of race, religion, age, sex, creed, color, sexual orientation, marital status or
national origin. Consultant will take affirmative action to ensure that applicants are treated
during such employment without regard to race, religion, age, sex, creed, color, sexual
orientation, marital status, or national origin. Such action shall include, but shall not be limited
to, the following: employment, upgrading, demotion, or transfer; recruitment or recruitment
advertising; lay-offs or termination; rates of pay or other forms of compensation; and selection
for training, including apprenticeship. Consultant further agrees to post in conspicuous places,
available to employees and applicants for employment, notices setting forth the provisions of this
nondiscrimination clause.
27. Non-Exclusive Agreement. This is a non-exclusive agreement. City reserves the
right to provide, and to retain other consultants to provide, services that are the same or similar to
the services described in this Agreement.
28. City Not Obligated to Third Parties. The City shall not be obligated or liable for
payment hereunder to any party other than Consultant.
29. Remedies/Waiver. No failure on the part of either party to exercise any term,
covenant, condition, right or remedy hereunder shall operate as a waiver of any other term,
covenant, condition, right or remedy that such party may have hereunder. All remedies
permitted or available under this Agreement, or at law or in equity, are cumulative and
alternative. As a condition precedent to commencing legal action involving a claim or dispute
against the City arising from this Agreement, 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.
30. Severability. If any one or more of the provisions contained herein shall for any
reason be held to be invalid, illegal or unenforceable in any respect, then such provision or
provisions shall be deemed severable from the remaining provisions hereof, and such invalidity,
illegality, or unenforceability shall not affect any other provision hereof, and this Agreement
shall be construed as if such invalid, illegal, or unenforceable provision had not been contained
herein.
31. Exhibits. The following exhibits are attached to this Agreement and incorporated
herein by this reference:
A. Exhibit A: Scope of Work and Schedule of Performance
B. Exhibit B: Compensation
C. Exhibit C: Insurance Requirements
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32. Execution. This Agreement may be executed in several counterparts, each of
which shall constitute one and the same instrument and shall become binding upon the parties
when at least one copy hereof shall have been signed by both parties hereto. In approving this
Agreement, it shall not be necessary to produce or account for more than one such counterpart.
The parties hereby expressly agree to the use of electronic signatures, which shall be deemed to
have the same effect as an original signature.
33. 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.
34. Applicable Law; Venue. This Agreement shall be construed and interpreted
according to California law. In the event that suit shall be brought by either party hereunder, the
parties agree that a trial of such action shall be held exclusively in a state court in the County of
Sonoma, California.
35. Authority. Each individual executing this Agreement on behalf of one of the
parties represents that he or she is duly authorized to sign and deliver the Agreement on behalf of
such party and that this Agreement is binding on such party in accordance with its terms.
IN WITNESS WHEREOF, City and Consultant have executed this Agreement as of the date first
above written.
CITY OF ROHNERT PARK KITCHELL/CEM, INC.
By: __________________________________
Marcela Piedra, City Manager (Date)
By:
Geoff Bachanas, President (Date)
Per Resolution No. 2025-_____adopted by the Rohnert
Park City Council at its meeting of _______________,
2026.
By: _________________________________
Jamie Cannon, Risk Manager (Date)
By: _________________________________
Betsy Howze, Finance Director (Date)
KITCHELL/CEM, INC.
By:
Maria Davila, Assistant Secretary (Date)
APPROVED AS TO FORM:
By: __________________________________
City Attorney
ATTEST:
By: __________________________________
City Clerk
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1/6/2026
1/9/2026
CONSULTANT SERVICES FOR THE CIT Y OF ROHNERT PARK
2.EXHIBIT A
Scope of Services
that can be provided
to the City; this has
no format, it can be
a list of each service
with a description or
narrative.
The services outlined in the RFP we would like to be considered for are:
Development Services - Engineering Services
»Construction Management Services
»Public Presentation and Outreach Coordination
»Public Outreach Services
Public Works - Capital Improvement Services
»Feasibility Studies
»Independent Checks and Peer Reviews
»Condition Assessments
»Constructability Reviews and Value Engineering
»Drafting Services
»Construction Management and Inspection Services
»Cost Estimating Services
»Architectural Services
»Project Management Services
»State and Federal Project Management
»Mechanical Engineering Services
»Electrical Engineering Services
»Public Outreach and Presentations to Council
Refer to the pages following our cover letter for examples of projects where we have provided similar
services.
–Initial design options and feasibility studies
–Facility assessments and master planning
–Code adherence during construction
–CASp review and compliance
–Energy modeling & Title 24 compliance
–Energy audits & LEED compliance
–Facility assessments and condition reports
–Initial design options and feasibility studies
–Code adherence during construction
–Commissioning
–Energy audits & LEED compliance
–Arc flash studies, power coordination, and
compliance with California Electrical Code
–Facility assessments and condition reports
–Initial design options and feasibility studies
–Code adherence during construction
–Commissioning
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CONSULTANT SERVICES FOR THE CIT Y OF ROHNERT PARK
3.EXHIBIT B
Hourly Rate Sheet for
the first year; this can
be a range per job
position.
Kitchell’s philosophy for determining our compensation for services is driven by matching value to cost.
In other words, we strive to provide the most appropriate complement of services and delivery methods
to meet your objectives. Our primary goal is to align our understanding of the project success factors
with your expectations. We typically structure our fees based with the consideration of scope, duration
and delivery method. Our proposed hourly rates are fully burdened with employee benefits, statutory
requirements, overhead and profit and associated material expenses. These rates are applicable to
services requested on an individualized hourly billing basis.
POSITION/CLASSIFICATION 2026
HOURLY RATE
Principal in Charge $292
Project Executive $250
Engineering Department Executive $250
Project/Program Director, Program Manager $225
Engineering Operations Manager $225
Senior Project Manager $215
Project Manager $205
PM/CM Project Engineer II $170
PM/CM Project Engineer I $164
Commissioning Manager $210
Senior Architect $200
Architect $170
Job Captain $150
Senior Engineer (Civil, Electrical, Mechanical)$200
Engineer (Civil, Electrical, Mechanical)$170
Sr. Project Designer $130
Project Designer $120
Estimating Manager $223
Estimator $175
Scheduling Manager $207
Scheduler $186
Project Control Data Analyst $150
BIM Technician $115
Project Coordinator $110
Administrative Support/Clerical $100
Kitchell’s Hourly Rates
These rates will be honored through December 31, 2026, and are subject to an annual escalation of 5% for
each subsequent year, as allowed per the RFP.
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Exhibit C
OAK #4862-8048-1163 (Rev 10-23)
EXHIBIT C
INSURANCE REQUIREMENTS for Consulting 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
a 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 a 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 a limit no less than $2,000,000 per occurrence or claim,
$2,000,000 aggregate.
If 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 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).
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Exhibit C
OAK #4862-8048-1163 (Rev 10-23)
Primary Coverage
For any claims related to this contract, 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 in 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
written 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 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
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; and
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, Consultant must
purchase “extended reporting” coverage for a minimum of five (5) years after completion
of contract work.
Verification of Coverage
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Exhibit C
OAK #4862-8048-1163 (Rev 10-23)
Consultant shall furnish the City with original Certificates of Insurance including all required
amendatory endorsements (or copies of the applicable policy language effecting coverage
required by this clause) and a copy of the Declarations and Endorsement Page of the CGL policy
listing all policy endorsements to City before work begins. However, failure to obtain the
required documents prior to the work beginning shall not waive 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.
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CERTIFICATE OF CONSULTANT
I HEREBY CERTIFY that I am the __________________________________, and a
duly authorized representative of the firm of _____________________________________,
whose address is ______________________________________________________, and that
neither I nor the above firm I here represent has:
a) Employed or retained for a commission, percentage, brokerage, contingent
fee, or other consideration, any firm or person (other than a bona fide
employee working solely for me or the above consultant) to solicit to
secure this Agreement.
b) Agreed, as an express or implied condition for obtaining this contract, to
employ or retain the services of any firm or person in connection with
carrying out the Agreement; or
c) Paid, or agreed to pay, to any firm, organization or person (other than a
bona fide employee working solely for me or the above consultant) any
fee, contribution, donation, or consideration of any kind for, or in
connection with, procuring or carrying out the Agreement;
Except as here expressly stated (if any);
I acknowledge that this certificate is subject to applicable State and Federal laws, both
criminal and civil.
_________________ ___________________________________
Date Signature
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Kitchell CEM, Inc.
2450 Venture Oaks Way, Suite 500, Sacramento, CA 95833
President
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MASTER AGREEMENT FOR CONSULTANT SERVICES
This MASTER AGREEMENT FOR CONSULTANT SERVICES (“Agreement”) is
entered into as of the _______ day of _______________, 2026, by and between the City of
Rohnert Park (“City”), a California municipal corporation, and Mark Thomas & Company, Inc.
(“Consultant”), a California corporation, with reference to the following facts, understandings
and intentions.
Recitals
WHEREAS, City desires to obtain services designated in Exhibit A; and
WHEREAS, Consultant hereby warrants to City that Consultant is skilled and able to
provide such services described in Section 3 of this Agreement; and
WHEREAS, City desires to retain Consultant pursuant to this Agreement to provide the
services described in Section 3 of this Agreement, subject to the terms and conditions of this
Agreement
Agreement
NOW, THEREFORE, in consideration of their mutual covenants, the parties hereto agree
as follows:
1. Incorporation of Recitals. The recitals and all defined terms set forth above are
hereby incorporated into this Agreement as if set forth herein in full.
2. Project Coordination. Authorized representatives shall represent City and
Consultant in all matters pertaining to this Agreement.
A. City. The City Manager or his/her designee shall represent City for all
purposes under this Agreement, except where approval for the City is specifically required by the
City Council. The CIP Program Manager is hereby designated as the project manager (“Project
Manager”). The Project Manager shall supervise the progress and execution of this Agreement.
B. Consultant. Consultant shall assign Alex Lee to have overall
responsibility for the progress and execution of this Agreement for Consultant.
3. Scope and Performance of Services
A. Scope of Services. Subject to such policy direction and approvals as City
may determine from time to time, Consultant shall perform the type of services generally set out
in the Scope of Work attached hereto as Exhibit A and incorporated herein by reference.
Consultant shall be assigned to provide particular services pursuant to the requirements of a task
order that has been issued in conformance with the City’s Purchasing Policy (“Task Order”)
executed by Consultant and City.
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B. Time of Performance. The services of Consultant are to commence upon
receipt of a written notice to proceed from City, but in no event prior to receiving a fully
executed agreement from City and obtaining and delivering the required insurance coverage, and
satisfactory evidence thereof, to City. Consultant shall perform its services in accordance with
the schedule attached to the Task Order and the agreed upon Standard of Quality herein. Any
changes to these dates in either this Section 3 or the Task Order shall be approved in writing by
the Project Manager.
C. Standard of Quality. City relies upon the professional ability of
Consultant as a material inducement to entering into this Agreement. All work performed by
Consultant under this Agreement shall be performed (1) with due diligence, 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 expected of competent professionals
in Consultant’s field of expertise, practicing in the same or similar locality, at the same or similar
point in time and under similar circumstances. 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: (1) for services provided
directly under this Agreement be at the rate and schedules more particularly described in Exhibit
B, attached hereto and incorporated by this reference; or (2) for services authorized by Task
Orders, be at the rate and schedules specified by said Task Order. However, in no event shall the
amount City pays to Consultant for services provided directly under this Agreement exceed
fifteen thousand dollars ($15,000.00); nor shall the amount City pays to Consultant for work
done by Task Order exceed the total compensation specified by the Task Order. City’s
obligation to pay compensation to Consultant as provided herein is contingent upon Consultant’s
compliance with the terms and conditions of this Agreement and any amendments thereto.
Payment by City under this Agreement shall not be deemed a waiver of unsatisfactory work,
even if such defects were known to the City at the time of payment.
B. Timing of Payment. City shall pay Consultant as compensation in full for
such services and expenses for the different elements of the scope of work as follows:
(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
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incurred up to the conclusion of the current fiscal year; payment for additional work is
conditional upon future City appropriation.
C. Changes in Compensation. Consultant will not undertake any work that
will incur costs in excess of the amount set forth in Section 4(A) of this Agreement without prior
written amendment to this Agreement. City shall have the right to amend the Scope of Work
within the Agreement upon written agreement with the Consultant. In such event, the
compensation and time of performance shall be subject to renegotiation upon written demand of
either party to the Agreement. Consultant shall not commence any work exceeding the Scope of
Work without prior written authorization from the City. Failure of the Consultant to secure
City’s written authorization for extra or changed work shall constitute a waiver of any and all
right to adjustment in the contract price or time due, whether by way of compensation,
restitution, quantum meruit, etc. for work done without the appropriate City authorization.
D. Taxes. Consultant shall pay all taxes, assessments and premiums under
the federal Social Security Act, any applicable unemployment insurance contributions, Workers
Compensation insurance premiums, sales taxes, use taxes, personal property taxes, or other taxes
or assessments now or hereafter in effect and payable by reason of or in connection with the
services to be performed by Consultant.
E. No Overtime or Premium Pay. Consultant shall receive no premium or
enhanced pay for work normally understood as overtime, i.e., hours that exceed forty (40) hours
per work week, or work performed during non-standard business hours, such as in the evenings
or on weekends. Consultant shall not receive a premium or enhanced pay for work performed on
a recognized holiday. Consultant shall not receive paid time off for days not worked, whether it
be in the form of sick leave, administrative leave, or for any other form of absence.
F. Litigation Support. Consultant agrees to testify at City’s request if
litigation is brought against City in connection with Consultant’s work product. Unless the
action is brought by Consultant or is based upon Consultant’s negligence, City will compensate
Consultant for the preparation and the testimony at Consultant’s standard hourly rates, if
requested by City and not part of the litigation brought by City against Consultant.
5. Term. The term of this Agreement shall commence on the date of its execution
by both parties and shall continue in full force and effect until December 31, 2029, unless earlier
terminated in accordance with this Agreement. Notwithstanding the foregoing, this Agreement
may be extended for successive one-year term(s) upon mutual, written approval by the City
Manager or his/her designee and Consultant. Work authorized by a separate Task Order as
contemplated by this Agreement shall be performed in accordance with the schedule set forth in
the Task Order.
6. Inspection. Consultant shall furnish City with every reasonable opportunity for
City to ascertain that the services of Consultant are being performed in accordance with the
requirements and intentions of this Agreement. All work done and all materials furnished, if
any, shall be subject to the Project Manager’s inspection and approval. The inspection of such
work shall not relieve Consultant of any of its obligations to fulfill the Agreement as prescribed.
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7. Ownership of Documents. Ownership to all final processional work product
including: all plans, specifications, maps, estimates, reports, manuscripts, drawings, descriptions,
designs, data, photographs, reports and any other final work products compiled, prepared or
obtained by the Consultant under the Agreement shall be vested in City, none of which shall be
used in any manner whatsoever, by any person, firm, corporation, or agency without the
expressed written consent of the City. Consultant shall assume no responsibility for the
unintended use by others of such final work products which are not related to the scope of the
services described under this Agreement. Basic survey notes and sketches, charts, computations,
and other data prepared or obtained under the Agreement shall be made available, upon request,
to City without restriction or limitations on their use. Consultant may retain copies of the above-
described information but agrees not to disclose or discuss any information gathered, discussed
or generated in any way through this Agreement without the written permission of City during
the term of this Agreement, unless required by law. Any reuse by City of work product for
another project or project locations shall be at the City’s sole risk.
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” includes providing information, an opinion, or a recommendation
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directly to any person at the City empowered to make a decision on behalf of the City without
significant intervening substantive review; and
(3) will not perform the same duties for the City that would otherwise
be performed by a staff member required to report under the City’s conflict of interest code.
(2 Cal. Code Regs. § 18700.3.)
10. Liability of Members and Employees of City. No member of the City and no
other officer, elected official, employee or agent of the City shall be personally liable to
Consultant or otherwise in the event of any default or breach of the City, or for any amount
which may become due to Consultant or any successor in interest, or for any obligations directly
or indirectly incurred under the terms of this Agreement. To the maximum extent permitted by
law, the City shall have no liability or responsibility for any accident, loss, or damage to any
work performed under this Agreement whether prior to its completion or acceptance or
otherwise.
11. Indemnity.
A. Indemnification. To the fullest extent permitted by law, Consultant shall,
at its own expense, indemnify, protect, defend (by counsel reasonably satisfactory to the City)
and hold harmless City and any and all of its officers, officials, employees, agents and volunteers
(“Indemnified Parties”) from and against any and all liability (including liability for claims,
demands, damages, obligations, suits, actions, arbitration proceedings, administrative
proceedings, regulatory proceedings, losses, expenses or costs of any kind, whether actual,
alleged or threatened, including attorneys’ fees and costs, court costs, interest, defense costs and
expert witness fees) of any nature (“Liability”), whether actual, alleged or threatened, which
arise out of, pertain to, or relate to the performance or failure to comply with this Agreement,
regardless of any fault or alleged fault of the Indemnified Parties.
1. 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.
2. The only exception to Consultant’s responsibility to indemnify,
protect, defend, and hold harmless the Indemnified Parties from Liability is due to the active
negligence or willful misconduct of City or its elective or appointive boards, officers, agents and
employees.
B. Scope of Obligation. Consultant’s duty to indemnify, protect, defend and
hold harmless as set forth in this Section 11 shall include the duty to defend (by counsel
reasonably satisfactory to the City) as set forth in California Civil Code § 2778. This
indemnification obligation is not limited in any way by any limitation on the amount or type of
damages or compensation payable by or for Consultant under worker’s compensation, disability
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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.
C. Consultant’s duty to indemnify, protect, defend and hold harmless as set
forth in this Section 11 shall not be excused because of the Consultant’s inability to evaluate
Liability, or because the Consultant evaluates Liability and determines that the Consultant is not
or may not be liable. 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 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 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 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
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commencing performance of the Agreement and at all times in the performance of the
Agreement.
C. Prevailing Wage. Consultant and Consultant’s subcontractors (if any)
shall, to the extent required by the California Labor Code, pay not less than the latest prevailing
wage rates to workers and professionals as determined by the Director of Industrial Relations of
the State of California pursuant to California Labor Code, Part 7, Chapter 1, Article 2. Copies of
the applicable wage determination are on file at the City’s office of the City Clerk.
D. Injury and Illness Prevention Program. Consultant certifies that it is aware
of and has complied with the provisions of California Labor Code § 6401.7, which requires
every employer to adopt a written injury and illness prevention program.
E. Business Licenses. Unless exempt by law, Consultant and all
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. Confidential Information. All data, documents, discussions or other information
developed or received by or for Consultant in performance of this Agreement are confidential
and not to be disclosed to any person except as authorized by City, or as required by law.
15. Assignment; Subcontractors; Employees
A. Assignment. Consultant shall not assign, delegate, transfer, or convey its
duties, responsibilities, or interests in this Agreement or any right, title, obligation, or interest in
or to the same or any part thereof without the City’s prior written consent, which shall be in the
City’s sole discretion. Any assignment without such approval shall be void and, at the City’s
option, shall immediately cause this Agreement to terminate.
B. Subcontractors; Employees. Consultant shall be responsible for
employing or engaging all persons necessary to perform Consultant’s services hereunder. No
subcontractor of Consultant shall be recognized by the City as such; rather, all subcontractors are
deemed to be employees of Consultant, and Consultant agrees to be responsible for their
performance. Consultant shall give its personal attention to the fulfillment of the provisions of
this Agreement by all of its employees and subcontractors, if any, and shall keep the work under
its control. If any employee or subcontractor of Consultant fails or refuses to carry out the
provisions of this Agreement or appears to be incompetent or to act in a disorderly or improper
manner, it shall be discharged immediately from the work under this Agreement on demand of
the Project Manager.
16. Insurance. Without limiting Consultant’s indemnification provided herein,
Consultant shall, at its own expense, procure and maintain insurance that complies with the
requirements set forth in Exhibit C to this Agreement, which is attached hereto and incorporated
by reference. Consultant shall upon thirty (30) days’ written notice comply with any changes in
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the amounts and terms of insurance as may be required from time-to-time by City’s risk
manager.
17. Termination of Agreement; Default.
A. This Agreement and all obligations hereunder may be terminated at any
time, with or without cause, by the City or Consultant upon fourteen (14) days’ written notice to
the other party.
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 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 Consultant’s breach of the Agreement.
C. In the event City terminates this Agreement without cause, Consultant
shall be entitled to any compensation owed to it up to the time of such termination, it being
understood that any payments are full compensation for services rendered prior to the time of
payment.
D. Upon termination of this Agreement with or without cause, Consultant
shall turn over to the City Manager immediately any and all copies of studies, sketches,
drawings, computations, and other data, whether or not completed, prepared by Consultant or its
subcontractors, if any, or given to Consultant or its subcontractors, if any, in connection with this
Agreement. Such materials shall become the permanent property of the City. Consultant,
however, shall not be liable for the City’s use of incomplete materials nor for the City’s use of
complete documents if used for other than the project contemplated by this Agreement.
18. Suspension. The City shall have the authority to suspend this Agreement and the
services contemplated herein, wholly or in part, for such period as it deems necessary due to
unfavorable conditions or to the failure on the part of the Consultant to perform any provision of
this Agreement. Consultant will be paid for satisfactory services performed prior to the date of
suspension. During the period of suspension, Consultant shall not receive any payment for
services or expenses incurred by Consultant by reason of such suspension.
19. Merger; Amendment. This Agreement constitutes the complete and exclusive
statement of the agreement between City and Consultant and shall supersede all prior
negotiations, representations, or agreements, either written or oral. This document may be
amended only by written instrument, signed by both the City and Consultant. All provisions of
this Agreement are expressly made conditions.
20. Interpretation. This Agreement shall be interpreted as though it was a product of
a joint drafting effort, and no provisions shall be interpreted against a party on the ground that
said party was solely or primarily responsible for drafting the language to be interpreted.
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21. Litigation Costs. If either party becomes involved in litigation arising out of this
Agreement or the performance thereof, the court in such litigation shall award reasonable costs
and expenses, including attorneys’ fees, to the prevailing party. In awarding attorneys’ fees, the
court will not be bound by any court fee schedule, but shall, if it is in the interest of justice to do
so, award the full amount of costs, expenses, and attorneys’ fees paid or incurred in good faith.
22. Time Is of the Essence. Time is of the essence in this Agreement. Upon receipt
of a written notice from City to proceed with work required by a Task Order, Consultant shall
immediately commence work to perform the services required by that Task Order according to
the time requirements set in the Task Order.
23. Written Notification. Any notice, demand, request, consent, approval or
communication that either party desires or is required to give to the other party shall be in
writing and either served personally or sent by prepaid, first-class mail. Any such notice,
demand, etc. shall be addressed to the other party at the address set forth below. Either party
may change its address by notifying the other party in writing 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.
If to City: City Clerk
City of Rohnert Park - City Hall
130 Avram Avenue
Rohnert Park, CA 94928
If to Consultant: Mark Thomas & Company, Inc.
Attn: Alex Lee
1970 Broadway, Suite 760
Oakland, CA 94612
24. Consultant’s Books and Records.
A. Consultant shall maintain any and all ledgers, books of account, invoices,
vouchers, canceled checks, and other records or documents evidencing or relating to charges for
services, or expenditures and disbursements charged to City and all documents and records
which demonstrate performance under this Agreement for a minimum period of three (3) years,
or for any longer period required by law, from the date of termination or completion of this
Agreement.
B. Any records or documents required to be maintained pursuant to this
Agreement shall be made available for inspection or audit, at any time during regular business
hours, upon written request by the City Attorney, City Auditor, City Manager, or a designated
representative of any of these officers. Copies of such documents shall be provided to City for
inspection when it is practical to do so. Otherwise, unless an alternative is mutually agreed
upon, the records shall be available at Consultant’s address indicated for receipt of notices in this
Agreement.
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C. The City may, by written request by any of the above-named officers,
require that custody of the records be given to the City and that the records and documents be
maintained in the City Manager's office.
25. Agreement Is Binding. The terms, covenants, and conditions of this Agreement
shall apply to, and shall bind, the heirs, successors, executors, administrators, assigns, and
subcontractors of both parties.
26. Equal Employment Opportunity. Consultant is an equal opportunity employer
and agrees to comply with all applicable state and federal regulations governing equal
employment opportunity. Consultant will not discriminate against any employee or applicant for
employment because of race, religion, age, sex, creed, color, sexual orientation, marital status or
national origin. Consultant will take affirmative action to ensure that applicants are treated
during such employment without regard to race, religion, age, sex, creed, color, sexual
orientation, marital status, or national origin. Such action shall include, but shall not be limited
to, the following: employment, upgrading, demotion, or transfer; recruitment or recruitment
advertising; lay-offs or termination; rates of pay or other forms of compensation; and selection
for training, including apprenticeship. Consultant further agrees to post in conspicuous places,
available to employees and applicants for employment, notices setting forth the provisions of this
nondiscrimination clause.
27. Non-Exclusive Agreement. This is a non-exclusive agreement. City reserves the
right to provide, and to retain other consultants to provide, services that are the same or similar to
the services described in this Agreement.
28. City Not Obligated to Third Parties. The City shall not be obligated or liable for
payment hereunder to any party other than Consultant.
29. Remedies/Waiver. No failure on the part of either party to exercise any term,
covenant, condition, right or remedy hereunder shall operate as a waiver of any other term,
covenant, condition, right or remedy that such party may have hereunder. All remedies
permitted or available under this Agreement, or at law or in equity, are cumulative and
alternative. As a condition precedent to commencing legal action involving a claim or dispute
against the City arising from this Agreement, 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.
30. Severability. If any one or more of the provisions contained herein shall for any
reason be held to be invalid, illegal or unenforceable in any respect, then such provision or
provisions shall be deemed severable from the remaining provisions hereof, and such invalidity,
illegality, or unenforceability shall not affect any other provision hereof, and this Agreement
shall be construed as if such invalid, illegal, or unenforceable provision had not been contained
herein.
31. Exhibits. The following exhibits are attached to this Agreement and incorporated
herein by this reference:
A. Exhibit A: Scope of Work and Schedule of Performance
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B. Exhibit B: Compensation
C. Exhibit C: Insurance Requirements
32. Execution. This Agreement may be executed in several counterparts, each of
which shall constitute one and the same instrument and shall become binding upon the parties
when at least one copy hereof shall have been signed by both parties hereto. In approving this
Agreement, it shall not be necessary to produce or account for more than one such counterpart.
The parties hereby expressly agree to the use of electronic signatures, which shall be deemed to
have the same effect as an original signature.
33. 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.
34. Applicable Law; Venue. This Agreement shall be construed and interpreted
according to California law. In the event that suit shall be brought by either party hereunder, the
parties agree that a trial of such action shall be held exclusively in a state court in the County of
Sonoma, California.
35. Authority. Each individual executing this Agreement on behalf of one of the
parties represents that he or she is duly authorized to sign and deliver the Agreement on behalf of
such party and that this Agreement is binding on such party in accordance with its terms.
IN WITNESS WHEREOF, City and Consultant have executed this Agreement as of the date first
above written.
CITY OF ROHNERT PARK MARK THOMAS & COMPANY, INC.
By: __________________________________
Marcela Piedra, City Manager (Date)
By:
Shawn O’Keefe, PE (Date)
Executive Vice President & Principal
Per Resolution No. 2026-______adopted by the Rohnert
Park City Council at its meeting of
___________________, 2026.
By: _________________________________
Tracy Rankin, Interim Risk Manager (Date)
By: _________________________________
Betsy Howze, Finance Director (Date)
MARK THOMAS & COMPANY, INC.
By:
Matt Brogan, PE (Date)
Secretary
APPROVED AS TO FORM:
By: __________________________________
Michelle Marchetta Kenyon, City Attorney
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Docusign Envelope ID: BEF50FCE-EA7D-4606-8707-EECDAC10F1F5
2/17/2026
2/17/2026
OAK #4862-8048-1163 (Rev 10-23)
ATTEST:
By: __________________________________
Sylvia Lopez Cuevas, City Clerk
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Docusign Envelope ID: BEF50FCE-EA7D-4606-8707-EECDAC10F1F5
CONSULTANT SERVICES FOR THE CITY
City of Rohnert Park
EXHIBIT A: SCOPE OF SERVICES
Services Offered
Below is a list of services Mark Thomas offers in-house, our team is qualified for any project that may come from this
on-call contract.
Roadway Improvements
»Our multi-disciplinary approach benefits all types of projects including
street and roadway improvements, intersection improvements, and bridge
design.
»We have a wide breadth of experience in planning preliminary engineering
and final PS&E.
»Our team is comprised of experts with extensive local agency arterial and
expressway final design experience.
»We have successfully completed multiple projects implementing complete
streets, Safe Systems Approach concepts, and green infrastructure.
Transportation (Caltrans and Local Roadway)
»Thorough understanding of local agency delivery processes and design
standards, with recent relevant experience on on-call contracts.
»Extensive working knowledge of design manuals and guidelines
for the implementation of highway and roadway projects including
intersection modifications, roadway widenings, highway and interchange
improvements and active transportation facilities throughout California.
»Local agencies seek our expertise to lead their roadway projects with key
relationships with Caltrans District 4 staff.
Structures
»Extensive experience delivering transportation, flood control, and structure
projects.
»Retaining wall design experience encompasses standard cantilever
retaining walls through more complex systems like mechanically stabilized
earth (MSE) walls and tieback walls.
»Knowledge of Caltrans Bridge Design Manual and Standards, and
AASHTO Load and Resistance Factor Design standards.
Utility Coordination, Surveying and Right-of-Way Engineering
»Full range of surveying services including right-of-way retracement
surveys and record mapping, records of survey, corner records, legal
descriptions, plats and deeds, appraisal mapping, legal description and
exhibit plat preparation, and parcel mitigation planning.
»Extensive experience in providing surveying and mapping services to
meet local agency and Caltrans standards for final design and construction
staking.
»Survey experience includes control surveys, boundary surveys, title
research and investigations, and mapping including tentative map
preparation, tract and parcel mapping, lot line adjustments and lot mergers.
»Robust experience includes turnkey utility coordination; identification of
utility conflicts, coordination with utility owners to identify liability and cost
for relocations, and review of third-party utility relocation designs
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Docusign Envelope ID: BEF50FCE-EA7D-4606-8707-EECDAC10F1F5
CONSULTANT SERVICES FOR THE CITY
City of Rohnert Park
Utility Location
»Utility record research, SUE markings, and mapping at appropriate quality
levels.
»Utility coordination, relocation design, and cost estimating.
»Utility condition assessment and identification of abandoned underground
utilities.
»Communication of utility data to designers and stakeholders.
»Implementation of utility accommodation policies and utility design.
Drainage and Water Quality
»Analysis and design of stormwater and drainage facilities for both
transportation and civil projects.
»Erosion control and design of Best Management Practices (BMP)
»Preparation of hydraulic and hydrology analysis and reports for creeks and
pipelines, bridge scour analysis, and BMP/Water Quality Management Plan
(WQMP) implementation plans based on resource agency requirements.
»Wide variety of drainage facilities that include storm drain inlets, storm
drain lines, drainage ditches, floodchannel grading and modifications, flood
control structures, and complex sand filter systems.
Landscape Architecture
»Site-responsive design that is focused on community needs to improve
project success.
»Flexibility to deliver a range of projects, such as detailed complete street
planning, streetscape designs, median and gateway enhancements,
landscape master plans, and trail designs.
»Development of irrigation design that supports drought tolerant planting
and considers long term maintenance requirements.
Bicycle/Pedestrian/Trails
»Experience in the planning and design of multi-use paths and trails, which
connect major bicycle and pedestrian corridors to key destinations.
»Extensive community engagement to understand resident concerns and
user preferences.
»Focused on improving access, connectivity and safety for active modes of
transportation.
»Thorough understanding of bicycle and pedestrian guidance including
North American Cities and Transit Agencies (NACTO), Caltrans HDM,
Caltrans Design Information Bulletin (DIB) 89 Class IV Bikeway Guidance,
and other Complete Street guidelines including Americans with Disabilities
Act (ADA), California Building Code (CBC)
Construction Management, Constructability Reviews, and
Staging
»Our construction management group provides high-quality oversight and
inspection of capital infrastructure projects.
»We provide bid and construction support on all of our projects.
»We leverage our in-house services to review plans for constructability,
prepare construction schedules and assist in developing sound staging
concepts within the area and local roadways during design.
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CONSULTANT SERVICES FOR THE CITY
City of Rohnert Park
Preliminary Engineering, Conceptual Studies, and Reports
»Expertise in final design (PS&E) enables us to prepare well-developed
preliminary and conceptual engineering plans with realistic cost estimates.
»We minimize unknowns during design by developing the necessary
studies and reports that support preliminary engineering plans.
Cost Estimating and Specifications
»Utilize the latest contract cost databases, bid data, and established
relationships with contractors to help ensure accurate estimating.
»Perform quantity take-offs using Bluebeam and AutoCAD, updating them
at each project phase.
»Provide reliable cost estimates for all phases of design to support project
budgeting and decision-making.
»Experienced in SpecLink Cloud for preparing, uploading, and updating
specifications in accordance with City formats and project requirements.
Grant Funding Support
»Funding program review, analysis, and positioning for transportation
projects.
»Our team prepares grant applications and benefit-cost analyses. Since
2017, we have secured more than $2 billion in transportation funding for
local and regional agency projects in California.
Environmental Compliance
»The team has experience completing California Environmental Quality Act
(CEQA) and National Environmental Policy Act (NEPA) documentation for
public works projects.
»We are familiar with Caltrans Local Assistance Procedures Manual
(LAPM) and Standard Environmental Resource (SER). Mark Thomas has
established relationships with environmental and permitting agencies.
Constructibility
»Our construction management group provides high quality oversight and
inspection of capital infrastructure projects.
»We provide bid and construction support on all of our projects.
»We leverage our in-house services to review plans for constructability,
prepare construction schedules and assist in developing sound staging
concepts within the area and local roadways during design.
Traffic Handling
»We develop concepts and detailed designs for stage construction
strategies, traffic handling approaches, and detours.
»We coordinate with local agencies and key stakeholders to establish
appropriate temporary shortterm and long-term lane closures that could
involve working during overnight hours.
»We evaluate potential impacts to adjacent property owners and
communities that could include businesses that need to stay open during
construction of a project.
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CONSULTANT SERVICES FOR THE CITY
City of Rohnert Park
TASK ORDER PROCESS
The Mark Thomas team understands what is required
to deliver on a wide variety of civil engineering and
project management oversight projects. Our team
focuses our approach on identifying value engineering
opportunities and accelerating the delivery of projects
wherever possible. We proactively identify potential
risks throughout the environmental, engineering and
construction phases of each project to minimize potential
delays and contract change orders. Our approach to
on-call contracts is grounded in our understanding that
successful projects, including at the task order level, are a
direct result of the following elements:
»Acting as an extension of City staff, including always
looking out for the City’s best interest.
»The commitment of our engineering, design, planning,
support staff, and additional resources as necessary
to deliver every task order on time and within budget.
»Being responsive and collaborative in order to meet
the needs of the City and the public, including
engaging the public as needed.
»Implementing a disciplined Quality Assurance/Quality
Control (QA/QC) process on every task order.
»Providing direction on the most beneficial and cost-
effective task order solutions.
METHODOLOGIES
Our approach to your task order requests will be tailored
specifically to each project, the following represents the
common elements of our approach to delivering final
design services.
WORK PLAN DEVELOPMENT
Before Task Order issuance, Mark Thomas will ask
to meet with City staff to discuss the specifics of the
project, the City’s expectations, and the community’s
expectations. We will develop the task order scope
to directly reflect this conversation as well as mutual
agreement amongst the team. The smallest details of our
work plan will be consistent with the City’s expectations,
and we will strive to operate as a true extension of
City staff. This approach helps to avoid surprises and
misunderstandings during project delivery. Over the life
of a project, Mark Thomas understands that the work
plan needs to demonstrate flexibility to accommodate
unforeseen conditions. Our proactive and constant
communication with our clients during each project
enables us to consistently meet client’s expectations and
goals.
QUALITY ASSURANCE/QUALITY CONTROL
Mark Thomas firmly believes that QA/QC is a
companywide effort. Throughout each project, we will
implement a QA/QC program in accordance with our
Quality Management Manual. This document clearly
defines our quality management system and dictates
implementation of the Company’s quality policies at
all levels. All Mark Thomas team members, including
all subconsultants, will adhere to this Plan. Each of our
team members understand that it is our responsibility
to produce high-quality products that will result in
developing a clearly defined and cost-effective project.
The Mark Thomas team implements a Total Quality
Management System of which a specific Quality Control
Plan is only a part of the overall system. The Total Quality
Management Program (QMP) is a continuous process,
used not just at project milestones, but daily as workflows
from desk-to-desk, discipline-to-discipline, and
consultant-to-client. Mark Thomas’ reputation has been
built upon the delivery of high-quality services to our
clients. The production of these high-quality deliverables
is founded upon documented procedures and design
practices for a system of independent checking and
reviews that are implemented on all our projects.
Recognizing the design consultant’s responsibility for
the accuracy and completeness of the plans and other
design documents, Mark Thomas is dedicated to the
established programs of strict quality assurance and
control. Key elements of our QMP include:
Subconsultant Quality. Mark Thomas requires each
of our subconsultants follow our QMP to help ensure
the entire team is following the same procedures and
developing quality products team-wide. Our quality
manager will provide necessary training and will perform
audits on the subconsultant QA/QC documentation.
Response Procedure. A formal response procedure is
used to track comments received on our deliverables—
taking a proactive stance in addressing issues and
comments as they arise and tracking them using a
Review Comment Matrix through resolution. Our Project
manager personally helps ensure each comment is
resolved prior to the subsequent submittal.
Quality Control Audits. Mark Thomas conducts
internal quality audits to verify overall conformance with
approved policies and procedures and to document any
problems related to QA/QC activities. Internal audits will
be conducted after major submittals as determined by
the Auditor and Project Manager.
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CONSULTANT SERVICES FOR THE CITY
City of Rohnert Park
PROACTIVE SCHEDULE
MANAGEMENT
For on-call contracts, unexpected needs are always
anticipated. Our staff is trained and experienced to
provide timely responsive service. Mark Thomas has built
a reputation for being able to provide personnel on short
notice. Our team can assist with staffing unanticipated
night work, substitute staffing, or provision for many non-
routine services - quickly and efficiently.
Our project managers are taught to take a proactive
approach for planning project activities, looking ahead
and drilling down to track tasks critical to achieving each
milestone. Identifying the risks to the project schedule
and mitigating them by advancing early activities where
possible without the risk changes later in design. Our
strategy for keeping projects on schedule is simple, track
the action items, communicate key milestones often and
over communicate. We have used these strategies on our
current on-call contracts with public agencies. Below are
examples of our management strategies:
Communicating Effectively
To facilitate a coordinated effort and address
any challenges that may arise, we will
approach our interaction as a partnership
between the City and Mark Thomas. The project
manager and our task order managers will develop a plan
for every task in concert with City staff. Once approved,
we will distribute the plan to the City and the design team
for implementation. Staff comments and suggestions will
be communicated at the appropriate staff level to foster
efficiency and clear direction.
Actively Managing the Project
The project manager and our task order
managers will focus on coordinating with
the City maintaining schedules, tracking budgets and
concentrating on making continuous progress on all
project fronts. Our team leaders will oversee the design
work and work closely with City staff. Every project
task will have hands-on senior staff design input and
management. Progress will be updated with regular
meetings with the City to discuss any issues and work
through critical decisions.
Maintaining Project Schedule
We will develop comprehensive design
schedules, which identifies all critical tasks
and interrelationships of each project, and effectively
use it to track critical path items. A Critical Path Method
(CPM) project schedule with a prioritized task list will
be developed to monitor the progress of critical and
concurrent tasks. Schedule accuracy and communication
regarding deliverability is particularly important to
provide the City with enough staff available to review
work products when they are delivered. The schedules
will need to be comprehensive showing not only Mark
Thomas effort, but other related work that can affect
deliverability. Mark Thomas utilizes weekly and monthly
coordination meetings wherein resource planning and
workload are reviewed. This planning helps us plan
for sufficient resources and commitment to meet the
schedule and quality required.
COST AND SCHEDULE CONTROL
Controlling project budgets and schedules is critical to
successful projects and client satisfaction. Our delivery
approach involves actively managing the critical path
schedule elements to avoid delays or additional costs
to our clients. Mark Thomas controls our design costs,
breaking down a detailed list of project subtasks and
budgeting specific staff hours for each task.
We utilize a real-time comparison of actual hours
expended versus planned hours for each project
milestone. This allows us to keep up to date on the
budget and the efforts required to complete the tasks
within the budget. This monitoring extends to the overall
project budget, including construction and right-of-way
costs, and schedule adherence, while continuously
seeking cost reductions through value engineering during
project development.
Through all the cost and schedule monitoring, there are
times when a project may still fall behind schedule. In that
case, we take a close look at the critical path schedule
elements to determine tasks where we may be able to
reduce durations. In addition, we identify tasks that we
can start before the completion of a predecessor task.
These task duration reductions along with advancing
start dates of tasks may then shift the critical path to
other tasks. In that case, we would review those tasks
that are newly added to the critical path to determine if
duration reductions and advancing start dates may be
applicable for those tasks as well. A combination of these
items has allowed us to bring a project back on schedule
at no additional cost to the client.
Our team makes certain projects stay on
track and within budget through proactive
planning, critical-path scheduling,
responsive staffing, and active oversight,
while maintaining clear communication
and flexibility to address unexpected needs
efficiently.
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CONSULTANT SERVICES FOR THE CITY
City of Rohnert Park
EXHIBIT B: HOURLY RATES
Engineering Surveying
Intern $65 - $120 Survey Technician I-III $70 - $195
Technician $100 - $145 Lead Survey Technician $150 - $175
Design Engineer I $130 - $185 Survey Specialist I-III $140 - $295
Design Engineer II $150 - $235 Asst Surveyor I-III $150 - $210
Sr. Technician $165 - $230 Project Surveyor I-III $205 - $325
Civil Engineering Designer $175 - $275 * Chief of Party $215 - $270
Project Engineer $180 - $255 * Instrumentperson $205 - $245
Sr. Project Engineer $220 - $315 * Chainperson $195 - $230
Sr. Technical Engineer $225 - $260 * Apprentice $130 - $195
CADD Manager $240 - $285 * 2-Person Crew $415 - $480
Technical Lead $255 - $315 * 3-Person Crew $590 - $710
Sr. Technical Lead $300 - $375 * Utility Locator $210 - $270
Design Manager $385 - $430 Drone $290
Engineering Manager $385 - $430
Sr. Engineering Manager $385 - $520 Project Management & Oversight
Project Manager $195 - $355
Construction Management Sr. Project Manager $260 - $400
Office Engineer $180 - $285 Survey Manager I-II $250 - $435
* Inspector - CM $205 - $290 SUE Program Manager $300 - $335
* Asst. Resident Engineer $250 - $285 Division Manager $295 - $445
* Sr. Inspector - CM $260 - $360 Principal $500 - $550
Construction Manager $280 - $325
Area Manager - CM $280 - $325 Project Support
Resident Engineer $305 - $365 Technical/Sr. Technical Writer $125 - $170
Sr. Resident Engineer $365 - $405 Project/Sr. Project Assistant $95 - $185
Survey Coordinator $125 - $130
Planning Project/Sr. Project Coordinator $135 - $230
Planner I $115 - $150 Graphic/Sr. Graphic Designer $140 - $250
Economist $145 - $170 Project/Sr. Project Accountant $130 - $200
Planner II $150 - $185 Sr. Graphic Manager $225 - $290
Sr. Planner $180 - $250 Project Delivery Manager $230 - $255
Project Accountant Manager $250 - $280
Landscape Architecture/Urban Design Safety Manager $270 - $275
Landscape Intern $95 - $115
Landscape Designer I $115 - $140 District Management
Landscape Designer II $135 - $180 * Inspector - Apprentice $100 - $120
Landscape Architect $175 - $205 * Inspector/Sr. Inspector $115 - $205
Sr. Landscape Architect $195 - $225 * Lead Inspector $165 - $185
Assistant/Associate Sanitary Engineer $180 - $250
Grant Writing Sanitary/Sr. Sanitary Project Engineer $225 - $315
Funding Specialist $145 - $270 Operations/Deputy District Manager $285 - $405
Sr. Funding Specialist $280 - $325 District Manager-Engineer $415 - $465
Funding Manager $350 - $410
Special Services
Expert Witness $550
Strategic Consulting $550
MARK THOMAS & COMPANY, INC. RATE SCHEDULE
EXPIRES JUNE 30, 2026
Reimbursables including, but not limited to; reproductions, delivery and filing fees; outside consultant fees; and survey field
expenses will be billed at Cost Plus 5%. Mileage will be billed per current IRS Rate.
Additional promotional steps exist within various rate categories.
This rate schedule expires June 30, 2026; rates are subject to escalation with new hourly rate schedule as of July 1, 2026.
* These charge rates are subject to Prevailing Wage laws and Union contract.
RATE SCHEDULE (B-1) | PAGE 1 OF 1
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Exhibit C
OAK #4862-8048-1163 (Rev 10-23)
EXHIBIT C
INSURANCE REQUIREMENTS for Consulting 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
a 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 a 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 a limit no less than $2,000,000 per occurrence or claim,
$2,000,000 aggregate.
If 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 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).
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Docusign Envelope ID: BEF50FCE-EA7D-4606-8707-EECDAC10F1F5
Exhibit C
OAK #4862-8048-1163 (Rev 10-23)
Primary Coverage
For any claims related to this contract, 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 in 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
written 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 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
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; and
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, Consultant must
purchase “extended reporting” coverage for a minimum of five (5) years after completion
of contract work.
Verification of Coverage
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Docusign Envelope ID: BEF50FCE-EA7D-4606-8707-EECDAC10F1F5
Exhibit C
OAK #4862-8048-1163 (Rev 10-23)
Consultant shall furnish the City with original Certificates of Insurance including all required
amendatory endorsements (or copies of the applicable policy language effecting coverage
required by this clause) and a copy of the Declarations and Endorsement Page of the CGL policy
listing all policy endorsements to City before work begins. However, failure to obtain the
required documents prior to the work beginning shall not waive 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.
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OAK #4862-8048-1163 (Rev 10-23)
CERTIFICATE OF CONSULTANT
I HEREBY CERTIFY that I am the __________________________________, and a
duly authorized representative of the firm of _____________________________________,
whose address is ______________________________________________________, and that
neither I nor the above firm I here represent has:
a) Employed or retained for a commission, percentage, brokerage, contingent
fee, or other consideration, any firm or person (other than a bona fide
employee working solely for me or the above consultant) to solicit to
secure this Agreement.
b) Agreed, as an express or implied condition for obtaining this contract, to
employ or retain the services of any firm or person in connection with
carrying out the Agreement; or
c) Paid, or agreed to pay, to any firm, organization or person (other than a
bona fide employee working solely for me or the above consultant) any
fee, contribution, donation, or consideration of any kind for, or in
connection with, procuring or carrying out the Agreement;
Except as here expressly stated (if any);
I acknowledge that this certificate is subject to applicable State and Federal laws, both
criminal and civil.
_________________ ___________________________________
Date Signature
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Executive Vice President
Mark Thomas & Company, Inc.
2/17/2026
2833 Junction Avenue, Suite 110, San Jose, CA 95134
OAK #4862-8048-1163 (Rev 10-23)
MASTER AGREEMENT FOR CONSULTANT SERVICES
This MASTER AGREEMENT FOR CONSULTANT SERVICES (“Agreement”) is
entered into as of the _____ day of _______________, 2026, by and between the City of Rohnert
Park (“City”), a California municipal corporation, and MatriScope Engineering Laboratories,
Inc. (“Consultant”), a California corporation, with reference to the following facts,
understandings and intentions.
Recitals
WHEREAS, City desires to obtain services designated in Exhibit A; and
WHEREAS, Consultant hereby warrants to City that Consultant is skilled and able to
provide such services described in Section 3 of this Agreement; and
WHEREAS, City desires to retain Consultant pursuant to this Agreement to provide the
services described in Section 3 of this Agreement, subject to the terms and conditions of this
Agreement
Agreement
NOW, THEREFORE, in consideration of their mutual covenants, the parties hereto agree
as follows:
1. Incorporation of Recitals. The recitals and all defined terms set forth above are
hereby incorporated into this Agreement as if set forth herein in full.
2. Project Coordination. Authorized representatives shall represent City and
Consultant in all matters pertaining to this Agreement.
A. City. The City Manager or his/her designee shall represent City for all
purposes under this Agreement, except where approval for the City is specifically required by the
City Council. The CIP Program Manager is hereby designated as the project manager (“Project
Manager”). The Project Manager shall supervise the progress and execution of this Agreement.
B. Consultant. Consultant shall assign Nicholas Nguy to have overall
responsibility for the progress and execution of this Agreement for Consultant.
3. Scope and Performance of Services
A. Scope of Services. Subject to such policy direction and approvals as City
may determine from time to time, Consultant shall perform the type of services generally set out
in the Scope of Work attached hereto as Exhibit A and incorporated herein by reference.
Consultant shall be assigned to provide particular services pursuant to the requirements of a task
order that has been issued in conformance with the City’s Purchasing Policy (“Task Order”)
executed by Consultant and City.
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OAK #4862-8048-1163 (Rev 10-23)
B. Time of Performance. The services of Consultant are to commence upon
receipt of a written notice to proceed from City, but in no event prior to receiving a fully
executed agreement from City and obtaining and delivering the required insurance coverage, and
satisfactory evidence thereof, to City. Consultant shall perform its services in accordance with
the schedule attached to the Task Order. Any changes to these dates in either this Section 3 or
the Task Order shall be approved in writing by the Project Manager.
C. Standard of Quality. City relies upon the professional ability of
Consultant as a material inducement to entering into this Agreement. All work performed by
Consultant under this Agreement shall be performed (1) with due diligence, using its best efforts
to perform and coordinate all activities in a timely manner; (2) in accordance with all applicable
legal requirements; and (3) with the standard of quality ordinarily 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: (1) for services provided
directly under this Agreement be at the rate and schedules more particularly described in Exhibit
B, attached hereto and incorporated by this reference; or (2) for services authorized by Task
Orders, be at the rate and schedules specified by said Task Order. However, in no event shall the
amount City pays to Consultant for services provided directly under this Agreement exceed
fifteen thousand dollars ($15,000.00); nor shall the amount City pays to Consultant for work
done by Task Order exceed the total compensation specified by the Task Order. City’s
obligation to pay compensation to Consultant as provided herein is contingent upon Consultant’s
compliance with the terms and conditions of this Agreement and any amendments thereto.
Payment by City under this Agreement shall not be deemed a waiver of unsatisfactory work,
even if such defects were known to the City at the time of payment.
(1) Consultant services shall be performed on a Time and Materials
basis, not-to-exceed the amounts listed in each specific Task
Order, in accordance with the Schedule of Fees and Services
including the Basis of Charges attached therein as Exhibit B.
B. Timing of Payment. City shall pay Consultant as compensation in full for
such services and expenses for the different elements of the scope of work as follows:
(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.
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(2) Payments due and payable to Consultant for current services must
be within the current budget and within an available, unexhausted and unencumbered
appropriation of the City. In the event the City has not appropriated sufficient funds for payment
of Consultant services beyond the current fiscal year, this Agreement shall cover only those costs
incurred up to the conclusion of the current fiscal year; payment for additional work is
conditional upon future City appropriation.
C. Changes in Compensation. Consultant will not undertake any work that
will incur costs in excess of the amount set forth in Section 4(A) of this Agreement without prior
written amendment to this Agreement. City shall have the right to amend the Scope of Work
within the Agreement by written notification to the Consultant. In such event, the compensation
and time of performance shall be subject to renegotiation upon written demand of either party to
the Agreement. Consultant shall not commence any work exceeding the Scope of Work without
prior written authorization from the City. Failure of the Consultant to secure City’s written
authorization for extra or changed work shall constitute a waiver of any and all right to
adjustment in the contract price or time due, whether by way of compensation, restitution,
quantum meruit, etc. for work done without the appropriate City authorization.
D. Taxes. Consultant shall pay all taxes, assessments and premiums under
the federal Social Security Act, any applicable unemployment insurance contributions, Workers
Compensation insurance premiums, sales taxes, use taxes, personal property taxes, or other taxes
or assessments now or hereafter in effect and payable by reason of or in connection with the
services to be performed by Consultant.
E. No Overtime or Premium Pay. Consultant shall receive no premium or
enhanced pay for work normally understood as overtime, i.e., hours that exceed forty (40) hours
per work week, or work performed during non-standard business hours, such as in the evenings
or on weekends. Consultant shall not receive a premium or enhanced pay for work performed on
a recognized holiday. Consultant shall not receive paid time off for days not worked, whether it
be in the form of sick leave, administrative leave, or for any other form of absence.
F. Litigation Support. Consultant agrees to testify at City’s request if
litigation is brought against City in connection with Consultant’s work product. Unless the
action is brought by Consultant or is based upon Consultant’s negligence, City will compensate
Consultant for the preparation and the testimony at Consultant’s standard hourly rates, if
requested by City and not part of the litigation brought by City against Consultant.
5. Term. The term of this Agreement shall commence on the date of its execution
by both parties and shall continue in full force and effect until December 31, 2029, unless earlier
terminated in accordance with this Agreement. Notwithstanding the foregoing, this Agreement
may be extended for successive one-year term(s) upon mutual, written approval by the City
Manager or his/her designee and Consultant. Work authorized by a separate Task Order as
contemplated by this Agreement shall be performed in accordance with the schedule set forth in
the Task Order.
6. Inspection. Consultant shall furnish City with every reasonable opportunity for
City to ascertain that the services of Consultant are being performed in accordance with the
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requirements and intentions of this Agreement. All work done and all materials furnished, if
any, shall be subject to the Project Manager’s inspection and approval. The inspection of such
work shall not relieve Consultant of any of its obligations to fulfill the Agreement as prescribed.
7. Ownership of Documents. Title, including the copyright and all intellectual
property rights, to all plans, specifications, maps, estimates, reports, manuscripts, drawings,
descriptions, designs, data, photographs, reports and any other final work products compiled,
prepared or obtained by the Consultant under the Agreement shall be vested in City, none of
which shall be used in any manner whatsoever, by any person, firm, corporation, or agency
without the expressed written consent of the City. Consultant shall assume no responsibility for
the unintended use by others of such final work products which are not related to the scope of the
services described under this Agreement. Basic survey notes and sketches, charts, computations,
and other data prepared or obtained under the Agreement shall be made available, upon request,
to City without restriction or limitations on their use. Consultant may retain copies of the above-
described information but agrees not to disclose or discuss any information gathered, discussed
or generated in any way through this Agreement without the written permission of City during
the term of this Agreement, unless required by law.
8. Employment of Other Consultants, Specialists or Experts. Consultant will not
employ or otherwise incur an obligation to pay other consultants, specialists or experts for
services in connection with this Agreement without the prior written approval of the City.
9. Conflict of Interest Requirements.
A. Consultant covenants and represents that neither it, nor any officer or
principal of its firm, has, or shall acquire any investment, income, business entity, interest in real
property, or other interest, directly or indirectly, which would conflict in any manner with the
interests of City, hinder Consultant’s performance of services under this Agreement, or be
affected in any manner or degree by performance of Consultant’s services hereunder. Consultant
further covenants that in the performance of the Agreement, no person having any such interest
shall be employed by it as an officer, employee, agent, or subcontractor without the express
written consent of the City. Consultant agrees at all times to avoid conflicts of interest, or the
appearance of any conflicts of interest, with the interests of the City in the performance of the
Agreement.
B. Consultant is not a designated employee within the meaning of the
Political Reform Act because Consultant:
(1) will not have the power to make any governmental decision,
including whether to: approve any rates, rules, regulations, policies, standards, or guidelines of
the City or any of its subdivisions; adopt or enforce any laws; issue, deny, suspend, or revoke
any permit, license, application, certificate, order, or any similar authorization or entitlement;
authorize, modify, or renew any form of City contract; grant approval to any City contract
specifications on behalf of the City; or grant City approval for any plans, designs, reports, or
similar; and
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(2) will not participate in the making of any governmental decision in
the equivalent of a staff capacity. For the purposes of this provision, “participating in a
governmental decision” includes providing information, an opinion, or a recommendation
directly to any person at the City empowered to make a decision on behalf of the City without
significant intervening substantive review; and
(3) will not perform the same duties for the City that would otherwise
be performed by a staff member required to report under the City’s conflict of interest code.
(2 Cal. Code Regs. § 18700.3.)
10. Liability of Members and Employees of City. No member of the City and no
other officer, elected official, employee or agent of the City shall be personally liable to
Consultant or otherwise in the event of any default or breach of the City, or for any amount
which may become due to Consultant or any successor in interest, or for any obligations directly
or indirectly incurred under the terms of this Agreement. To the maximum extent permitted by
law, the City shall have no liability or responsibility for any accident, loss, or damage to any
work performed under this Agreement whether prior to its completion or acceptance or
otherwise.
11. Indemnity.
A. Indemnification. To the fullest extent permitted by law, Consultant shall,
at its own expense, indemnify, protect, defend (by counsel reasonably satisfactory to the City)
and hold harmless City and any and all of its officers, officials, employees, agents and volunteers
(“Indemnified Parties”) from and against any and all liability (including liability for claims,
demands, damages, obligations, suits, actions, arbitration proceedings, administrative
proceedings, regulatory proceedings, losses, expenses or costs of any kind, whether actual,
alleged or threatened, including attorneys’ fees and costs, court costs, interest, defense costs and
expert witness fees) of any nature (“Liability”), whether actual, alleged or threatened, which
arise out of, pertain to, or relate to the performance or failure to comply with this Agreement,
regardless of any fault or alleged fault of the Indemnified Parties.
1. 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.
2. The only exception to Consultant’s responsibility to indemnify,
protect, defend, and hold harmless the Indemnified Parties from Liability is due to the active
negligence or willful misconduct of City or its elective or appointive boards, officers, agents and
employees.
B. Scope of Obligation. Consultant’s duty to indemnify, protect, defend and
hold harmless as set forth in this Section 11 shall include the duty to defend (by counsel
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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.
C. Consultant’s duty to indemnify, protect, defend and hold harmless as set
forth in this Section 11 shall not be excused because of the Consultant’s inability to evaluate
Liability, or because the Consultant evaluates Liability and determines that the Consultant is not
or may not be liable. 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 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 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 Consultant
accepts the tender, whichever occurs first. Consultant agrees to fully reimburse all costs,
including but not limited to attorney’s fees and costs and fees of litigation incurred by the City in
responding to matters prior to Consultant’s acceptance of the tender.
12. Independent Contractor. It is expressly agreed that Consultant, in the
performance of the work and services agreed to be performed by Consultant, shall act as and be
an independent contractor and not an agent or employee of City and shall have responsibility for
and control over the details and means of providing its services under this Agreement.
Consultant shall furnish, at its own expense, all labor, materials, equipment, tools, transportation
and services necessary for the successful completion of the services under this Agreement. As
an independent contractor, Consultant shall obtain no rights to retirement benefits or other
benefits which accrue to City’s employees, and Consultant hereby expressly waives any claim it
may have to any such rights. Consultant, its officers, employees and agents shall not have any
power to bind or commit the City to any decision.
13. Compliance with Laws.
A. General. Consultant shall use the standard of care in its profession to
comply with all applicable federal, state, and local laws, codes, ordinances, and regulations.
Consultant represents and warrants to City that it has and shall, at its sole cost and expense, keep
in effect or obtain at all times during the term of this Agreement any licenses, permits, insurance
and approvals which are legally required for Consultant to practice its profession. City is not
responsible or liable for Consultant’s failure to comply with any or all of the requirements
contained in this paragraph or in this Agreement.
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B. Workers’ Compensation. Consultant certifies that it is aware of the
provisions of the California Labor Code which require every employee to be insured against
liability for workers’ compensation or to undertake self-insurance in accordance with the
provisions of that Code, and Consultant certifies that it will comply with such provisions before
commencing performance of the Agreement and at all times in the performance of the
Agreement.
C. Prevailing Wage. Consultant and Consultant’s subcontractors (if any)
shall, to the extent required by the California Labor Code, pay not less than the latest prevailing
wage rates to workers and professionals as determined by the Director of Industrial Relations of
the State of California pursuant to California Labor Code, Part 7, Chapter 1, Article 2. Copies of
the applicable wage determination are on file at the City’s office of the City Clerk.
D. Injury and Illness Prevention Program. Consultant certifies that it is aware
of and has complied with the provisions of California Labor Code § 6401.7, which requires
every employer to adopt a written injury and illness prevention program.
E. Business Licenses. Unless exempt by law, Consultant and all
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. Confidential Information. All data, documents, discussions or other information
developed or received by or for Consultant in performance of this Agreement are confidential
and not to be disclosed to any person except as authorized by City, or as required by law.
15. Assignment; Subcontractors; Employees
A. Assignment. Consultant shall not assign, delegate, transfer, or convey its
duties, responsibilities, or interests in this Agreement or any right, title, obligation, or interest in
or to the same or any part thereof without the City’s prior written consent, which shall be in the
City’s sole discretion. Any assignment without such approval shall be void and, at the City’s
option, shall immediately cause this Agreement to terminate.
B. Subcontractors; Employees. Consultant shall be responsible for
employing or engaging all persons necessary to perform Consultant’s services hereunder. No
subcontractor of Consultant shall be recognized by the City as such; rather, all subcontractors are
deemed to be employees of Consultant, and Consultant agrees to be responsible for their
performance. Consultant shall give its personal attention to the fulfillment of the provisions of
this Agreement by all of its employees and subcontractors, if any, and shall keep the work under
its control. If any employee or subcontractor of Consultant fails or refuses to carry out the
provisions of this Agreement or appears to be incompetent or to act in a disorderly or improper
manner, it shall be discharged immediately from the work under this Agreement on demand of
the Project Manager.
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16. Insurance. Without limiting Consultant’s indemnification provided herein,
Consultant shall, at its own expense, procure and maintain insurance that complies with the
requirements set forth in Exhibit C to this Agreement, which is attached hereto and incorporated
by reference. Consultant shall upon thirty (30) days’ written notice comply with any changes in
the amounts and terms of insurance as may be required from time-to-time by City’s risk
manager.
17. Termination of Agreement; Default.
A. This Agreement and all obligations hereunder may be terminated at any
time, with or without cause, by the City upon five (5) days’ written notice to Consultant.
B. If Consultant fails to perform any of its obligations under this Agreement
within the time and in the manner herein provided or otherwise violates any of the terms of this
Agreement, in addition to all other remedies provided by law, City may terminate this
Agreement immediately upon written notice. In such event, Consultant shall be entitled to
receive as full payment for all services satisfactorily rendered and expenses incurred hereunder,
an amount which bears the same ratio to the total fees specified in the Agreement as the services
satisfactorily rendered 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 Consultant’s breach of the Agreement.
C. In the event City terminates this Agreement without cause, Consultant
shall be entitled to any compensation owed to it up to the time of such termination, it being
understood that any payments are full compensation for services rendered prior to the time of
payment.
D. Upon termination of this Agreement with or without cause, Consultant
shall turn over to the City Manager immediately any and all copies of studies, sketches,
drawings, computations, and other data, whether or not completed, prepared by Consultant or its
subcontractors, if any, or given to Consultant or its subcontractors, if any, in connection with this
Agreement. Such materials shall become the permanent property of the City. Consultant,
however, shall not be liable for the City’s use of incomplete materials nor for the City’s use of
complete documents if used for other than the project contemplated by this Agreement.
18. Suspension. The City shall have the authority to suspend this Agreement and the
services contemplated herein, wholly or in part, for such period as it deems necessary due to
unfavorable conditions or to the failure on the part of the Consultant to perform any provision of
this Agreement. Consultant will be paid for satisfactory services performed prior to the date of
suspension. During the period of suspension, Consultant shall not receive any payment for
services or expenses incurred by Consultant by reason of such suspension.
19. Merger; Amendment. This Agreement constitutes the complete and exclusive
statement of the agreement between City and Consultant and shall supersede all prior
negotiations, representations, or agreements, either written or oral. This document may be
amended only by written instrument, signed by both the City and Consultant. All provisions of
this Agreement are expressly made conditions.
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20. Interpretation. This Agreement shall be interpreted as though it was a product of
a joint drafting effort, and no provisions shall be interpreted against a party on the ground that
said party was solely or primarily responsible for drafting the language to be interpreted.
21. Litigation Costs. If either party becomes involved in litigation arising out of this
Agreement or the performance thereof, the court in such litigation shall award reasonable costs
and expenses, including attorneys’ fees, to the prevailing party. In awarding attorneys’ fees, the
court will not be bound by any court fee schedule, but shall, if it is in the interest of justice to do
so, award the full amount of costs, expenses, and attorneys’ fees paid or incurred in good faith.
22. Time Is of the Essence. Time is of the essence in this Agreement. Upon receipt
of a written notice from City to proceed with work required by a Task Order, Consultant shall
immediately commence work to perform the services required by that Task Order according to
the time requirements set in the Task Order.
23. Written Notification. Any notice, demand, request, consent, approval or
communication that either party desires or is required to give to the other party shall be in
writing and either served personally or sent by prepaid, first-class mail. Any such notice,
demand, etc. shall be addressed to the other party at the address set forth below. Either party
may change its address by notifying the other party in writing 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.
If to City: City Clerk
City of Rohnert Park - City Hall
130 Avram Avenue
Rohnert Park, CA 94928
If to Consultant: MatriScope Engineering Laboratories, Inc.
Attn: Nicholas Nguy
6244 Preston Avenue
Livermore, CA 94551
24. Consultant’s Books and Records.
A. Consultant shall maintain any and all ledgers, books of account, invoices,
vouchers, canceled checks, and other records or documents evidencing or relating to charges for
services, or expenditures and disbursements charged to City and all documents and records
which demonstrate performance under this Agreement for a minimum period of three (3) years,
or for any longer period required by law, from the date of termination or completion of this
Agreement.
B. Any records or documents required to be maintained pursuant to this
Agreement shall be made available for inspection or audit, at any time during regular business
hours, upon written request by the City Attorney, City Auditor, City Manager, or a designated
representative of any of these officers. Copies of such documents shall be provided to City for
inspection when it is practical to do so. Otherwise, unless an alternative is mutually agreed
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upon, the records shall be available at Consultant’s address indicated for receipt of notices in this
Agreement.
C. The City may, by written request by any of the above-named officers,
require that custody of the records be given to the City and that the records and documents be
maintained in the City Manager's office.
25. Agreement Is Binding. The terms, covenants, and conditions of this Agreement
shall apply to, and shall bind, the heirs, successors, executors, administrators, assigns, and
subcontractors of both parties.
26. Equal Employment Opportunity. Consultant is an equal opportunity employer
and agrees to comply with all applicable state and federal regulations governing equal
employment opportunity. Consultant will not discriminate against any employee or applicant for
employment because of race, religion, age, sex, creed, color, sexual orientation, marital status or
national origin. Consultant will take affirmative action to ensure that applicants are treated
during such employment without regard to race, religion, age, sex, creed, color, sexual
orientation, marital status, or national origin. Such action shall include, but shall not be limited
to, the following: employment, upgrading, demotion, or transfer; recruitment or recruitment
advertising; lay-offs or termination; rates of pay or other forms of compensation; and selection
for training, including apprenticeship. Consultant further agrees to post in conspicuous places,
available to employees and applicants for employment, notices setting forth the provisions of this
nondiscrimination clause.
27. Non-Exclusive Agreement. This is a non-exclusive agreement. City reserves the
right to provide, and to retain other consultants to provide, services that are the same or similar to
the services described in this Agreement.
28. City Not Obligated to Third Parties. The City shall not be obligated or liable for
payment hereunder to any party other than Consultant.
29. Remedies/Waiver. No failure on the part of either party to exercise any term,
covenant, condition, right or remedy hereunder shall operate as a waiver of any other term,
covenant, condition, right or remedy that such party may have hereunder. All remedies
permitted or available under this Agreement, or at law or in equity, are cumulative and
alternative. As a condition precedent to commencing legal action involving a claim or dispute
against the City arising from this Agreement, 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.
30. Severability. If any one or more of the provisions contained herein shall for any
reason be held to be invalid, illegal or unenforceable in any respect, then such provision or
provisions shall be deemed severable from the remaining provisions hereof, and such invalidity,
illegality, or unenforceability shall not affect any other provision hereof, and this Agreement
shall be construed as if such invalid, illegal, or unenforceable provision had not been contained
herein.
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31. Exhibits. The following exhibits are attached to this Agreement and incorporated
herein by this reference:
A. Exhibit A: Scope of Work and Schedule of Performance
B. Exhibit B: Compensation
C. Exhibit C: Insurance Requirements
32. Execution. This Agreement may be executed in several counterparts, each of
which shall constitute one and the same instrument and shall become binding upon the parties
when at least one copy hereof shall have been signed by both parties hereto. In approving this
Agreement, it shall not be necessary to produce or account for more than one such counterpart.
The parties hereby expressly agree to the use of electronic signatures, which shall be deemed to
have the same effect as an original signature.
33. 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.
34. Applicable Law; Venue. This Agreement shall be construed and interpreted
according to California law. In the event that suit shall be brought by either party hereunder, the
parties agree that a trial of such action shall be held exclusively in a state court in the County of
Sonoma, California.
35. Authority. Each individual executing this Agreement on behalf of one of the
parties represents that he or she is duly authorized to sign and deliver the Agreement on behalf of
such party and that this Agreement is binding on such party in accordance with its terms.
IN WITNESS WHEREOF, City and Consultant have executed this Agreement as of the date first
above written.
CITY OF ROHNERT PARK MATRISCOPE ENGINEERING
LABORATORIES, INC.
By: __________________________________
Marcela Piedra, City Manager (Date)
By:
Robert Tadlock, CEO (Date)
Per Resolution No. 2026-______adopted by the Rohnert
Park City Council at its meeting of
___________________, 2026.
By: _________________________________
Tracy Rankin, Interim Risk Manager (Date)
By: _________________________________
Betsy Howze, Finance Director (Date)
MATRISCOPE ENGINEERING
LABORATORIES, INC.
By:
Nicholas Nguy, Controller (Date)
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APPROVED AS TO FORM:
By: __________________________________
Michelle Marchetta Kenyon, City Attorney
ATTEST:
By: __________________________________
Sylvia Lopez Cuevas, City Clerk
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Exhibit A: Scope of Services
Geotechnical Engineering
• Bedrock excavation & rip ability studies
• Cement treated base or lime treated
sub-grade design
• Distressed structure investigations
• Drilled pier observations
• Driven piles analysis
• Due diligence feasibility studies
• Floor flatness studies
• Foundation investigations
• Geotechnical engineering
• Installation & monitoring of piezometers
and settlement gauges
• On-site geotechnical testing
• Pavement analysis & design
• Pile load test and driving observations
• Preliminary & design-level geotechnical
investigations
• Seepage studies
• Seismic surveys
• Site-specific earthquake ground
response analyses
• Slope & embankment stability studies
• Soil & engineering reports
• Supervision of ground improvement
construction
Exhibit A: Scope of Services
Services
Our advanced laboratory facilities and testing capabilities allow us to deliver accurate, objective, and helpful
information for construction projects. As a result, we deliver services that assist our clients in reducing costs,
increasing construction efficiency, and ensure standards compliance. We proudly offer the following services:
Special Inspections
• Asphalt batch plant and pavement inspection
• Combination building inspection
• Complete laboratory testing of soil, asphalt,
concrete, masonry, steel, fire-proofing, roofing
and other construction materials
• Concrete batch plant inspection
• Concrete strength testing, mix design and
evaluation
• Field inspection and control of masonry
construction
• Post-tension and reinforcing steel inspection
• Soil compaction testing and inspection
• Steel fabrication inspection
• Weld inspection and testing
• Coating thickness
• Floor flatness evaluation
• Ground penetrating radar
• Liquid penetrant inspection
• Magnetic particle inspection
• Schmidt hammer
• Ultrasonic inspection
• Visual inspection
• Weld procedure and welder performance
certification
• X-ray and isotope radiography
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Docusign Envelope ID: 85858069-2F56-450F-99FA-08C543BB745D
Exhibit A: Scope of Services
EXISTING BUILDING SURVEY &
DESTRUCTIVE TESTING
•Anchorage and condition assessments of building
facades and veneers
•Coefficient of Friction testing
•Compressive strength and tensile testing of various
materials
•Concrete / masonry core sampling
•Coring in City Right of Way
•Corrosion studies on reinforced concrete and
structural steel structures
•Crack investigations of concrete members and
structures
•Crack and deflection monitoring
•Deterioration studies of concrete exhibiting alkali
silica reaction, sulfate attack and other deleterious
effects
•Fire damage investigations
•F-Number measurement
•Foundation surveys
•Full-scale structural load testing
•Glu-lam delamination / deterioration investigations
•In-place masonry shear testing
•Moisture emission testing of concrete floor slabs
•Moisture infiltration investigations of concrete slabs
•Material Investigations and condition surveys of
existing structures
•Physical and chemical testing of structural steel and
reinforcing bars
•Rebound hammer (Schmidt Hammer)
•Testing of existing or newly installed anchorage
•Testing of existing or newly installed amchorage
into concrete, masonry and other materials related
to floor, wall, false ceiling and cladding connections
(i.e., tension and shear tests)
•Verification of reinforcing steel within concrete
members (i.e. pachometer)
•Wood moisture testing
Exhibit A: Scope of Services
14
Docusign Envelope ID: 85858069-2F56-450F-99FA-08C543BB745D
Exhibit A: Scope of Services
QA & QC Testing
•On-site engineer for construction
•Immediate test results and reports
•Continuity of personnel
•Constant communication with the client and job site
•Familiarity with practices and procedures at the site
•Full-service laboratory for remote projects
Laboratory Testing
•Aggregate testing
•Asphalt concrete testing
•Concrete testing
•High-strength bolt testing
•Masonry materials testing
•Soil-cement & grout testing
•Soils testing
•Structural steel & rebar testing
•Shotcrete
•Wood
•Fireproofing & Fire Stopping
•Geotechnical Analytical Testing
Environmental Engineering
•Phase I Site Assessments & Compliance Audits
•Phase II Subsurface Investigations
•Risk Assessments
•Site Assessment Reports (SAR)
•Radon / Asbestos / Lead Testing
•Indoor Air Quality
•Environmental Drilling
•Soil & Groundwater Remediation & Sampling
•Storm Water Management Plans
Exhibit A: Scope of Services
15
Docusign Envelope ID: 85858069-2F56-450F-99FA-08C543BB745D
Exhibit A: Scope of Services
Exhibit A: Scope of Services
Professional & Qualified Service
Our seasoned Engineering Technicians and Special
Inspectors provide quality assurance and quality control
management for a variety of projects including providing
project inspector and special inspection services
during construction of large scale projects throughout
the state of California. We offer building inspectors for
commercial and contract work associated with state
funded, local building departments, in addition to
special inspectors who perform structural inspections
related to earthwork, concrete, prestressed concrete,
shotcrete, masonry, structural steel, and fireproofing.
All on-site inspections are performed in accordance
with the California Building Code and local jurisdictions.
Our Geotechnical Engineering Professionals have
extensive experience preparing foundation designs
and engineering recommendations for projects located
within the greater Sacramento Valley and Bay Area, San
Joaquin Valley, and Tahoe basin areas.
During construction, unforeseen subsurface and
weather conditions can significantly impact any
project. MatriScope has helped its clients troubleshoot
numerous unexpected issues during construction. We
provide timely services to mitigate obstacles caused
by adverse weather, unforeseen soil and groundwater
conditions, soil and construction materials quality
issues, permitting, code compliance, and design/
construction change orders.
MatriScope’s philosophy is to maintain proactive
communication with all pertinent individuals and to
provide timely responses to the project’s needs to
minimize the financial and timing impact from those
unexpected conditions, should they occur.
Our Laboratory
Management and coordination of services will
be performed from our full-service, 16,500 sq. ft.
Sacramento headquarter, which accommodates the
company’s current staff as well as our state-of-the art
accredited materials testing laboratory.
•Division of the State Architect (DSA LEA-138)
•Cement and Concrete Reference Library (CCRL
No. U-911)
•Association of State Highway Transportation
Officials (AASHTO)
•American Materials Reference Laboratory (AMRL
No. 607-J)
•HCAI/OSPHD Certification
•California Department of General Services, Small
Business Enterprise (SBE Ref No. 14741)
•CA Council of Testing & Inspection Agencies
(CCTIA)
•Member & Approved by Competency Advisory
Program
•United States Army Corp of Engineers Laboratory
Certification (USACE)
•Numerous County and City Approvals/
Registrations
16
Docusign Envelope ID: 85858069-2F56-450F-99FA-08C543BB745D
MatriScope Engineering Laboratories, Inc.
Sacramento (916) 375-6700 ● Livermore 925-606-7700
July 1, 2025 Certified/Accredited by DSA/LEA, AASHTO, AMRL, CCRL, & USACE Page 1 of 7
Engi ri g L bor tori s I c.
GEOTECHNICAL ENGINEERING, CONSTRUCTION MATERIALS
TESTING AND SPECIAL INSPECTION SERVICES-A
2025-2026 SCHEDULE OF FEES AND SERVICES
PROFESSIONAL SERVICES
1020 Senior Staff Professional ....................................... 245.00/hour
1030 Geotechnical Engineer, Sr. Project Manager ........ 245.00/hour
1025 Project Engineer .................................................... 205.00/hour
1205 Resident Engineer ................................................. 195.00/hour
1040 Project Manager .................................................... 205.00/hour
1130 Quality Control Manager ........................................ 195.00/hour
1815 Senior Building Inspector, Field / Lab Supervisor . 175.00/hour
1170 Laboratory Technician, Draftsman / CAD ............. 155.00/hour
1190 Technical Assistant, Administrative ....................... 105.00/hour
INSPECTION AND TESTING SERVICES
Soils / Asphalt Concrete:
2140 Soil Compaction w/Nuclear Gauge, Sand Cone . $125.00/hour
2100 Soils Grading Observation & Sampling ................. 125.00/hour
2580 AC Compaction Testing & Observation ................ 125.00/hour
2111 AC Placement Obs. & Sampling w/o compaction . 125.00/hour
2600 AC Batch Plant Inspection / Sampling ................... 125.00/hour
2110 Material Sampling / Transportation........................ 125.00/hour
2375 Pile / Pier Ground Improvement Observation ....... 175.00/hour
Portland Cement Concrete / Shotcrete / Gunite:
3300 Cast In Place Concrete Inspection & Testing ...... $125.00/hour
3305 ACI Sampling and Testing ..................................... 125.00/hour
3700 Concrete Batch Plant Inspection ........................... 125.00/hour
3460 HS Grout Inspection & Testing .............................. 125.00/hour
3400 Pre-Cast Concrete Plant Inspection ...................... 125.00/hour
3350 Shotcrete / Gunite Inspection ................................ 125.00/hour
3350 DSA Shotcrete / Gunite Placement Inspection ..... 245.00/hour
Reinforcing Steel / PT Strand:
3200 Post Tension / Concrete Reinforcing Inspection . $125.00/hour
3860 Rebar Sampling / Tagging ..................................... 125.00/hour
3500 Post-Tensioned Stressing Observation ................. 125.00/hour
Masonry:
4200 Masonry Inspection................................................ 125.00/hour
4530 Masonry Brick / Veneer Inspection ........................ 125.00/hour
4400 Masonry Rebar / Grout Inspection & Testing ........ 125.00/hour
4860 Sampling / Tagging Masonry Units ....................... 125.00/hour
4205 DSA Continuous Masonry Inspection ................. $245.00/hour
Structural Steel:
5030 Shop Welding Inspection, Material Identification $125.00/hour
5070 Shop Non-Destructive Testing MT, UT & PT .........125.00/hour
5530 Field Welding Inspection ........................................125.00/hour
5500 High Strength Bolting Inspection ............................125.00/hour
5570 Field Non-Destructive Testing MT, UT & PT ..........135.00/hour
5860 Sampling & Tagging H.S. Bolts, Metals ................125.00/hour
1125 Certified AWS Certified Welding Inspector ............135.00/hour
1145 NDT Level III Supervisor ........................................195.00/hour
5204 WPS & Qualifications Review ................................195.00/hour
5580 Radiography Testing ..............................................565.00/hour
Spray-Applied Fire Resistive Materials (SFRM) Fireproofing:
7250 Fireproofing Inspection ........................................ $125.00/hour
7850 Fireproofing Cohesion / Adhesion Testing .............125.00/hour
7875 Firestopping Inspection ..........................................225.00/hour
Roof / Wood / Waterproofing Division:
7320 Roofing Inspection ............................................... $225.00/hour
6100 Wood Frame, Nailing Inspection ............................125.00/hour
6220 Glue Laminated Beam’s .........................................325.00/hour
7100 Waterproofing Inspection .......................................225.00/hour
Specialty Testing Division:
3480 Anchor Load / Torque Testing ............................. $125.00/hour
3470 Epoxy & Expansion Anchor / Dowel Inspection .....125.00/hour
3840 Pachometer Evaluation ..........................................225.00/hour
3835 Schmidt Hammer Testing .......................................225.00/hour
1145 Ground Penetrating Radar Survey (GPR) ............325.00/hour
3830 Floor Flatness Evaluation (Ff / Fl) .........................295.00/hour
3710 Concrete Floor Vapor Emission Testing ................225.00/hour
3475 Fiber Reinforced Polymer Inspection (FRP) ..........225.00/hour
9703 Coatings Inspection ................................................245.00/hour
1115 Coring Technician, One Man..................................335.00/hour
1145 Senior Specialty Technician ...................................245.00/hour
Sample Pick-Up and Equipment Transport:
0209 Sample & Equipment Pick-Up / Delivery ............. $105.00/hour
Transportation of samples when scheduled outside of normal business
hours will incur premium rates. Note: Above rates shall be defined as
“Basic Rates”; these rates do not include any applicable premium rates
as presented in the Basis of Charges.
FIELD TESTING EQUIPMENT RATES
1010 Anchor Pull Jack, Torque Wrench ....................... $25.00/hour
1100 Nuclear Gauge or Sand Cone ............................... 25.00/hour
1025 Skidmore Wilhelm H.S. Bolt Calibrator .................. 45.00/hour
1060 UT / MT / PT Gauge ............................................... 25.00/hour
1140 Floor Flatness ......................................................... 85.00/hour
1035 Paint Coating Gauge / Moisture Meter ................. 25.00/hour
1200 GPR / X-Ray (Cesium 192) ................................... 95.00/hour
1050 Pachometer / Schmidt Hammer ...........................$30.00/hour
1105 Coring Equipment (Machine, generator, etc.) .....105.00/hour
1120 Core Barrel Usage (per inch drilled) ......................... 15.00/inch
1160 SFRM Cohesion, Vapor Emission, RH/pH........ 105.00/each
1200 Fiber Reinforced Polymer Test Pucks ................... 75.00/each
1170 Concrete Testing (Air Meter, Slump, Scale) ....... 25.00/hour
17
EXHIBIT BDocusign Envelope ID: 85858069-2F56-450F-99FA-08C543BB745D
MatriScope Engineering Laboratories, Inc.
Sacramento (916) 375-6700 ● Livermore 925-606-7700
July 1, 2025 Certified/Accredited by DSA/LEA, AAASHTO, AMRL, CCRL, & USACE Page 2 of 7
Engi ri g L bor tori s I c.
2025-2026 SCHEDULE OF FEES AND SERVICES - A
GEOTECHNICAL ENGINEERING, CONSTRUCTION MATERIALS
TESTING AND SPECIAL INSPECTION SERVICES
BASIS OF CHARGES
Minimums and Premium Charges:
MatriScope’s field inspection and testing services have minimum charges and
premium time rates, including the following.
Minimums & Increments: Hours
Show-Up Cancellation Time* ........................................................................... 2
Work Performed 0-4 hours ............................................................................... 4
Work Performed 4-8 hours ............................................................................... 8
Work Performed + 8 hours ............................................................................... 2
When required to work thru lunch ............................... 0.5 Hr @ 2X Basic Rate
*Show-up time for scheduled work with no work performed and notice of
cancellation of less than 4 hours (notice must be provided by telephone to
our dispatcher during normal business hours of 8:00 AM to 4:00 PM).
Premium time rates will apply for work performed outside of normal
business hours.
Premium Charges Added to Hourly Rates*:
Shift Differential** ................................................................... Basic Rate + 20%
Over 8 hours on Weekdays ..................................................... 1.5 x Basic Rate
First 8 hours on Saturday ......................................................... 1.5 x Basic Rate
Over 12 hours on Weekdays ...................................................... 2 x Basic Rate
Over 8 hours on Saturday ........................................................... 2 x Basic Rate
Sunday and Holidays .................................................................. 2 x Basic Rate
* Shall also apply to Professional Services Staff
** A Shift schedule starts after 2:00 PM or before 4:00 AM and requires 5
consecutive days of service during our normal work week. Less than 5 days
of consecutive shift work will result in additional charges including OT and DT
due to rescheduling staff around our normal workday schedule.
Travel Time:
Services, including mileage and travel time, are charged portal to portal from
point of dispatch and are included in minimums and increments. Travel time will
be invoiced in accordance with the associated service rate and when applicable
include any premium charges associated with performing the work. Where
specialty equipment is required, such as a nuclear density gauge which must
be stored at our State licensed facility, or proof-load test equipment, the
technician’s reporting location is the laboratory.
Trip Charges:
1030 Trip Charge (0-25/miles of MatriScope office) .................... $80.00/Trip
1030 Trip Charge (26-50/miles of MatriScope office) .................... 95.00/Trip
Reimbursable Expenses:
1010 Mileage .................................................................................. $0.95/Mile
1020 Per Diem (or Cost + 20% whichever is greater) ................. 175.00/Day
1055 Equip. Rental / Cure Box / Notary / Expenses................... Cost + 20%
1055 Outside / Subcontracted Services ..................................... Cost + 20%
1025 Parking / Tolls ..................................................................... Cost + 20%
Final Reports & Affidavits* (Special Inspection Projects Only):
1580 Engineer’s Final Report Letter ...................................$575.00/Permit #
1580 DSA/OSHPD Verified Report .......................................750.00/Permit #
* Outstanding issues of inspection, testing, and payments must be resolved to
MatriScope’s satisfaction prior to release of the final report/affidavit.
Expedited Services (Rush Charge):
Where laboratory tests are to be performed on an immediate need basis (tests to
be initiated out of order received and regardless of the status of other previously
received samples) will be billed additionally for related professional service time.
Same day request for engineering, technical or field inspection service and
accelerated final report processing shall be billed an expediting fee of 50% of the
associated unit rate.
Project Coordination, Engineering, and Management:
1.A minimum of one-half hour per $5,000.00 in invoiced services per
week will be charged for Staff Professional to review daily field
reports, prepare and update non-conformance/exception tracking
records, and preparation of a weekly summary report, smart tablets,
and cloud-based report access.
2.Professional Services performing review of contractor submittals,
laboratory test results, and other professional services are billed two-
hour minimum/increment.
3.Special Handling Fee will be added to all invoices for Client required
customization to standard processes such as billing, certified payroll,
pay applications, special dispatch requests, etc.……….……….…3%
4. Project Administration Fee will be added to all invoices to cover project
administration costs related to office project coordination, standard
dispatch, report processing, typing, postage, and on-line access to all
reports……………………………………………..…………….…......15%
Invoices will be submitted on a bi-weekly basis and are due upon receipt. Unpaid
invoices aged beyond 30 days of the invoice date are subject to late charges equal
to 1.5 % per month until paid. All services are billed on a time and material basis in
accordance with this schedule of fees and/or, if provided, a project specific fee
proposal. It is the client’s responsibility to notify MatriScope in writing prior to the
start of work affected by Prevailing Wage requirements that may be imposed on the
project. Failure to properly notify MatriScope will result in customers being
responsible for all fees, penalties, or other costs associated with meeting these
requirements. In addition, all affected labor rates will be increased 100 percent to
account for additional costs to comply with prevailing wage requirements not
identified in advance of submitting this schedule of fees and/or our project specific
fee proposal.
Coordinated Inspections: If MatriScope or its agents will be performing in-shop
inspections of fabrication or assembly, Client understands that MatriScope may
perform coordinated inspections and bill accordingly. The industry standard
requires that continuous inspection mandates a continuous presence in the facility
for assembly or fabrication.
Anticipated Costs: Client recognizes and agrees that any "anticipated costs",
"budget estimates", or the like that may be prepared by MatriScope are NOT
"guaranteed maximums", "lump sums", or "not-to-exceed” totals. The client will be
invoiced for all work performed.
Subcontractors: As required to accommodate the construction schedule,
MatriScope may use contract special inspectors to augment our staff. Services
performed by contract providers will be billed as MatriScope employees.
Subcontractor rates exceeding our quoted rates will be billed as outside services at
cost plus 20%.
Our Fee Schedule and project specific rates are valid through June 30 of each
year and are subject to a minimum increase of 5.0% on July 1. For services
performed after June 30 fees for any on-going projects will be subject to this
increase as a result of wage increases and cost of living adjustments.
Premium time may be billed when pre-authorized with an email
authorization by the City. If the City request for work outside of normal
business hours, hours remain billable at contract rates and premium labor
differential are compensable as an approved reimbursable or via an
agreed “after-hour” rate.
18
Docusign Envelope ID: 85858069-2F56-450F-99FA-08C543BB745D
MatriScope Engineering Laboratories, Inc.
Sacramento (916) 375-6700 ● Livermore 925-606-7700
July 1, 2025 Certified/Accredited by DSA/LEA, AASHTO, AMRL, CCRL, & USACE Page 3 of 7
Engi ri g L bor tori s I c.
2025-2026 SCHEDULE OF FEES AND SERVICES - A
GEOTECHNICAL ENGINEERING, CONSTRUCTION MATERIALS
TESTING AND SPECIAL INSPECTION SERVICES
LABORATORY TESTING
SOILS AND AGGREGATE TESTS
Compaction Curves - Moisture / Density Relationship:
Standard Proctor ASTM D698 / AASHTO T99
4” mold ............................................................................. $495.00 each
6” mold ............................................................................... 545.00 each
Checkpoint for identification of material ............................ 295.00 each
Modified Proctor ASTM D1557 / AASHTO T180
4” mold ............................................................................... 495.00 each
6” mold ............................................................................... 545.00 each
Checkpoint for identification of material ............................ 295.00 each
Rock Correction of Moisture/Density Curve ASTM D4718
........................................................................................... 265.00 each
California Impact Wet/Dry Method CTM 216
........................................................................................... 595.00 each
Basic Soil and Aggregate Properties:
Acid Solubility
......................................................................................... $345.00 each
Aggregate Angularity AASHTO T304
Fine Aggregate ................................................................. 385.00 each
Clay lumps and Friable Particles ASTM C142
........................................................................................... 385.00 each
Cleanness Value CTM 227
1" x #4 (or finer) ............................................................... 445.00 each
1-1/2” x ¾” ......................................................................... 595.00 each
2-1/2” x 1-1/2” .................................................................. 1250.00 each
Pit Run ............................................................................... 695.00 each
Crushed Particles (percent) CTM 205
........................................................................................... 385.00 each
Durability Index CTM 229
Course Fraction ................................................................. 485.00 each
Fine Fraction ...................................................................... 485.00 each
Flat and Elongated Particles ASTM D4791
........................................................................................... 425.00 each
Los Angeles (LA) Abrasion and Impact ASTM C131/CTM 211
500 revolutions .................................................................. 645.00 each
100 & 500 revolutions ....................................................... 765.00 each
Los Angeles (LA) Abrasion and Impact ASTM C535
(for large size coarse aggregate) 1000 revolutions ....... 895.00 each
Mohs Hardness
........................................................................................... 545.00 each
Organic Impurities in Fine Aggregates ASTM C40 / CTM 213
........................................................................................... 365.00 each
Relative Mortar Strength of Portland Cement Concrete Sand CTM 515
........................................................................................... 975.00 each
Sand Equivalent ASTM D2419/CTM 217
........................................................................................... 465.00 each
Soundness of Aggregates ASTM C88/CTM 214
5 Cycles (billed per fraction) .......................................... 425.00 each
Specific Gravity & Absorption
Fine Aggregate ASTM C128/CTM 207 ............................ 385.00 each
Course Aggregate ASTM C127/CTM 206........................ 395.00 each
Unit Weight (Bulk Density) and Voids in Aggregate ASTM C29/CTM 212
Unit weight (average of 3 tests) ........................................ 375.00 each
Voids in Mineral Aggregate CTM LP-2
Calculated .......................................................................... 385.00 each
Classification and Index Testing:
Atterberg Limits (Plasticity Index) ASTM D4318
Dry Prep Method B .......................................................... $485.00 each
Wet Prep Method A ........................................................... 535.00 each
Classification of Soils (Unified Soil Classification System ASTM D2487
Visual Classification .......................................................... 225.00 each
Stiffness by Torvane/Pocket Penetrometer ................. 245.00 each
Moisture Content ASTM D2216
Individual test ..................................................................... 175.00 each
Moisture and Density ASTM D7263b
Sample Diameter to 3” ...................................................... 285.00 each
Sample to 6” Diameter ...................................................... 375.00 each
Organic Content of Peat and Other Organic Soil ASTM D2974
........................................................................................... 365.00 each
Particle Size Analysis ASTM C136/CTM 202
Coarse aggregate (#4 to 1-1/2" maximum) ..................... 465.00 each
Coarse aggregate (#4 to 3") .............................................. 465.00 each
Total sieve coarse and fine (to 1-1/2" maximum) ............. 675.00 each
Fine aggregate (#4 to #200 w/wash) ................................ 385.00 each
Sieve analysis pit run with #200 wash .............................. 595.00 each
#200 Wash on Aggregate ASTM C117 ............................ 425.00 each
#200 Wash on Soil ASTM D1140 ..................................... 425.00 each
Particle Size Analysis ASTM D422
Sieve (from ½” to #200) ................................................... 325.00 each
Sieve (from 1-1/2” to #200) .............................................. 425.00 each
Sieve (from 3” to #200)...................................................... 395.00 each
Hydrometer test w/ sieve D422/ CTM 203 ....................... 525.00 each
pH of Soil CTM 643/AASHTO T-228
........................................................................................... 315.00 each
19
Docusign Envelope ID: 85858069-2F56-450F-99FA-08C543BB745D
MatriScope Engineering Laboratories, Inc.
Sacramento (916) 375-6700 ● Livermore 925-606-7700
July 1, 2025 Certified/Accredited by DSA/LEA, AASHTO, AMRL, CCRL, & USACE Page 4 of 7
Engi ri g L bor tori s I c.
2025-2026 SCHEDULE OF FEES AND SERVICES - A
GEOTECHNICAL ENGINEERING, CONSTRUCTION MATERIALS
TESTING AND SPECIAL INSPECTION SERVICES
Pinhole Test (Classification of Dispersive Clay) ASTM D4647
........................................................................................... 775.00 each
Porosity (Total)
Includes ASTM D7263 & ASTM D854 ............................. 385.00 each
Specific Gravity of Soils
by hydrometer ASTM D854/CTM 203 .............................. 375.00 each
(-#4) by pycnometer ASTM D854/CTM 209.................... 365.00 each
GEOTECHNICAL ANALYTICAL TESTING
Consolidation Properties:
Consolidation (1 cycle, 1 time rate) ASTM D2435 ..... $995.00 each
For each additional Time-Rate curve ........................... 595.00 each
Unload-Reload loop (per point) .................................... 335.00 each
Trim to test from 3” sample .......................................... 210.00 each
Expansion & Collapse Testing:
Expansion Index UBC / ASTM D4829 ....................... $775.00 each
One-Dimensional Swell or Collapse ASTM D4546
Method A (4-point curve) ...................................... 1,995.00 each
Method B .................................................................. 750.00 each
Method C .................................................................. 700.00 each
Collapse potential ASTM D5333 .................................. 525.00 each
Shrink-Swell ASTM D3877 .......................................... 465.00 each
Expansion pressure free swell ASTM D3877 .............. 415.00 each
Soil Strength Testing:
Resistance "R" Value ASTM D2844/CTM 301
Untreated material ....................................................... ...$795.00 each
Cement, lime, or other additives field sample................. 855.00 each
Cement, lime, or other additives laboratory mixed ......875.00 each
Direct Shear Tests, per point (2.5” diameter)
Unconsolidated-Undrained UU .................................... 565.00 each
Consolidated-Undrained CU ........................................ 625.00 each
Consolidated-Drained CD (sandy soil) ASTM D3080 .. 585.00 each
Consolidated-Drained CD (single point) ...................... 425.00 each
Unconfined Compressive Strength
Cohesive soil ASTM D2166 ......................................... 410.00 each
Soil-Cement cyl. (mixed in the lab) ASTM D1633 .......... 495.00 each
Soil-Cement cyl. (field mixed) ASTM D1633 ................... 485.00 each
CTB (mixed in the lab) ASTM D1633 .............................. 495.00 each
CTB (field mixed) ASTM D1633 ....................................... 485.00 each
Cement Treated Base (CTB) Mix Design:
Moisture-Density Relations of Soil-Cement Mixture
(each cement content) ASTM D558 ............................... $695.00 each
Particle Size Analysis ASTM C136 ................................... 675.00 each
Wetting & Drying Soil-Cement Mixtures ASTM D559 ... 1,750.00 each
Freeze &Thaw Soil-Cement Mixtures ASTM D560 ....... 1,950.00 each
CTB Comp. Strength (each cement %t) ASTM D1633 .... 595.00 each
Cement Treated Base Mix Design Report ..................... 1,850.00 each
Lime Treated Soil Mix Design:
Soil-Lime Proportion ASTM D6276 ........................... $1,450.00 each
Lime Treated Soil at 1 moisture Content CTM 373 ....... 1,575.00 each
Additional Costs:
Preparation for 3” diameter specimen ....................... $215.00 each
Remold test specimen ................................................. 225.00 each
For multi-stage, each additional stress level ............... 215.00 each
For each re-shear cycle ............................................... 225.00 each
Photos ............................................................................ 95.00 each
Foreign Soil Sterilization and Disposal ............................. 295.00 each
Sample Storage............................................................................. QOR
Shipping of samples, liners or containers ........................... Cost +20%
Special handling of contaminated samples .................................. QOR
Quote On Request (QOR)
ASPHALTIC CONCRETE
CTM 304/366/305
Stabilometer value of lab mixed sample ......................... $865.00/point
Stabilometer value of premixed sample ........................... 895.00 each
Swell test of bituminous mixture ....................................... 585.00 each
CTM 304/307
Moisture vapor susceptibility including
stabilometer (2 specimens) .............................................. 595.00 each
CTM 382/D6307
Bitumen content of paving mixture by ignition oven
(subject to environmental disposal surcharge) ................ 665.00 each
Correction Factor .............................................................. 325.00 each
ASTM D5444/CTM 202
Gradation of extracted sample including #200 washes.... 765.00 each
ASTM D1559
Marshall test, premixed sample 3 specimen .................... 710.00 each
Marshall test, lab mixed 3 specimens ............................... 795.00 each
Mix Design: Marshall Method - no aggregate ............... 5,600.00 each
Mix Design: Marshall Method - with aggregate ............. 6,200.00 each
Mix Design: Hveem method - no aggregate .................. 5,400.00 each
Mix Design: Hveem method - with aggregate ............... 5,900.00 each
Marshall RAP Mix Design w/ Agg. Tests, AI MS-2 ........ 7,000.00 each
Caltrans RAP Mix Design w/ Agg. Tests, CTM 367 ...... 6,600.00 each
CTM 308/ASTM D2726
Specific gravity of compacted sample .............................. 495.00 each
CTM 308AASTM /D1188
Specific gravity of AC - paraffin coated ............................. 495.00 each
CTM 304/375
Test maximum density (TMD), set of 5 specimens .......... 765.00 each
ASTM D2041
Rice Gravity ....................................................................... 495.00 each
ASTM D1075
Index of retained strength, pre-mix ................................... 900.00 each
20
Docusign Envelope ID: 85858069-2F56-450F-99FA-08C543BB745D
MatriScope Engineering Laboratories, Inc.
Sacramento (916) 375-6700 ● Livermore 925-606-7700
July 1, 2025 Certified/Accredited by DSA/LEA, AASHTO, AMRL, CCRL, & USACE Page 5 of 7
Engi ri g L bor tori s I c.
2025-2026 SCHEDULE OF FEES AND SERVICES - A
GEOTECHNICAL ENGINEERING, CONSTRUCTION MATERIALS
TESTING AND SPECIAL INSPECTION SERVICES
Index of retained strength, lab mix ................................. 1,180.00 each
Index Retained Stability - pre mix ..................................... 950.00 each
Index Retained Stability - lab mix ................................... 1,050.00 each
ASTM D4867/AASHTO
Tensile strength ratio, pre-mix ........................................ 1,750.00 each
Tensile strength ratio, lab mix ........................................ 1,950.00 each
CTM 303
CKE Coarse ...................................................................... 495.00 each
CKE Fine ........................................................................... 495.00 each
Filmstripping, CTM 302245.00…………………………... 595.00 each
ATPB mix (grade, remix 2/2 -.5/3%) ................................. 685.00 each
Open graded mix evaluation (grade, recombine, mix
@ 3 oil %’s, filmstripping), CTM 368 ................................. 745.00 each
CTM 370
Moisture content of AC by microwave oven……………...225.00 each
Calculate Voids Filled with Asphalt, CTM LP-3 ................ 245.00 each
Calculate Dust Proportion, CTM LP-4 .............................. 245.00 each
Calculate Air Voids of HMA, CTM 367 ............................. 265.00 each
CONSTRUCTION MATERIALS TESTING
Concrete / Shotcrete Testing:
ASTM C39/C567
Compression tests, 6" x 12” and 4” x 8” molded cyls. ...... $65.00 each
Unit weight on concrete cylinder ....................................... 265.00 each
Cylinder Molds (Concrete / Grout / Mortar / Disposal) ....... 15.00 each
Compression Test Samples Cast by Others .................... 135.00 each
ASTM C495
Lightweight insulating concrete (3" diameter x 6"
cylinder) Compression tests .............................................. 125.00 each
ASTM C469
Static Young's modulus of elasticity in
compression of 6" diameter x 12" cylindrical
specimen ........................................................................ 1,525.00 each
Splitting tensile test, 6" diameter x 12" cylinder ................ 365.00 each
ASTM C512
Creep of Concrete in compression (by project quote) ... $2,600.00/min
Equilibrium Density ASTM C567 ...................................... 445.00 each
ASTM C42/C39
Compression test concrete cores ..................................... 225.00 each
Shotcrete core compressive strength ............................... 225.00 each
ASTM C78/C293
Flexural strength of concrete, 6" x 6" x 24" specimen ...... 345.00 each
ASTM C157 (MODIFIED)
Volume change of concrete, per set of 3 (drying
shrinkage test), up to 28 days drying (excluding
trial batch) ....................................................................... 1,250.00 each
ASTM C109
Compression Tests, 2" cube specimen .............................. 95.00 each
ASTM C192
Laboratory Trial Batch (by project quote) ........................ 9,500.00/min
Masonry Testing:
ASTM C140
Gross Area Compression ................................................ $345.00 each
Net Area Compression ..................................................... 335.00 each
Absorption and moisture content (*) ................................. 465.00 each
Linear shrinkage (rapid method) (*) .................................. 685.00 each
ASTM C426
Linear shrinkage (ASTM C426) (*) ................................ 1,450.00 each
Unit Weight (*) ................................................................... 465.00 each
Dimensional measurement/Equivalent web thickness (*) 465.00 each
UBC Standard
2" x 4" mortar cylinder ......................................................... 95.00 each
Grout sample ....................................................................... 95.00 each
Composite prism ............................................................... 425.00 each
ASTM C1006
Splitting tensile (*) .............................................................. 295.00 each
Compression Test of CMU Core (CBC Title 24) .............. 325.00 each
Shear Test of CMU Core (both face) (CBC Title 24) ........ 395.00 each
ASTM C531
Linear Shrinkage & Coefficient of Thermal
Expansion ...................................................................... 1,350.00 each
Brick Tests:
ASTM C67
Compression test ............................................................ $365.00 each
Absorption test, saturation coefficient ............................... 395.00 each
Modulus of rupture ............................................................ 385.00 each Clay Roofing Tile Testing:
UBC Standard 32-12 Breaking Load .............................. $465.00 each
Water Absorption by 24-hour Oven Drying (extra
charge for cutting/preparation) .......................................... 455.00 each
Built-Up Roofing Testing:
Basic weight analysis ................................................... $1,450.00 each
ASTM D2829
Ply separation and complete roof analysis .................... 1,650.00 each
Fireproofing Testing:
Density of sprayed-on fireproofing .................................. $325.00 each
Moisture Content of Sprayed-on Fireproofing .................. 295.00 each
21
Docusign Envelope ID: 85858069-2F56-450F-99FA-08C543BB745D
MatriScope Engineering Laboratories, Inc.
Sacramento (916) 375-6700 ● Livermore 925-606-7700
July 1, 2025 Certified/Accredited by DSA/LEA, AASHTO, AMRL, CCRL, & USACE Page 6 of 7
Engi ri g L bor tori s I c.
2025-2026 SCHEDULE OF FEES AND SERVICES - A
GEOTECHNICAL ENGINEERING, CONSTRUCTION MATERIALS
TESTING AND SPECIAL INSPECTION SERVICES
Structural Steel Plates and Shapes Testing:
(Sample preparation and machining not included)
Tensile Testing - yield, ultimate, elongation
To 1" material thickness, inclusive .................................. $285.00 each
Over 1" up to 1-1/2" thickness........................................... 345.00 each
Over 1-1/2" thickness ........................................................ 455.00 each
End-Welded "Nelson" Studs ............................................. 385.00 each
Cold Bend Testing:
To 3/4" material thickness ................................................. 245.00 each
Over 3/4" up to 1-1/4" thickness........................................ 345.00 each
Flattening Tests on Pipe:
To 10" diameter and 3/4" max. wall .................................. 295.00 each
Guided Side, Root or Face Bends and T-Break ............... 295.00 each
Standard Welder Qualification Test ............................... 1,650.00 each
Macroetch Examination .................................................... 395.00 each
Reinforcing Steel Testing:
Tensile Testing Full Section (yield/ultimate/elongation):
Bar Size through #8......................................................... $245.00 each
#9 through #11 .................................................................. 425.00 each
#14 ..................................................................................... 765.00 each
#18 .................................................................................. 1,250.00 each
Coupled rebar through #11 ............................................... 525.00 each
Coupled rebar through #14 ............................................... 795.00 each
Coupled rebar through #18 ............................................ 1,250.00 each
Cold Bend Testing on Bar Size #11 and smaller .............. 245.00 each
Cold Bend Testing on Bar Size #14.................................. 765.00 each
Post-Tension / Pre-Stressed, 7-Wire Strand Testing:
Seven-wire strands, ASTM A416, for 1/4" through 1/2" strands
Breaking strength only .................................................... $925.00 each
Yield strength, breaking strength & elongation .............. 1,250.00 each
Mechanical Testing of Metallurgical Items:
(sample preparation and machining not included)
Yield strength, tensile, elongation, R/A for 1/2"
diameter or sub-size reduced-section specimen ............ $525.00 each
Hardness Testing (3 points/sample)
Rockwell / Brinell ............................................................... 265.00 each
Charpy Impact Testing (minimum of 3 specimens):
Room Temperature ........................................................... 265.00 each
To minus 100 degrees Fahrenheit .................................... 385.00 each
To minus 150 degrees Fahrenheit .................................... 495.00 each
High Strength Bolting (Nuts, Bolts, and Washers) Testing:
(Sample preparation and machining not included)
ASTM A325, A490 AND A449
Bolts: to 1-1/8" diameter inclusive
Proof load ........................................................................ $365.00 each
Ultimate Tensile ................................................................. 295.00 each
Hardness (Rockwell) (*) including sample preparation .... 265.00 each
Nuts: to 1-1/8" inclusive
Proof load .......................................................................... 365.00 each
Hardness (Rockwell) (*) including sample preparation .... 265.00 each
Washers: all sizes
Hardness (Rockwell) (*) including sample preparation .... 265.00 each
Carburization Depth .......................................................... 410.00 each
ASTM F959
Load Indicator Washers (LIW), proof load ........................ 275.00 each
SPECIALTY TESTING
ASTM A90
Weight of galvanized coating (subject to environmental
disposal fee) .................................................................... $465.00 each
MISCELLANEOUS
Calibration of hydraulic ram system (single ram, one
pressure gauge to 30 tons) ............................................ 1,250.00 each
Calibration of hydraulic ram system (single ram, one
Pressure gauge to 100 tons) .......................................... 1,450.00 each
Fiber Reinforced Polymer Tensile / Elongation ............. 1,950.00 each
22
Docusign Envelope ID: 85858069-2F56-450F-99FA-08C543BB745D
Exhibit C
OAK #4862-8048-1163 (Rev 10-23)
EXHIBIT C
INSURANCE REQUIREMENTS for Consulting 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
a 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 a 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 a limit no less than $1,000,000 per occurrence or claim,
$1,000,000 aggregate.
If 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 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).
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Docusign Envelope ID: 85858069-2F56-450F-99FA-08C543BB745D
Exhibit C
OAK #4862-8048-1163 (Rev 10-23)
Primary Coverage
For any claims related to this contract, 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 in 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
written 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 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
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; and
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, Consultant must
purchase “extended reporting” coverage for a minimum of five (5) years after completion
of contract work.
Verification of Coverage
24
Docusign Envelope ID: 85858069-2F56-450F-99FA-08C543BB745D
Exhibit C
OAK #4862-8048-1163 (Rev 10-23)
Consultant shall furnish the City with original Certificates of Insurance including all required
amendatory endorsements (or copies of the applicable policy language effecting coverage
required by this clause) and a copy of the Declarations and Endorsement Page of the CGL policy
listing all policy endorsements to City before work begins. However, failure to obtain the
required documents prior to the work beginning shall not waive 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.
25
Docusign Envelope ID: 85858069-2F56-450F-99FA-08C543BB745D
OAK #4862-8048-1163 (Rev 10-23)
CERTIFICATE OF CONSULTANT
I HEREBY CERTIFY that I am the __________________________________, and a
duly authorized representative of the firm of _____________________________________,
whose address is ______________________________________________________, and that
neither I nor the above firm I here represent has:
a) Employed or retained for a commission, percentage, brokerage, contingent
fee, or other consideration, any firm or person (other than a bona fide
employee working solely for me or the above consultant) to solicit to
secure this Agreement.
b) Agreed, as an express or implied condition for obtaining this contract, to
employ or retain the services of any firm or person in connection with
carrying out the Agreement; or
c) Paid, or agreed to pay, to any firm, organization or person (other than a
bona fide employee working solely for me or the above consultant) any
fee, contribution, donation, or consideration of any kind for, or in
connection with, procuring or carrying out the Agreement;
Except as here expressly stated (if any);
I acknowledge that this certificate is subject to applicable State and Federal laws, both
criminal and civil.
_________________ ___________________________________
Date Signature
26
Docusign Envelope ID: 85858069-2F56-450F-99FA-08C543BB745D
CEO
2/18/2026
MatriScope Engineering Laboratories, Inc.
6244 Preston Avenue, Livermore, CA 94551
OAK #4862-8048-1163 (Rev 10-23)
MASTER AGREEMENT FOR CONSULTANT SERVICES
This MASTER AGREEMENT FOR CONSULTANT SERVICES (“Agreement”) is
entered into as of the 10th day of February, 2026, by and between the City of Rohnert Park
(“City”), a California municipal corporation, and Schaaf & Wheeler, Consulting Civil Engineers
(“Consultant”), a California corporation, with reference to the following facts, understandings
and intentions.
Recitals
WHEREAS, City desires to obtain services designated in Exhibit A; and
WHEREAS, Consultant hereby warrants to City that Consultant is skilled and able to
provide such services described in Section 3 of this Agreement; and
WHEREAS, City desires to retain Consultant pursuant to this Agreement to provide the
services described in Section 3 of this Agreement, subject to the terms and conditions of this
Agreement
Agreement
NOW, THEREFORE, in consideration of their mutual covenants, the parties hereto agree
as follows:
1. Incorporation of Recitals. The recitals and all defined terms set forth above are
hereby incorporated into this Agreement as if set forth herein in full.
2. Project Coordination. Authorized representatives shall represent City and
Consultant in all matters pertaining to this Agreement.
A. City. The City Manager or his/her designee shall represent City for all
purposes under this Agreement, except where approval for the City is specifically required by the
City Council. The CIP Program Manager is hereby designated as the project manager (“Project
Manager”). The Project Manager shall supervise the progress and execution of this Agreement.
B. Consultant. Consultant shall assign Benjamin L. Shick to have overall
responsibility for the progress and execution of this Agreement for Consultant.
3. Scope and Performance of Services
A. Scope of Services. Subject to such policy direction and approvals as City
may determine from time to time, Consultant shall perform the type of services generally set out
in the Scope of Work attached hereto as Exhibit A and incorporated herein by reference.
Consultant shall be assigned to provide particular services pursuant to the requirements of a task
order that has been issued in conformance with the City’s Purchasing Policy (“Task Order”)
executed by Consultant and City.
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Docusign Envelope ID: 206D5F32-8D16-4FBC-B500-DEAA0FB41DD0
------24th
OAK #4862-8048-1163 (Rev 10-23)
B. Time of Performance. The services of Consultant are to commence upon
receipt of a written notice to proceed from City, but in no event prior to receiving a fully
executed agreement from City and obtaining and delivering the required insurance coverage, and
satisfactory evidence thereof, to City. Consultant shall perform its services in accordance with
the schedule attached to the Task Order. Any changes to these dates in either this Section 3 or
the Task Order shall be approved in writing by the Project Manager.
C. Standard of Quality. City relies upon the professional ability of
Consultant as a material inducement to entering into this Agreement. All work performed by
Consultant under this Agreement shall be performed (1) with due diligence, using its best efforts
to perform and coordinate all activities in a timely manner; (2) in accordance with all applicable
legal requirements; and (3) with the standard of quality ordinarily 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: (1) for services provided
directly under this Agreement be at the rate and schedules more particularly described in Exhibit
B, attached hereto and incorporated by this reference; or (2) for services authorized by Task
Orders, be at the rate and schedules specified by said Task Order. However, in no event shall the
amount City pays to Consultant for services provided directly under this Agreement exceed
fifteen thousand dollars ($15,000.00); nor shall the amount City pays to Consultant for work
done by Task Order exceed the total compensation specified by the Task Order. City’s
obligation to pay compensation to Consultant as provided herein is contingent upon Consultant’s
compliance with the terms and conditions of this Agreement and any amendments thereto.
Payment by City under this Agreement shall not be deemed a waiver of unsatisfactory work,
even if such defects were known to the City at the time of payment.
B. Timing of Payment. City shall pay Consultant as compensation in full for
such services and expenses for the different elements of the scope of work as follows:
(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.
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Docusign Envelope ID: 206D5F32-8D16-4FBC-B500-DEAA0FB41DD0
OAK #4862-8048-1163 (Rev 10-23)
C. Changes in Compensation. Consultant will not undertake any work that
will incur costs in excess of the amount set forth in Section 4(A) of this Agreement without prior
written amendment to this Agreement. City shall have the right to amend the Scope of Work
within the Agreement by written notification to the Consultant. In such event, the compensation
and time of performance shall be subject to renegotiation upon written demand of either party to
the Agreement. Consultant shall not commence any work exceeding the Scope of Work without
prior written authorization from the City. Failure of the Consultant to secure City’s written
authorization for extra or changed work shall constitute a waiver of any and all right to
adjustment in the contract price or time due, whether by way of compensation, restitution,
quantum meruit, etc. for work done without the appropriate City authorization.
D. Taxes. Consultant shall pay all taxes, assessments and premiums under
the federal Social Security Act, any applicable unemployment insurance contributions, Workers
Compensation insurance premiums, sales taxes, use taxes, personal property taxes, or other taxes
or assessments now or hereafter in effect and payable by reason of or in connection with the
services to be performed by Consultant.
E. No Overtime or Premium Pay. Consultant shall receive no premium or
enhanced pay for work normally understood as overtime, i.e., hours that exceed forty (40) hours
per work week, or work performed during non-standard business hours, such as in the evenings
or on weekends. Consultant shall not receive a premium or enhanced pay for work performed on
a recognized holiday. Consultant shall not receive paid time off for days not worked, whether it
be in the form of sick leave, administrative leave, or for any other form of absence.
F. Litigation Support. Consultant agrees to testify at City’s request if
litigation is brought against City in connection with Consultant’s work product. Unless the
action is brought by Consultant or is based upon Consultant’s negligence, City will compensate
Consultant for the preparation and the testimony at Consultant’s standard hourly rates, if
requested by City and not part of the litigation brought by City against Consultant.
5. Term. The term of this Agreement shall commence on the date of its execution
by both parties and shall continue in full force and effect until December 31, 2029, unless earlier
terminated in accordance with this Agreement. Notwithstanding the foregoing, this Agreement
may be extended for successive one-year term(s) upon mutual, written approval by the City
Manager or his/her designee and Consultant. Work authorized by a separate Task Order as
contemplated by this Agreement shall be performed in accordance with the schedule set forth in
the Task Order.
6. Inspection. Consultant shall furnish City with every reasonable opportunity for
City to ascertain that the services of Consultant are being performed in accordance with the
requirements and intentions of this Agreement. All work done and all materials furnished, if
any, shall be subject to the Project Manager’s inspection and approval. The inspection of such
work shall not relieve Consultant of any of its obligations to fulfill the Agreement as prescribed.
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,
3
Docusign Envelope ID: 206D5F32-8D16-4FBC-B500-DEAA0FB41DD0
OAK #4862-8048-1163 (Rev 10-23)
prepared or obtained by the Consultant under the Agreement shall be vested in City, none of
which shall be used in any manner whatsoever, by any person, firm, corporation, or agency
without the expressed written consent of the City. Consultant shall assume no responsibility for
the unintended use by others of such final work products which are not related to the scope of the
services described under this Agreement. Basic survey notes and sketches, charts, computations,
and other data prepared or obtained under the Agreement shall be made available, upon request,
to City without restriction or limitations on their use. Consultant may retain copies of the above-
described information but agrees not to disclose or discuss any information gathered, discussed
or generated in any way through this Agreement without the written permission of City during
the term of this Agreement, unless required by law.
8. Employment of Other Consultants, Specialists or Experts. Consultant will not
employ or otherwise incur an obligation to pay other consultants, specialists or experts for
services in connection with this Agreement without the prior written approval of the City.
9. Conflict of Interest Requirements.
A. Consultant covenants and represents that neither it, nor any officer or
principal of its firm, has, or shall acquire any investment, income, business entity, interest in real
property, or other interest, directly or indirectly, which would conflict in any manner with the
interests of City, hinder Consultant’s performance of services under this Agreement, or be
affected in any manner or degree by performance of Consultant’s services hereunder. Consultant
further covenants that in the performance of the Agreement, no person having any such interest
shall be employed by it as an officer, employee, agent, or subcontractor without the express
written consent of the City. Consultant agrees at all times to avoid conflicts of interest, or the
appearance of any conflicts of interest, with the interests of the City in the performance of the
Agreement.
B. Consultant is not a designated employee within the meaning of the
Political Reform Act because Consultant:
(1) will not have the power to make any governmental decision,
including whether to: approve any rates, rules, regulations, policies, standards, or guidelines of
the City or any of its subdivisions; adopt or enforce any laws; issue, deny, suspend, or revoke
any permit, license, application, certificate, order, or any similar authorization or entitlement;
authorize, modify, or renew any form of City contract; grant approval to any City contract
specifications on behalf of the City; or grant City approval for any plans, designs, reports, or
similar; and
(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” includes 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
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Docusign Envelope ID: 206D5F32-8D16-4FBC-B500-DEAA0FB41DD0
OAK #4862-8048-1163 (Rev 10-23)
(3) will not perform the same duties for the City that would otherwise
be performed by a staff member required to report under the City’s conflict of interest code.
(2 Cal. Code Regs. § 18700.3.)
10. Liability of Members and Employees of City. No member of the City and no
other officer, elected official, employee or agent of the City shall be personally liable to
Consultant or otherwise in the event of any default or breach of the City, or for any amount
which may become due to Consultant or any successor in interest, or for any obligations directly
or indirectly incurred under the terms of this Agreement. To the maximum extent permitted by
law, the City shall have no liability or responsibility for any accident, loss, or damage to any
work performed under this Agreement whether prior to its completion or acceptance or
otherwise.
11. Indemnity.
A. Indemnification. To the fullest extent permitted by law, Consultant shall,
at its own expense, indemnify, protect, defend (by counsel reasonably satisfactory to the City)
and hold harmless City and any and all of its officers, officials, employees, agents and volunteers
(“Indemnified Parties”) from and against any and all liability (including liability for claims,
demands, damages, obligations, suits, actions, arbitration proceedings, administrative
proceedings, regulatory proceedings, losses, expenses or costs of any kind, whether actual,
alleged or threatened, including attorneys’ fees and costs, court costs, interest, defense costs and
expert witness fees) of any nature (“Liability”), whether actual, alleged or threatened, which
arise out of, pertain to, or relate to the performance or failure to comply with this Agreement,
regardless of any fault or alleged fault of the Indemnified Parties.
1. 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.
2. The only exception to Consultant’s responsibility to indemnify,
protect, defend, and hold harmless the Indemnified Parties from Liability is due to the active
negligence or willful misconduct of City or its elective or appointive boards, officers, agents and
employees.
B. Scope of Obligation. Consultant’s duty to indemnify, protect, defend and
hold harmless as set forth in this Section 11 shall include the duty to defend (by counsel
reasonably satisfactory to the City) as set forth in California Civil Code § 2778. This
indemnification obligation is not limited in any way by any limitation on the amount or type of
damages or compensation payable by or for Consultant under worker’s compensation, disability
or other employee benefit acts or the terms, applicability or limitations of any insurance held or
provided by Consultant and shall continue to bind the parties after termination/completion of this
agreement. This indemnification shall be regardless of, and not in any way limited by, the
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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.
C. Consultant’s duty to indemnify, protect, defend and hold harmless as set
forth in this Section 11 shall not be excused because of the Consultant’s inability to evaluate
Liability, or because the Consultant evaluates Liability and determines that the Consultant is not
or may not be liable. 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 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 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 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.
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C. Prevailing Wage. Consultant and Consultant’s subcontractors (if any)
shall, to the extent required by the California Labor Code, pay not less than the latest prevailing
wage rates to workers and professionals as determined by the Director of Industrial Relations of
the State of California pursuant to California Labor Code, Part 7, Chapter 1, Article 2. Copies of
the applicable wage determination are on file at the City’s office of the City Clerk.
D. Injury and Illness Prevention Program. Consultant certifies that it is aware
of and has complied with the provisions of California Labor Code § 6401.7, which requires
every employer to adopt a written injury and illness prevention program.
E. Business Licenses. Unless exempt by law, Consultant and all
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. Confidential Information. All data, documents, discussions or other information
developed or received by or for Consultant in performance of this Agreement are confidential
and not to be disclosed to any person except as authorized by City, or as required by law.
15. Assignment; Subcontractors; Employees
A. Assignment. Consultant shall not assign, delegate, transfer, or convey its
duties, responsibilities, or interests in this Agreement or any right, title, obligation, or interest in
or to the same or any part thereof without the City’s prior written consent, which shall be in the
City’s sole discretion. Any assignment without such approval shall be void and, at the City’s
option, shall immediately cause this Agreement to terminate.
B. Subcontractors; Employees. Consultant shall be responsible for
employing or engaging all persons necessary to perform Consultant’s services hereunder. No
subcontractor of Consultant shall be recognized by the City as such; rather, all subcontractors are
deemed to be employees of Consultant, and Consultant agrees to be responsible for their
performance. Consultant shall give its personal attention to the fulfillment of the provisions of
this Agreement by all of its employees and subcontractors, if any, and shall keep the work under
its control. If any employee or subcontractor of Consultant fails or refuses to carry out the
provisions of this Agreement or appears to be incompetent or to act in a disorderly or improper
manner, it shall be discharged immediately from the work under this Agreement on demand of
the Project Manager.
16. Insurance. Without limiting Consultant’s indemnification provided herein,
Consultant shall, at its own expense, procure and maintain insurance that complies with the
requirements set forth in Exhibit C to this Agreement, which is attached hereto and incorporated
by reference. Consultant shall upon thirty (30) days’ written notice comply with any changes in
the amounts and terms of insurance as may be required from time-to-time by City’s risk
manager.
17. Termination of Agreement; Default.
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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 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 Consultant’s breach of the Agreement.
C. In the event City terminates this Agreement without cause, Consultant
shall be entitled to any compensation owed to it up to the time of such termination, it being
understood that any payments are full compensation for services rendered prior to the time of
payment.
D. Upon termination of this Agreement with or without cause, Consultant
shall turn over to the City Manager immediately any and all copies of studies, sketches,
drawings, computations, and other data, whether or not completed, prepared by Consultant or its
subcontractors, if any, or given to Consultant or its subcontractors, if any, in connection with this
Agreement. Such materials shall become the permanent property of the City. Consultant,
however, shall not be liable for the City’s use of incomplete materials nor for the City’s use of
complete documents if used for other than the project contemplated by this Agreement.
18. Suspension. The City shall have the authority to suspend this Agreement and the
services contemplated herein, wholly or in part, for such period as it deems necessary due to
unfavorable conditions or to the failure on the part of the Consultant to perform any provision of
this Agreement. Consultant will be paid for satisfactory services performed prior to the date of
suspension. During the period of suspension, Consultant shall not receive any payment for
services or expenses incurred by Consultant by reason of such suspension.
19. Merger; Amendment. This Agreement constitutes the complete and exclusive
statement of the agreement between City and Consultant and shall supersede all prior
negotiations, representations, or agreements, either written or oral. This document may be
amended only by written instrument, signed by both the City and Consultant. All provisions of
this Agreement are expressly made conditions.
20. Interpretation. This Agreement shall be interpreted as though it was a product of
a joint drafting effort, and no provisions shall be interpreted against a party on the ground that
said party was solely or primarily responsible for drafting the language to be interpreted.
21. Litigation 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
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court will not be bound by any court fee schedule, but shall, if it is in the interest of justice to do
so, award the full amount of costs, expenses, and attorneys’ fees paid or incurred in good faith.
22. Time Is of the Essence. Time is of the essence in this Agreement. Upon receipt
of a written notice from City to proceed with work required by a Task Order, Consultant shall
immediately commence work to perform the services required by that Task Order according to
the time requirements set in the Task Order.
23. Written Notification. Any notice, demand, request, consent, approval or
communication that either party desires or is required to give to the other party shall be in
writing and either served personally or sent by prepaid, first-class mail. Any such notice,
demand, etc. shall be addressed to the other party at the address set forth below. Either party
may change its address by notifying the other party in writing 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.
If to City: City Clerk
City of Rohnert Park - City Hall
130 Avram Avenue
Rohnert Park, CA 94928
If to Consultant: Schaaf & Wheeler, Consulting Civil Engineers
Attn: Benjamin L. Shick
2200 Range Avenue, Suite 201
Santa Rosa, CA 95403
24. Consultant’s Books and Records.
A. Consultant shall maintain any and all ledgers, books of account, invoices,
vouchers, canceled checks, and other records or documents evidencing or relating to charges for
services, or expenditures and disbursements charged to City and all documents and records
which demonstrate performance under this Agreement for a minimum period of three (3) years,
or for any longer period required by law, from the date of termination or completion of this
Agreement.
B. Any records or documents required to be maintained pursuant to this
Agreement shall be made available for inspection or audit, at any time during regular business
hours, upon written request by the City Attorney, City Auditor, City Manager, or a designated
representative of any of these officers. Copies of such documents shall be provided to City for
inspection when it is practical to do so. Otherwise, unless an alternative is mutually agreed
upon, the records shall be available at Consultant’s address indicated for receipt of notices in this
Agreement.
C. The City may, by written request by any of the above-named officers,
require that custody of the records be given to the City and that the records and documents be
maintained in the City Manager's office.
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25. Agreement Is Binding. The terms, covenants, and conditions of this Agreement
shall apply to, and shall bind, the heirs, successors, executors, administrators, assigns, and
subcontractors of both parties.
26. Equal Employment Opportunity. Consultant is an equal opportunity employer
and agrees to comply with all applicable state and federal regulations governing equal
employment opportunity. Consultant will not discriminate against any employee or applicant for
employment because of race, religion, age, sex, creed, color, sexual orientation, marital status or
national origin. Consultant will take affirmative action to ensure that applicants are treated
during such employment without regard to race, religion, age, sex, creed, color, sexual
orientation, marital status, or national origin. Such action shall include, but shall not be limited
to, the following: employment, upgrading, demotion, or transfer; recruitment or recruitment
advertising; lay-offs or termination; rates of pay or other forms of compensation; and selection
for training, including apprenticeship. Consultant further agrees to post in conspicuous places,
available to employees and applicants for employment, notices setting forth the provisions of this
nondiscrimination clause.
27. Non-Exclusive Agreement. This is a non-exclusive agreement. City reserves the
right to provide, and to retain other consultants to provide, services that are the same or similar to
the services described in this Agreement.
28. City Not Obligated to Third Parties. The City shall not be obligated or liable for
payment hereunder to any party other than Consultant.
29. Remedies/Waiver. No failure on the part of either party to exercise any term,
covenant, condition, right or remedy hereunder shall operate as a waiver of any other term,
covenant, condition, right or remedy that such party may have hereunder. All remedies
permitted or available under this Agreement, or at law or in equity, are cumulative and
alternative. As a condition precedent to commencing legal action involving a claim or dispute
against the City arising from this Agreement, 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.
30. Severability. If any one or more of the provisions contained herein shall for any
reason be held to be invalid, illegal or unenforceable in any respect, then such provision or
provisions shall be deemed severable from the remaining provisions hereof, and such invalidity,
illegality, or unenforceability shall not affect any other provision hereof, and this Agreement
shall be construed as if such invalid, illegal, or unenforceable provision had not been contained
herein.
31. Exhibits. The following exhibits are attached to this Agreement and incorporated
herein by this reference:
A. Exhibit A: Scope of Work and Schedule of Performance
B. Exhibit B: Compensation
C. Exhibit C: Insurance Requirements
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32. Execution. This Agreement may be executed in several counterparts, each of
which shall constitute one and the same instrument and shall become binding upon the parties
when at least one copy hereof shall have been signed by both parties hereto. In approving this
Agreement, it shall not be necessary to produce or account for more than one such counterpart.
The parties hereby expressly agree to the use of electronic signatures, which shall be deemed to
have the same effect as an original signature.
33.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.
34.Applicable Law; Venue. This Agreement shall be construed and interpreted
according to California law. In the event that suit shall be brought by either party hereunder, the
parties agree that a trial of such action shall be held exclusively in a state court in the County of
Sonoma, California.
35. Authority. Each individual executing this Agreement on behalf of one of the
parties represents that he or she is duly authorized to sign and deliver the Agreement on behalf of
such party and that this Agreement is binding on such party in accordance with its terms.
IN WITNESS WHEREOF, City and Consultant have executed this Agreement as of the date first
above written.
CITY OF ROHNERT PARK SCHAAF & WHEELER, CONSULTING
CIVIL ENGINEERS
By: __________________________________
Marcela Piedra, City Manager (Date)
By:
Benjamin Shick, Vice President (Date)
SCHAAF & WHEELER, CONSULTING
CIVIL ENGINEERS
By:
Leif Coponen, Treasurer (Date)
Per Resolution No. 2026-______adopted by the Rohnert
Park City Council at its meeting of February 10, 2026.
By: _________________________________
Tracy Rankin, Interim Risk Manager (Date)
By: _________________________________
Betsy Howze, Finance Director (Date)
APPROVED AS TO FORM:
By: __________________________________
Michelle Marchetta Kenyon, City Attorney
ATTEST:
By: __________________________________
Sylvia Lopez Cuevas, City Clerk
OAK #4862-8048-1163 (Rev 10-23)
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1/29/2026
1/29/2026
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Exhibit A: Scope of Services Proposal
October 31, 2025
3.Exhibit A: Scope of Services
Our general approach to infrastructure projects is described herein. Schaaf & Wheeler will work
with the City to develop a detailed scope of services that is appropriate for each specific project.
Data Gathering and Condition Assessment
Schaaf & Wheeler will request existing pertinent information from the City at the beginning of
each project. We will meet with City operations and engineering staff at kick -off to ensure that
the project is fully understood and any design preferences are identified. Schaaf & Wheeler will
conduct additional surveys, investigations, and inspections as necessary for the cost-efficient
completion of the specific project.
Project Definition
Schaaf & Wheeler will perform a preliminary engineering and economic analysis of the
proposed improvements. This task will take place concurrent with the utility research as the
existing utility locations may ultimately decide the location of improvements. Schaaf & Wheeler
will recommend a project scope that best matches the available funding. Schaaf & Wheeler will
analyze potential issues and will provide alternatives and recommendations. A summary of all
considered alternatives will be included in a Basis of Design Memorandum submitted to the City
for review and comment.
Utility Research
It is necessary to identify all potentially conflicting utilities throughout the project limits in the
early phases of design. Schaaf & Wheeler’s primary goal will be to avoid interference with
existing infrastructure; however, where conflicts cannot be avoided, team engineers will identify
the need for their relocation. For projects in public rights-of-way, Schaaf & Wheeler may use the
USA locator service, the expertise of a professional underground utility locator, or contact
individual utility companies and the City staff, as needed. Potholing critical utilities may be
required.
Hydrologic and Hydraulic Analyses
Schaaf & Wheeler will perform the necessary hydrologic and hydraulic calculations and/or
modeling to accurately size pipes, pumps, detention basins, and other project components as
necessary. Schaaf & Wheeler may utilize any existing hydrologic models to refine designs ,
analyze alternatives, and verify downstream impacts do not occur. Schaaf & Wheeler will use
the City’s design standards when appropriate, and will recommend methods, materials, and
hydraulic structures when the City’s standards are not applicable.
Design Plans and Specifications
Schaaf & Wheeler typically prepares construction documents with submittals of plans and
specifications at the 65%, 95%, and final stages of design. These submittals are intended for
review and comment by the City. After each submittal Schaaf & Wheeler will meet with City staff
to review and discuss the submittal. Our team will integrate comments, changes and requests
by the City in the subsequent submittals. Plans will be produced in AutoCAD and will be
submitted to the City in both electronic and hard-copy format. Depending on the City’s
preference, technical specifications can be provided as a camera -ready document or in a variety
of electronic formats.
Bidding and Construction Administration
Schaaf & Wheeler is prepared to provide consultation to the City during the construction phase
of the project. Construction support may include attendance at the pre-construction meetings,
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October 31, 2025
reviewing and responding to requests for information (RFIs), assisting with questions regarding
interpretation of drawings, specifications, and reports, shop drawings and product submittal
review, attendance at meetings and site visits as requested by the City, and processing
construction change orders as required.
At the City’s request, Schaaf & Wheeler will involve the firm’s construction management
personnel for assistance and guidance. Our team can provide construction management,
inspection, observation, and materials testing can also be provided upon request via
subconsultant.
Record Drawings and Project Close-Out
Schaaf & Wheeler plans to assist the City with closing out the construction contract. Once the
project is complete, our engineers will provide the City with record drawings showing the as-built
conditions. The record drawings will be produced from marked up plans maintained by the
contractor in conformance with project specifications.
Additional Tasks
Potential additional tasks Schaaf & Wheeler specializes in are listed below:
Special Inspections
Schaaf & Wheeler’s team can provide observation during construction as deemed necessary
and as requested by the City.
Operation and Maintenance (O&M) Assessment
Schaaf & Wheeler is well versed in O&M reviews and have helped our clients review existing
standards, equipment, practices, and reporting mechanisms and make recommendations for
improvement. We can perform these reviews and assessments from a general master planning
level to assisting in implementation.
Review and Modify Standards
Review current design standards and specifications and recommend changes that are tailored
to the City’s infrastructure and goals. Additional standards and specifications can be developed
or modified to meet changing regulatory requirements. Schaaf & Wheeler has developed design
criteria for detention and retention, green streets, sewer and storm drain infrastructure, and
pump stations.
Water Quality and NPDES Support
Schaaf & Wheeler has extensive experience in supporting our clients with stormwater quality
issues including NPDES permit requirement implementation in the Bay Area. Our team
engineers have designed numerous erosion plans using both standard and site-specific best
management practices. We have helped our clients develop short - and long-term plans for
meeting regulatory requirements including financial analyses. We have developed numerous
storm water management plans and other documents for regional water quality control boards
and other agencies.
3.1 Approach for Planning -Related Projects
Following is a general approach for planning related engineering projects, which may include
storm drain master planning, hydraulic modeling, floodplain mapping, bridge hydraulic reports,
scour analysis, GIS services, and data integration. The approach and project tasks will be
refined for each specific project to meet the City needs. Schaaf & Wheeler has worked on
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Exhibit A: Scope of Services Proposal
October 31, 2025
numerous on-call services contracts, such as this, and have developed methodologies to
streamline projects and limit project overhead.
Data Collection, Research, and Review
The team will research, collect, and review existing data, record drawings, topography, reports,
studies, and assessments related to each specific project. Our reviews will focus on exposing
data gaps as well as data quality. It is often necessary to collect supplemental information and
data pertaining to a project, which may include:
▪Flow monitoring
▪Utility research
▪Condition assessment
▪GIS data validation
▪Surveying (aerial and/or ground) and basemap preparation
▪Easement research and Right-of-Way mapping
▪Historic Flooding data
▪Streambed stability surveys and steam particle distribution assessments
Hydraulic & Hydrology Modeling
Schaaf & Wheeler is proficient in hydraulic modeling of storm systems. Our engineers have
used several proprietary and public domain software packages to analyze a wide range of
hydraulic conditions. Below is a list of the model types that are typically used for each type of
infrastructure.
▪Storm Drain Systems –GIS based 1-D and 2-D dynamic models (InfoSWMM, InfoWorks
ICM, MIKE-URBAN, EPA SWMM5, StormCAD, XPStorm, FLO-2D), Spreadsheet-based
calculations
▪Creeks, Rivers, and Storage Areas – HEC 2, HEC-GeoRAS, FLO-2D, MIKE-21, GIS
based dynamic models
▪Hydrology – HEC 1, HEC-GeoHMS, BAHM, HFPH, GIS-based dynamic models
▪Water Quality – QUAL2E, SWMM, MIKE-URBAN
Level of Service Definition and Assessment
Schaaf & Wheeler will work with the City to define the desired levels of service for storm drain
systems and channels throughout the City. These levels will need to meet City goals and
adhere to local, state, and federal requirements. Defining these levels will assist in identifying
problem areas and necessary capital improvement projects. Our team will develop projects that
are consistent with the City’s Design Standards and methods; where available, and utilize the
Design Standard of local jurisdictions where no City standard exist.
Cost Estimates
Schaaf & Wheeler has considerable experience in construction cost estimating of sewer, water,
and stormwater projects. We will use our knowledge to develop costs for system improvements.
The level of detail in our cost estimates may vary from unitized costs for large master planning
level estimates to more detailed estimates for feasibility level studies.
Regulatory Requirements
Our team’s extensive experience with design projects and third-party reviews for permitting puts
us in a strong position to address regulatory issues for the City. Schaaf & Wheeler is highly
knowledgeable of current BMP and LID criteria, Caltrans Bridge Hydraulic Report Criteria and
SMCWPPP design standards. For each project, we will perform a reconnaissance-level review
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Exhibit A: Scope of Services Proposal
October 31, 2025
of potential issues and suggest ways the City effectively address them. Team members will
develop guidelines for addressing these issues as the proposed capital projects move into
design phases.
Reports
Schaaf & Wheeler will produce technical reports summarizing each analysis or master planning
effort. These reports will present the existing system, outline the system’s current performance,
detail areas currently deficient, list and prioritize improvements, estimate costs for all
improvements, and present all technical methodologies and analytical results. Each report will
provide a concise overview of the study findings and recommendations in non-technical terms
that should provide sufficient information to the general public and City officials outside the
engineering field. The report will also supply the technical community with detailed information
on each system. Appendices will include model results, improvement figures and detailed cost
estimates.
3.2 Management and QA/QC
Efficient project management will play a critical role in providing a quality service that meets the
City’s needs. This is especially true on an on-call project such as this one that may have a
variety of tasks occurring within one contract. Schaaf & Wheeler’s project manager, Benjamin L.
Shick, PE will be the City’s point of contact for the contract. All project staff and subconsultants
will report to him, and he will be responsible for coordinating and providing all deliverables to the
City. This single point-of-contact approach has proven beneficial on many projects as it was
critical to establish a streamlined and reliable communications path.
With experience from several similar projects with the public sector and its processes, Schaaf &
Wheeler has developed and will employ several tested tools as part of project management
efforts. These procedures and tools will allow us to provide the City with the most effective
project management throughout the project.
▪Consistent Communication: Bi-weekly conference calls allow Schaaf & Wheeler team
to communicate with the City’s project staff on a consistent, prescheduled basis. This
allows City staff to be aware of progress made, needed input, and keeps them involved
in the project and decision making. Similar to construction progress meetings, these
conference calls are typically very short, providing an update to both parties. If an issue
arises, it can be dealt with quickly, limiting the potential impact to schedule a nd budget.
For numerous projects, regular communication between the stakeholders has resolved
countless potential issues that could have derailed the project.
▪In-Person Meetings: While much communication and coordination can occur through
digital means, there is a significant benefit of face-to-face meetings. As such, we
typically include a kick-off meeting and design review meetings in our scope. This allows
for a collaborative workshop environment to guide the project to the end result desired
by the City.
▪Dedicated Staffing: For every on-call services client, Schaaf & Wheeler assigns one
project manager and key staff, who learn how the client’s system operates. Additional
staff are brought in as needed for specific projects. Developing an understanding of how
the client’s system operates creates efficiencies when working on multiple projects or
designing an interim project that must later be expanded. Preliminary designs are more
detailed, and schedules are tighter when starting with a clear understanding of how a
project fits into the overall system.
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Exhibit A: Scope of Services Proposal
October 31, 2025
▪QA/QC: For quality assurance and quality control, we have developed a detailed
process that includes independent review of the deliverable by an uninvolved engineer
with significant experience in the field. The following flow chart details the QA/QC
process that Schaaf & Wheeler implements for all client deliverables.
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Exhibit B: Hourly Rate Sheet Proposal
October 31, 2025
4.Exhibit B: Hourly Rate Sheet
Personnel Charges
Charges for personnel engaged in professional and/or technical work are based on the actual
hours directly chargeable to the project. Subconsultant resumes are included on the following
page.
Current rates by classification are listed below:
Classification Rate/Hr
Principal Project Manager $315
Senior Project Manager $290
Senior Engineer $265
Associate Engineer $235
Assistant Engineer $215
Junior Engineer $200
Designer $185
GIS Analyst $185
Technician $170
Engineering Trainee $145
Litigation Charges
Court or deposition time as an expert witness is charged at $500 per hour.
Materials and Services
Subcontractors, special equipment, outside reproduction, data processing, computer services,
etc., will be charged at 1.10 times cost.
Effective 1/1/26
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Exhibit C
OAK #4862-8048-1163 (Rev 10-23)
EXHIBIT C
INSURANCE REQUIREMENTS for Consulting 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
a 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 a 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 a limit no less than $2,000,000 per occurrence or claim,
$2,000,000 aggregate.
If 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 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).
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Exhibit C
OAK #4862-8048-1163 (Rev 10-23)
Primary Coverage
For any claims related to this contract, 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 in 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
written 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 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
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; and
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, Consultant must
purchase “extended reporting” coverage for a minimum of five (5) years after completion
of contract work.
Verification of Coverage
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Exhibit C
OAK #4862-8048-1163 (Rev 10-23)
Consultant shall furnish the City with original Certificates of Insurance including all required
amendatory endorsements (or copies of the applicable policy language effecting coverage
required by this clause) and a copy of the Declarations and Endorsement Page of the CGL policy
listing all policy endorsements to City before work begins. However, failure to obtain the
required documents prior to the work beginning shall not waive 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.
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CERTIFICATE OF CONSULTANT
I HEREBY CERTIFY that I am the __________________________________, and a
duly authorized representative of the firm of _____________________________________,
whose address is ______________________________________________________, and that
neither I nor the above firm I here represent has:
a) Employed or retained for a commission, percentage, brokerage, contingent
fee, or other consideration, any firm or person (other than a bona fide
employee working solely for me or the above consultant) to solicit to
secure this Agreement.
b) Agreed, as an express or implied condition for obtaining this contract, to
employ or retain the services of any firm or person in connection with
carrying out the Agreement; or
c) Paid, or agreed to pay, to any firm, organization or person (other than a
bona fide employee working solely for me or the above consultant) any
fee, contribution, donation, or consideration of any kind for, or in
connection with, procuring or carrying out the Agreement;
Except as here expressly stated (if any);
I acknowledge that this certificate is subject to applicable State and Federal laws, both
criminal and civil.
_________________ ___________________________________
Date Signature
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1/29/2026
Vice President
None
Schaaf & Wheeler, Consulting Civil Engineers
4699 Old Ironsides Drive, Suite #350, Santa Clara, CA 95054
OAK #4862-8048-1163 (Rev 10-23)
MASTER AGREEMENT FOR CONSULTANT SERVICES
This MASTER AGREEMENT FOR CONSULTANT SERVICES (“Agreement”) is
entered into as of the 10th day of February, 2026, by and between the City of Rohnert Park
(“City”), a California municipal corporation, and Sonoma RSA, Incorporated (“Consultant”), a
California corporation, with reference to the following facts, understandings and intentions.
Recitals
WHEREAS, City desires to obtain services designated in Exhibit A; and
WHEREAS, Consultant hereby warrants to City that Consultant is skilled and able to
provide such services described in Section 3 of this Agreement; and
WHEREAS, City desires to retain Consultant pursuant to this Agreement to provide the
services described in Section 3 of this Agreement, subject to the terms and conditions of this
Agreement
Agreement
NOW, THEREFORE, in consideration of their mutual covenants, the parties hereto agree
as follows:
1.Incorporation of Recitals. The recitals and all defined terms set forth above are
hereby incorporated into this Agreement as if set forth herein in full.
2.Project Coordination. Authorized representatives shall represent City and
Consultant in all matters pertaining to this Agreement.
A.City. The City Manager or his/her designee shall represent City for all
purposes under this Agreement, except where approval for the City is specifically required by the
City Council. The CIP Program Manager is hereby designated as the project manager (“Project
Manager”). The Project Manager shall supervise the progress and execution of this Agreement.
B.Consultant. Consultant shall assign Christopher M. Tibbits to have overall
responsibility for the progress and execution of this Agreement for Consultant.
3.Scope and Performance of Services
A.Scope of Services. Subject to such policy direction and approvals as City
may determine from time to time, Consultant shall perform the type of services generally set out
in the Scope of Work attached hereto as Exhibit A and incorporated herein by reference.
Consultant shall be assigned to provide particular services pursuant to the requirements of a task
order that has been issued in conformance with the City’s Purchasing Policy (“Task Order”)
executed by Consultant and City.
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
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executed agreement from City and obtaining and delivering the required insurance coverage, and
satisfactory evidence thereof, to City. Consultant shall perform its services in accordance with
the schedule attached to the Task Order. Any changes to these dates in either this Section 3 or
the Task Order shall be approved in writing by the Project Manager.
C.Standard of Quality. City relies upon the professional ability of
Consultant as a material inducement to entering into this Agreement. All work performed by
Consultant under this Agreement shall be performed (1) with due diligence, using its best efforts
to perform and coordinate all activities in a timely manner; (2) in accordance with all applicable
legal requirements; and (3) with the standard of quality ordinarily 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: (1) for services provided
directly under this Agreement be at the rate and schedules more particularly described in Exhibit
B, attached hereto and incorporated by this reference; or (2) for services authorized by Task
Orders, be at the rate and schedules specified by said Task Order. However, in no event shall the
amount City pays to Consultant for services provided directly under this Agreement exceed
fifteen thousand dollars ($15,000.00); nor shall the amount City pays to Consultant for work
done by Task Order exceed the total compensation specified by the Task Order. City’s
obligation to pay compensation to Consultant as provided herein is contingent upon Consultant’s
compliance with the terms and conditions of this Agreement and any amendments thereto.
Payment by City under this Agreement shall not be deemed a waiver of unsatisfactory work,
even if such defects were known to the City at the time of payment.
B.Timing of Payment. City shall pay Consultant as compensation in full for
such services and expenses for the different elements of the scope of work as follows:
(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.
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C.Changes in Compensation. Consultant will not undertake any work that
will incur costs in excess of the amount set forth in Section 4(A) of this Agreement without prior
written amendment to this Agreement. City shall have the right to amend the Scope of Work
within the Agreement by written notification to the Consultant. In such event, the compensation
and time of performance shall be subject to renegotiation upon written demand of either party to
the Agreement. Consultant shall not commence any work exceeding the Scope of Work without
prior written authorization from the City. Failure of the Consultant to secure City’s written
authorization for extra or changed work shall constitute a waiver of any and all right to
adjustment in the contract price or time due, whether by way of compensation, restitution,
quantum meruit, etc. for work done without the appropriate City authorization.
D.Taxes. Consultant shall pay all taxes, assessments and premiums under
the federal Social Security Act, any applicable unemployment insurance contributions, Workers
Compensation insurance premiums, sales taxes, use taxes, personal property taxes, or other taxes
or assessments now or hereafter in effect and payable by reason of or in connection with the
services to be performed by Consultant.
E.No Overtime or Premium Pay. Consultant shall receive no premium or
enhanced pay for work normally understood as overtime, i.e., hours that exceed forty (40) hours
per work week, or work performed during non-standard business hours, such as in the evenings
or on weekends. Consultant shall not receive a premium or enhanced pay for work performed on
a recognized holiday. Consultant shall not receive paid time off for days not worked, whether it
be in the form of sick leave, administrative leave, or for any other form of absence.
F.Litigation Support. Consultant agrees to testify at City’s request if
litigation is brought against City in connection with Consultant’s work product. Unless the
action is brought by Consultant or is based upon Consultant’s negligence, City will compensate
Consultant for the preparation and the testimony at Consultant’s standard hourly rates, if
requested by City and not part of the litigation brought by City against Consultant.
5. Term. The term of this Agreement shall commence on the date of its execution
by both parties and shall continue in full force and effect until December 31, 2029, unless earlier
terminated in accordance with this Agreement. Notwithstanding the foregoing, this Agreement
may be extended for successive one-year term(s) upon mutual, written approval by the City
Manager or his/her designee and Consultant. Work authorized by a separate Task Order as
contemplated by this Agreement shall be performed in accordance with the schedule set forth in
the Task Order.
6.Inspection. Consultant shall furnish City with every reasonable opportunity for
City to ascertain that the services of Consultant are being performed in accordance with the
requirements and intentions of this Agreement. All work done and all materials furnished, if
any, shall be subject to the Project Manager’s inspection and approval. The inspection of such
work shall not relieve Consultant of any of its obligations to fulfill the Agreement as prescribed.
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,
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prepared or obtained by the Consultant under the Agreement shall be vested in City, none of
which shall be used in any manner whatsoever, by any person, firm, corporation, or agency
without the expressed written consent of the City. Consultant shall assume no responsibility for
the unintended use by others of such final work products which are not related to the scope of the
services described under this Agreement. Basic survey notes and sketches, charts, computations,
and other data prepared or obtained under the Agreement shall be made available, upon request,
to City without restriction or limitations on their use. Consultant may retain copies of the above-
described information but agrees not to disclose or discuss any information gathered, discussed
or generated in any way through this Agreement without the written permission of City during
the term of this Agreement, unless required by law.
8.Employment of Other Consultants, Specialists or Experts. Consultant will not
employ or otherwise incur an obligation to pay other consultants, specialists or experts for
services in connection with this Agreement without the prior written approval of the City.
9. Conflict of Interest Requirements.
A.Consultant covenants and represents that neither it, nor any officer or
principal of its firm, has, or shall acquire any investment, income, business entity, interest in real
property, or other interest, directly or indirectly, which would conflict in any manner with the
interests of City, hinder Consultant’s performance of services under this Agreement, or be
affected in any manner or degree by performance of Consultant’s services hereunder. Consultant
further covenants that in the performance of the Agreement, no person having any such interest
shall be employed by it as an officer, employee, agent, or subcontractor without the express
written consent of the City. Consultant agrees at all times to avoid conflicts of interest, or the
appearance of any conflicts of interest, with the interests of the City in the performance of the
Agreement.
B.Consultant is not a designated employee within the meaning of the
Political Reform Act because Consultant:
(1)will not have the power to make any governmental decision,
including whether to: approve any rates, rules, regulations, policies, standards, or guidelines of
the City or any of its subdivisions; adopt or enforce any laws; issue, deny, suspend, or revoke
any permit, license, application, certificate, order, or any similar authorization or entitlement;
authorize, modify, or renew any form of City contract; grant approval to any City contract
specifications on behalf of the City; or grant City approval for any plans, designs, reports, or
similar; and
(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” includes 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
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(3)will not perform the same duties for the City that would otherwise
be performed by a staff member required to report under the City’s conflict of interest code.
(2 Cal. Code Regs. § 18700.3.)
10.Liability of Members and Employees of City. No member of the City and no
other officer, elected official, employee or agent of the City shall be personally liable to
Consultant or otherwise in the event of any default or breach of the City, or for any amount
which may become due to Consultant or any successor in interest, or for any obligations directly
or indirectly incurred under the terms of this Agreement. To the maximum extent permitted by
law, the City shall have no liability or responsibility for any accident, loss, or damage to any
work performed under this Agreement whether prior to its completion or acceptance or
otherwise.
11.Indemnity.
A.Indemnification. To the fullest extent permitted by law, Consultant shall,
at its own expense, indemnify, protect, defend (by counsel reasonably satisfactory to the City)
and hold harmless City and any and all of its officers, officials, employees, agents and volunteers
(“Indemnified Parties”) from and against any and all liability (including liability for claims,
demands, damages, obligations, suits, actions, arbitration proceedings, administrative
proceedings, regulatory proceedings, losses, expenses or costs of any kind, whether actual,
alleged or threatened, including attorneys’ fees and costs, court costs, interest, defense costs and
expert witness fees) of any nature (“Liability”), whether actual, alleged or threatened, which
arise out of, pertain to, or relate to the performance or failure to comply with this Agreement,
regardless of any fault or alleged fault of the Indemnified Parties.
1.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.
2.The only exception to Consultant’s responsibility to indemnify,
protect, defend, and hold harmless the Indemnified Parties from Liability is due to the active
negligence or willful misconduct of City or its elective or appointive boards, officers, agents and
employees.
B.Scope of Obligation. Consultant’s duty to indemnify, protect, defend and
hold harmless as set forth in this Section 11 shall include the duty to defend (by counsel
reasonably satisfactory to the City) as set forth in California Civil Code § 2778. This
indemnification obligation is not limited in any way by any limitation on the amount or type of
damages or compensation payable by or for Consultant under worker’s compensation, disability
or other employee benefit acts or the terms, applicability or limitations of any insurance held or
provided by Consultant and shall continue to bind the parties after termination/completion of this
agreement. This indemnification shall be regardless of, and not in any way limited by, the
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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.
C. Consultant’s duty to indemnify, protect, defend and hold harmless as set
forth in this Section 11 shall not be excused because of the Consultant’s inability to evaluate
Liability, or because the Consultant evaluates Liability and determines that the Consultant is not
or may not be liable. 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 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 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 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.
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C.Prevailing Wage. Consultant and Consultant’s subcontractors (if any)
shall, to the extent required by the California Labor Code, pay not less than the latest prevailing
wage rates to workers and professionals as determined by the Director of Industrial Relations of
the State of California pursuant to California Labor Code, Part 7, Chapter 1, Article 2. Copies of
the applicable wage determination are on file at the City’s office of the City Clerk.
D.Injury and Illness Prevention Program. Consultant certifies that it is aware
of and has complied with the provisions of California Labor Code § 6401.7, which requires
every employer to adopt a written injury and illness prevention program.
E.Business Licenses. Unless exempt by law, Consultant and all
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.Confidential Information. All data, documents, discussions or other information
developed or received by or for Consultant in performance of this Agreement are confidential
and not to be disclosed to any person except as authorized by City, or as required by law.
15. Assignment; Subcontractors; Employees
A.Assignment. Consultant shall not assign, delegate, transfer, or convey its
duties, responsibilities, or interests in this Agreement or any right, title, obligation, or interest in
or to the same or any part thereof without the City’s prior written consent, which shall be in the
City’s sole discretion. Any assignment without such approval shall be void and, at the City’s
option, shall immediately cause this Agreement to terminate.
B.Subcontractors; Employees. Consultant shall be responsible for
employing or engaging all persons necessary to perform Consultant’s services hereunder. No
subcontractor of Consultant shall be recognized by the City as such; rather, all subcontractors are
deemed to be employees of Consultant, and Consultant agrees to be responsible for their
performance. Consultant shall give its personal attention to the fulfillment of the provisions of
this Agreement by all of its employees and subcontractors, if any, and shall keep the work under
its control. If any employee or subcontractor of Consultant fails or refuses to carry out the
provisions of this Agreement or appears to be incompetent or to act in a disorderly or improper
manner, it shall be discharged immediately from the work under this Agreement on demand of
the Project Manager.
16. Insurance. Without limiting Consultant’s indemnification provided herein,
Consultant shall, at its own expense, procure and maintain insurance that complies with the
requirements set forth in Exhibit C to this Agreement, which is attached hereto and incorporated
by reference. Consultant shall upon thirty (30) days’ written notice comply with any changes in
the amounts and terms of insurance as may be required from time-to-time by City’s risk
manager.
17.Termination of Agreement; Default.
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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 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 Consultant’s breach of the Agreement.
C.In the event City terminates this Agreement without cause, Consultant
shall be entitled to any compensation owed to it up to the time of such termination, it being
understood that any payments are full compensation for services rendered prior to the time of
payment.
D.Upon termination of this Agreement with or without cause, Consultant
shall turn over to the City Manager immediately any and all copies of studies, sketches,
drawings, computations, and other data, whether or not completed, prepared by Consultant or its
subcontractors, if any, or given to Consultant or its subcontractors, if any, in connection with this
Agreement. Such materials shall become the permanent property of the City. Consultant,
however, shall not be liable for the City’s use of incomplete materials nor for the City’s use of
complete documents if used for other than the project contemplated by this Agreement.
18. Suspension. The City shall have the authority to suspend this Agreement and the
services contemplated herein, wholly or in part, for such period as it deems necessary due to
unfavorable conditions or to the failure on the part of the Consultant to perform any provision of
this Agreement. Consultant will be paid for satisfactory services performed prior to the date of
suspension. During the period of suspension, Consultant shall not receive any payment for
services or expenses incurred by Consultant by reason of such suspension.
19.Merger; Amendment. This Agreement constitutes the complete and exclusive
statement of the agreement between City and Consultant and shall supersede all prior
negotiations, representations, or agreements, either written or oral. This document may be
amended only by written instrument, signed by both the City and Consultant. All provisions of
this Agreement are expressly made conditions.
20.Interpretation. This Agreement shall be interpreted as though it was a product of
a joint drafting effort, and no provisions shall be interpreted against a party on the ground that
said party was solely or primarily responsible for drafting the language to be interpreted.
21.Litigation 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
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court will not be bound by any court fee schedule, but shall, if it is in the interest of justice to do
so, award the full amount of costs, expenses, and attorneys’ fees paid or incurred in good faith.
22.Time Is of the Essence. Time is of the essence in this Agreement. Upon receipt
of a written notice from City to proceed with work required by a Task Order, Consultant shall
immediately commence work to perform the services required by that Task Order according to
the time requirements set in the Task Order.
23.Written Notification. Any notice, demand, request, consent, approval or
communication that either party desires or is required to give to the other party shall be in
writing and either served personally or sent by prepaid, first-class mail. Any such notice,
demand, etc. shall be addressed to the other party at the address set forth below. Either party
may change its address by notifying the other party in writing 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.
If to City: City Clerk
City of Rohnert Park - City Hall
130 Avram Avenue
Rohnert Park, CA 94928
If to Consultant: Sonoma RSA, Incorporation
Attn: Christopher M. Tibbits
1515 Fourth Street
Napa, CA 94559
24. Consultant’s Books and Records.
A.Consultant shall maintain any and all ledgers, books of account, invoices,
vouchers, canceled checks, and other records or documents evidencing or relating to charges for
services, or expenditures and disbursements charged to City and all documents and records
which demonstrate performance under this Agreement for a minimum period of three (3) years,
or for any longer period required by law, from the date of termination or completion of this
Agreement.
B.Any records or documents required to be maintained pursuant to this
Agreement shall be made available for inspection or audit, at any time during regular business
hours, upon written request by the City Attorney, City Auditor, City Manager, or a designated
representative of any of these officers. Copies of such documents shall be provided to City for
inspection when it is practical to do so. Otherwise, unless an alternative is mutually agreed
upon, the records shall be available at Consultant’s address indicated for receipt of notices in this
Agreement.
C.The City may, by written request by any of the above-named officers,
require that custody of the records be given to the City and that the records and documents be
maintained in the City Manager's office.
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25.Agreement Is Binding. The terms, covenants, and conditions of this Agreement
shall apply to, and shall bind, the heirs, successors, executors, administrators, assigns, and
subcontractors of both parties.
26.Equal Employment Opportunity. Consultant is an equal opportunity employer
and agrees to comply with all applicable state and federal regulations governing equal
employment opportunity. Consultant will not discriminate against any employee or applicant for
employment because of race, religion, age, sex, creed, color, sexual orientation, marital status or
national origin. Consultant will take affirmative action to ensure that applicants are treated
during such employment without regard to race, religion, age, sex, creed, color, sexual
orientation, marital status, or national origin. Such action shall include, but shall not be limited
to, the following: employment, upgrading, demotion, or transfer; recruitment or recruitment
advertising; lay-offs or termination; rates of pay or other forms of compensation; and selection
for training, including apprenticeship. Consultant further agrees to post in conspicuous places,
available to employees and applicants for employment, notices setting forth the provisions of this
nondiscrimination clause.
27.Non-Exclusive Agreement. This is a non-exclusive agreement. City reserves the
right to provide, and to retain other consultants to provide, services that are the same or similar to
the services described in this Agreement.
28.City Not Obligated to Third Parties. The City shall not be obligated or liable for
payment hereunder to any party other than Consultant.
29.Remedies/Waiver. No failure on the part of either party to exercise any term,
covenant, condition, right or remedy hereunder shall operate as a waiver of any other term,
covenant, condition, right or remedy that such party may have hereunder. All remedies
permitted or available under this Agreement, or at law or in equity, are cumulative and
alternative. As a condition precedent to commencing legal action involving a claim or dispute
against the City arising from this Agreement, 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.
30.Severability. If any one or more of the provisions contained herein shall for any
reason be held to be invalid, illegal or unenforceable in any respect, then such provision or
provisions shall be deemed severable from the remaining provisions hereof, and such invalidity,
illegality, or unenforceability shall not affect any other provision hereof, and this Agreement
shall be construed as if such invalid, illegal, or unenforceable provision had not been contained
herein.
31. Exhibits. The following exhibits are attached to this Agreement and incorporated
herein by this reference:
A.Exhibit A: Scope of Work and Schedule of Performance
B.Exhibit B: Compensation
C.Exhibit C: Insurance Requirements
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32. Execution. This Agreement may be executed in several counterparts, each of
which shall constitute one and the same instrument and shall become binding upon the parties
when at least one copy hereof shall have been signed by both parties hereto. In approving this
Agreement, it shall not be necessary to produce or account for more than one such counterpart.
The parties hereby expressly agree to the use of electronic signatures, which shall be deemed to
have the same effect as an original signature.
33.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.
34.Applicable Law; Venue. This Agreement shall be construed and interpreted
according to California law. In the event that suit shall be brought by either party hereunder, the
parties agree that a trial of such action shall be held exclusively in a state court in the County of
Sonoma, California.
35. Authority. Each individual executing this Agreement on behalf of one of the
parties represents that he or she is duly authorized to sign and deliver the Agreement on behalf of
such party and that this Agreement is binding on such party in accordance with its terms.
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) (Date)
Per Resolution No. 2026-______adopted by the Rohnert
Park City Council at its meeting of February 10, 2026.
By: _________________________________
Tracy Rankin, Interim Risk Manager (Date)
By: _________________________________
Betsy Howze, Finance Director (Date)
(Date)
SONOMA RSA, INCORPORATION
By:
Paul S. Warnock
Vice President + Principal
SONOMA RSA, INCORPORATION
By:
Christopher M. Tibbits
President + Principal
APPROVED AS TO FORM:
By: __________________________________
Michelle Marchetta Kenyon, City Attorney
ATTEST:
By: __________________________________
Sylvia Lopez Cuevas, City Clerk
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RESPONSE TO RFP OCTOBER , 2025
EXHIBIT A: SCOPE OF SERVICES
Under Development Services – Engineering Services, RSA+ will provide Surveying Services for municipal
projects.
Under Public Works – Capital Improvement Services, our team will offer a full range of planning, design, and
project management services to support the successful delivery of the City’s capital improvement projects.
The following chart outlines the specific services that RSA+, and our team of subconsultants, are prepared to
provide in support of the City’s ongoing and future programs.
FIRM
SERVICE RSA+ RGH W-T S1515 NDP CB LSA ZFA
WATER/SEWER MUNICIPAL UTILITIES x x x
FEASIBILITY x x x x x x x x
CONDITION ASSESSMENTS: SIDEWALK & PAVEMENT x x
DRAFTING x
PROFESSIONAL ENGINEERING x x x x x
CIVIL ENGINEERING DESIGN x
TECHNICAL SPECIFICATION CREATION x x x x x x x
CONSTRUCTION MANAGEMENT x
CONSTRUCTION INSPECTION x x
ASSET PLANNING & ENVIRONMENTAL x
COST ESTIMATING x x x x x x
ARCHITECTURE x
PROJECT MANAGEMENT x
STATE & FEDERAL PROJECT MANAGEMENT x
TRAFFIC AND TRANSPORTATION ENGINEERING x
GEOTECHNICAL ENGINEERING x
MECHANICAL ENGINEERING x
ELECTRICAL ENGINEERING x
STRUCTURAL ENGINEERING x
LANDSCAPE ARCHITECTURE x
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ENGINEERING FEE SCHEDULE WITH PREVAILING WAGE RATES
1.Listed herein are prices for the engineering services frequently performed by RSA+. Prices for services
not listed will be given upon request.
2.Materials and expenses (subcontracts, fees, meals, travel expenses, etc.) are invoiced at cost plus
15%. Printing and plotting costs (for up to 50 sheets) will be billed per schedule below.
a.CADD plot $10.00 per plot
b.Large-format copies, B&W $ 4.00 per sheet
c.Small-format copies, B&W $ 0.15 per page
d.Small-format copies, Color $ 0.75 per page
3.Invoices will be submitted as agreed and are due upon receipt. Unpaid bills will be considered past
due after 30 days from invoice date and will be subject to a late payment charge at the rate of 1½
percent per month, subject to a minimum charge of $15.00 per month.
4.A monthly fee of $200.00 will be charged for special handling or processing not conforming to RSA+’s
standard invoicing format. Special handling includes the preparation of bank vouchers, lien releases,
and invoicing with non-RSA+ standard task organizations.
5.A 3% convenience fee will be charged for each credit card transaction processed.
6.This Fee Schedule is applicable until December 31, 2025, and is limited to that date in any contract of
which it is a part. Fees are subject to change January 1, 2026.
7.Travel time is charged at standard billing rates.
8.Tasks involved with or requiring overtime, Code Violation Resolution, Stormwater Exceedance
Compliance Assistance, Depositions, Hearings or Court Appearances are charged at 1.5 times at
standard billing rates.
PREVAILING WAGE PERSONNEL RATES
Administrative Coordinator $100 per hour Licensed Land Surveyor $250 per hour
Assistant Engineer $190 per hour Principal $300 per hour
Associate Principal $290 per hour Project Engineer $215 per hour
Design Engineer $200 per hour Project Manager $255 per hour
Draftsperson $140 per hour Prevailing Wage Survey Crew (2 Man) $395 per hour
Engineering Aide $105 per hour Prevailing Wage QSP Stormwater
Sampling Technician
$190 per hour
Engineering Technician $180 per hour Prevailing Wage Additional Field
Personnel
$170 per hour
Lead Engineer $220 per hour Survey Technician $170 per hour
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EXHIBIT B
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Exhibit C
OAK #4862-8048-1163 (Rev 10-23)
EXHIBIT C
INSURANCE REQUIREMENTS for Consulting 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
a 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 a 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 a limit no less than $2,000,000 per occurrence or claim,
$2,000,000 aggregate.
If 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 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).
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Exhibit C
OAK #4862-8048-1163 (Rev 10-23)
Primary Coverage
For any claims related to this contract, 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 in 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
written 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 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
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; and
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, Consultant must
purchase “extended reporting” coverage for a minimum of five (5) years after completion
of contract work.
Verification of Coverage
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Exhibit C
OAK #4862-8048-1163 (Rev 10-23)
Consultant shall furnish the City with original Certificates of Insurance including all required
amendatory endorsements (or copies of the applicable policy language effecting coverage
required by this clause) and a copy of the Declarations and Endorsement Page of the CGL policy
listing all policy endorsements to City before work begins. However, failure to obtain the
required documents prior to the work beginning shall not waive 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.
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CERTIFICATE OF CONSULTANT
I HEREBY CERTIFY that I am the __________________________________, and a
duly authorized representative of the firm of _____________________________________,
whose address is ______________________________________________________, and that
neither I nor the above firm I here represent has:
a) Employed or retained for a commission, percentage, brokerage, contingent
fee, or other consideration, any firm or person (other than a bona fide
employee working solely for me or the above consultant) to solicit to
secure this Agreement.
b) Agreed, as an express or implied condition for obtaining this contract, to
employ or retain the services of any firm or person in connection with
carrying out the Agreement; or
c) Paid, or agreed to pay, to any firm, organization or person (other than a
bona fide employee working solely for me or the above consultant) any
fee, contribution, donation, or consideration of any kind for, or in
connection with, procuring or carrying out the Agreement;
Except as here expressly stated (if any);
I acknowledge that this certificate is subject to applicable State and Federal laws, both
criminal and civil.
_________________ ___________________________________
Date Signature
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1515 Fourth Street, Napa, CA 94559
Sonoma RSA, Inc.
1/29/2026
Vice President
OAK #4862-8048-1163 (Rev 10-23)
MASTER AGREEMENT FOR CONSULTANT SERVICES
This MASTER AGREEMENT FOR CONSULTANT SERVICES (“Agreement”) is
entered into as of the ______ day of _____________, 2026, by and between the City of Rohnert
Park (“City”), a California municipal corporation, and SWA Group (“Consultant”), a California
corporation, with reference to the following facts, understandings and intentions.
Recitals
WHEREAS, City desires to obtain services designated in Exhibit A; and
WHEREAS, Consultant hereby warrants to City that Consultant is skilled and able to
provide such services described in Section 3 of this Agreement; and
WHEREAS, City desires to retain Consultant pursuant to this Agreement to provide the
services described in Section 3 of this Agreement, subject to the terms and conditions of this
Agreement
Agreement
NOW, THEREFORE, in consideration of their mutual covenants, the parties hereto agree
as follows:
1.Incorporation of Recitals. The recitals and all defined terms set forth above are
hereby incorporated into this Agreement as if set forth herein in full.
2.Project Coordination. Authorized representatives shall represent City and
Consultant in all matters pertaining to this Agreement.
A.City. The City Manager or his/her designee shall represent City for all
purposes under this Agreement, except where approval for the City is specifically required by the
City Council. The CIP Program Manager is hereby designated as the project manager (“Project
Manager”). The Project Manager shall supervise the progress and execution of this Agreement.
B.Consultant. Consultant shall assign Shuntaro Yahiro to have overall
responsibility for the progress and execution of this Agreement for Consultant.
3.Scope and Performance of Services
A.Scope of Services. Subject to such policy direction and approvals as City
may determine from time to time, Consultant shall perform the type of services generally set out
in the Scope of Work attached hereto as Exhibit A and incorporated herein by reference.
Consultant shall be assigned to provide particular services pursuant to the requirements of a task
order that has been issued in conformance with the City’s Purchasing Policy (“Task Order”)
executed by Consultant and City.
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
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executed agreement from City and obtaining and delivering the required insurance coverage, and
satisfactory evidence thereof, to City. Consultant shall perform its services in accordance with
the schedule attached to the Task Order. Any changes to these dates in either this Section 3 or
the Task Order shall be approved in writing by the Project Manager.
C.Standard of Quality. City relies upon the professional ability of
Consultant as a material inducement to entering into this Agreement. All work performed by
Consultant under this Agreement shall be performed (1) with due diligence, using its
professional 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 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: (1) for services provided
directly under this Agreement be at the rate and schedules more particularly described in Exhibit
B, attached hereto and incorporated by this reference; or (2) for services authorized by Task
Orders, be at the rate and schedules specified by said Task Order. However, in no event shall the
amount City pays to Consultant for services provided directly under this Agreement exceed
fifteen thousand dollars ($15,000.00); nor shall the amount City pays to Consultant for work
done by Task Order exceed the total compensation specified by the Task Order. City’s
obligation to pay compensation to Consultant as provided herein is contingent upon Consultant’s
compliance with the terms and conditions of this Agreement and any amendments thereto.
Payment by City under this Agreement shall not be deemed a waiver of unsatisfactory work,
even if such defects were known to the City at the time of payment.
B.Timing of Payment. City shall pay Consultant as compensation in full for
such services and expenses for the different elements of the scope of work as follows:
(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.
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C. Changes in Compensation. Consultant will not undertake any work that
will incur costs in excess of the amount set forth in Section 4(A) of this Agreement without prior
written amendment to this Agreement. City shall have the right to amend the Scope of Work
within the Agreement by written notification to the Consultant. In such event, the compensation
and time of performance shall be subject to renegotiation upon written demand of either party to
the Agreement. Consultant shall not commence any work exceeding the Scope of Work without
prior written authorization from the City. Failure of the Consultant to secure City’s written
authorization for extra or changed work shall constitute a waiver of any and all right to
adjustment in the contract price or time due, whether by way of compensation, restitution,
quantum meruit, etc. for work done without the appropriate City authorization.
D. Taxes. Consultant shall pay all taxes, assessments and premiums under
the federal Social Security Act, any applicable unemployment insurance contributions, Workers
Compensation insurance premiums, sales taxes, use taxes, personal property taxes, or other taxes
or assessments now or hereafter in effect and payable by reason of or in connection with the
services to be performed by Consultant.
E. No Overtime or Premium Pay. Consultant shall receive no premium or
enhanced pay for work normally understood as overtime, i.e., hours that exceed forty (40) hours
per work week, or work performed during non-standard business hours, such as in the evenings
or on weekends. Consultant shall not receive a premium or enhanced pay for work performed on
a recognized holiday. Consultant shall not receive paid time off for days not worked, whether it
be in the form of sick leave, administrative leave, or for any other form of absence.
F. Litigation Support. Consultant agrees to testify at City’s request if
litigation is brought against City in connection with Consultant’s work product. Unless the
action is brought by Consultant or is based upon Consultant’s negligence, City will compensate
Consultant for the preparation and the testimony at Consultant’s standard hourly rates, if
requested by City and not part of the litigation brought by City against Consultant.
5. Term. The term of this Agreement shall commence on the date of its execution
by both parties and shall continue in full force and effect until December 31, 2029, unless earlier
terminated in accordance with this Agreement. Notwithstanding the foregoing, this Agreement
may be extended for successive one-year term(s) upon mutual, written approval by the City
Manager or his/her designee and Consultant. Work authorized by a separate Task Order as
contemplated by this Agreement shall be performed in accordance with the schedule set forth in
the Task Order.
6. Inspection. Consultant shall furnish City with every reasonable opportunity for
City to ascertain that the services of Consultant are being performed in accordance with the
requirements and intentions of this Agreement. All work done and all materials furnished, if
any, shall be subject to the Project Manager’s inspection and approval. The inspection of such
work shall not relieve Consultant of any of its obligations to fulfill the Agreement as prescribed.
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,
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prepared or obtained by the Consultant under the Agreement shall be vested in City, none of
which shall be used in any manner whatsoever, by any person, firm, corporation, or agency
without the expressed written consent of the City. Consultant shall assume no responsibility for
the unintended use by others of such final work products which are not related to the scope of the
services described under this Agreement. Basic survey notes and sketches, charts, computations,
and other data prepared or obtained under the Agreement shall be made available, upon request,
to City without restriction or limitations on their use. Consultant may retain copies of the above-
described information but agrees not to disclose or discuss any information gathered, discussed
or generated in any way through this Agreement without the written permission of City during
the term of this Agreement, unless required by law.
8. Employment of Other Consultants, Specialists or Experts. Consultant will not
employ or otherwise incur an obligation to pay other consultants, specialists or experts for
services in connection with this Agreement without the prior written approval of the City.
9. Conflict of Interest Requirements.
A. Consultant covenants and represents that neither it, nor any officer or
principal of its firm, has, or shall acquire any investment, income, business entity, interest in real
property, or other interest, directly or indirectly, which would conflict in any manner with the
interests of City, hinder Consultant’s performance of services under this Agreement, or be
affected in any manner or degree by performance of Consultant’s services hereunder. Consultant
further covenants that in the performance of the Agreement, no person having any such interest
shall be employed by it as an officer, employee, agent, or subcontractor without the express
written consent of the City. Consultant agrees at all times to avoid conflicts of interest, or the
appearance of any conflicts of interest, with the interests of the City in the performance of the
Agreement.
B. Consultant is not a designated employee within the meaning of the
Political Reform Act because Consultant:
(1) will not have the power to make any governmental decision,
including whether to: approve any rates, rules, regulations, policies, standards, or guidelines of
the City or any of its subdivisions; adopt or enforce any laws; issue, deny, suspend, or revoke
any permit, license, application, certificate, order, or any similar authorization or entitlement;
authorize, modify, or renew any form of City contract; grant approval to any City contract
specifications on behalf of the City; or grant City approval for any plans, designs, reports, or
similar; and
(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” includes 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
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(3) will not perform the same duties for the City that would otherwise
be performed by a staff member required to report under the City’s conflict of interest code.
(2 Cal. Code Regs. § 18700.3.)
10. Liability of Members and Employees of City. No member of the City and no
other officer, elected official, employee or agent of the City shall be personally liable to
Consultant or otherwise in the event of any default or breach of the City, or for any amount
which may become due to Consultant or any successor in interest, or for any obligations directly
or indirectly incurred under the terms of this Agreement. To the maximum extent permitted by
law, the City shall have no liability or responsibility for any accident, loss, or damage to any
work performed under this Agreement whether prior to its completion or acceptance or
otherwise.
11. Indemnity.
A. Indemnification. To the fullest extent permitted by law, Consultant shall,
at its own expense, indemnify, protect, defend (by counsel reasonably satisfactory to the City)
and hold harmless City and any and all of its officers, officials, employees, agents and volunteers
(“Indemnified Parties”) from and against any and all liability (including liability for claims,
demands, damages, obligations, suits, actions, arbitration proceedings, administrative
proceedings, regulatory proceedings, losses, expenses or costs of any kind, whether actual,
alleged or threatened, including attorneys’ fees and costs, court costs, interest, defense costs and
expert witness fees) of any nature (“Liability”), whether actual, alleged or threatened, which
arise out of, pertain to, or relate to the performance or failure to comply with this Agreement,
regardless of any fault or alleged fault of the Indemnified Parties.
1. 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.
2. The only exception to Consultant’s responsibility to indemnify,
protect, defend, and hold harmless the Indemnified Parties from Liability is due to the active
negligence or willful misconduct of City or its elective or appointive boards, officers, agents and
employees.
B. Scope of Obligation. Consultant’s duty to indemnify, protect, defend and
hold harmless as set forth in this Section 11 shall include the duty to defend (by counsel
reasonably satisfactory to the City) as set forth in California Civil Code § 2778. This
indemnification obligation is not limited in any way by any limitation on the amount or type of
damages or compensation payable by or for Consultant under worker’s compensation, disability
or other employee benefit acts or the terms, applicability or limitations of any insurance held or
provided by Consultant and shall continue to bind the parties after termination/completion of this
agreement. This indemnification shall be regardless of, and not in any way limited by, the
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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.
C. Consultant’s duty to indemnify, protect, defend and hold harmless as set
forth in this Section 11 shall not be excused because of the Consultant’s inability to evaluate
Liability, or because the Consultant evaluates Liability and determines that the Consultant is not
or may not be liable. 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 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 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 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.
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C. Prevailing Wage. Consultant and Consultant’s subcontractors (if any)
shall, to the extent required by the California Labor Code, pay not less than the latest prevailing
wage rates to workers and professionals as determined by the Director of Industrial Relations of
the State of California pursuant to California Labor Code, Part 7, Chapter 1, Article 2. Copies of
the applicable wage determination are on file at the City’s office of the City Clerk.
D. Injury and Illness Prevention Program. Consultant certifies that it is aware
of and has complied with the provisions of California Labor Code § 6401.7, which requires
every employer to adopt a written injury and illness prevention program.
E. Business Licenses. Unless exempt by law, Consultant and all
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. Confidential Information. All data, documents, discussions or other information
developed or received by or for Consultant in performance of this Agreement are confidential
and not to be disclosed to any person except as authorized by City, or as required by law.
15. Assignment; Subcontractors; Employees
A. Assignment. Consultant shall not assign, delegate, transfer, or convey its
duties, responsibilities, or interests in this Agreement or any right, title, obligation, or interest in
or to the same or any part thereof without the City’s prior written consent, which shall be in the
City’s sole discretion. Any assignment without such approval shall be void and, at the City’s
option, shall immediately cause this Agreement to terminate.
B. Subcontractors; Employees. Consultant shall be responsible for
employing or engaging all persons necessary to perform Consultant’s services hereunder. No
subcontractor of Consultant shall be recognized by the City as such; rather, all subcontractors are
deemed to be employees of Consultant, and Consultant agrees to be responsible for their
performance. Consultant shall give its personal attention to the fulfillment of the provisions of
this Agreement by all of its employees and subcontractors, if any, and shall keep the work under
its control. If any employee or subcontractor of Consultant fails or refuses to carry out the
provisions of this Agreement or appears to be incompetent or to act in a disorderly or improper
manner, it shall be discharged immediately from the work under this Agreement on demand of
the Project Manager.
16. Insurance. Without limiting Consultant’s indemnification provided herein,
Consultant shall, at its own expense, procure and maintain insurance that complies with the
requirements set forth in Exhibit C to this Agreement, which is attached hereto and incorporated
by reference. Consultant shall upon thirty (30) days’ written notice comply with any changes in
the amounts and terms of insurance as may be required from time-to-time by City’s risk
manager.
17. Termination of Agreement; Default.
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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 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 Consultant’s breach of the Agreement.
C. In the event City terminates this Agreement without cause, Consultant
shall be entitled to any compensation owed to it up to the time of such termination, it being
understood that any payments are full compensation for services rendered prior to the time of
payment.
D. Upon termination of this Agreement with or without cause, Consultant
shall turn over to the City Manager immediately any and all copies of studies, sketches,
drawings, computations, and other data, whether or not completed, prepared by Consultant or its
subcontractors, if any, or given to Consultant or its subcontractors, if any, in connection with this
Agreement. Such materials shall become the permanent property of the City. Consultant,
however, shall not be liable for the City’s use of incomplete materials nor for the City’s use of
complete documents if used for other than the project contemplated by this Agreement.
18. Suspension. The City shall have the authority to suspend this Agreement and the
services contemplated herein, wholly or in part, for such period as it deems necessary due to
unfavorable conditions or to the failure on the part of the Consultant to perform any provision of
this Agreement. Consultant will be paid for satisfactory services performed prior to the date of
suspension. During the period of suspension, Consultant shall not receive any payment for
services or expenses incurred by Consultant by reason of such suspension.
19. Merger; Amendment. This Agreement constitutes the complete and exclusive
statement of the agreement between City and Consultant and shall supersede all prior
negotiations, representations, or agreements, either written or oral. This document may be
amended only by written instrument, signed by both the City and Consultant. All provisions of
this Agreement are expressly made conditions.
20. Interpretation. This Agreement shall be interpreted as though it was a product of
a joint drafting effort, and no provisions shall be interpreted against a party on the ground that
said party was solely or primarily responsible for drafting the language to be interpreted.
21. Litigation 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
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court will not be bound by any court fee schedule, but shall, if it is in the interest of justice to do
so, award the full amount of costs, expenses, and attorneys’ fees paid or incurred in good faith.
22. Time Is of the Essence. Time is of the essence in this Agreement. Upon receipt
of a written notice from City to proceed with work required by a Task Order, Consultant shall
immediately commence work to perform the services required by that Task Order according to
the time requirements set in the Task Order.
23. Written Notification. Any notice, demand, request, consent, approval or
communication that either party desires or is required to give to the other party shall be in
writing and either served personally or sent by prepaid, first-class mail. Any such notice,
demand, etc. shall be addressed to the other party at the address set forth below. Either party
may change its address by notifying the other party in writing 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.
If to City: City Clerk
City of Rohnert Park - City Hall
130 Avram Avenue
Rohnert Park, CA 94928
If to Consultant: SWA Group
Attn: Shuntaro Yahiro
2200 Bridgeway
Sausalito, CA 94965
24. Consultant’s Books and Records.
A. Consultant shall maintain any and all ledgers, books of account, invoices,
vouchers, canceled checks, and other records or documents evidencing or relating to charges for
services, or expenditures and disbursements charged to City and all documents and records
which demonstrate performance under this Agreement for a minimum period of three (3) years,
or for any longer period required by law, from the date of termination or completion of this
Agreement.
B. Any records or documents required to be maintained pursuant to this
Agreement shall be made available for inspection or audit, at any time during regular business
hours, upon written request by the City Attorney, City Auditor, City Manager, or a designated
representative of any of these officers. Copies of such documents shall be provided to City for
inspection when it is practical to do so. Otherwise, unless an alternative is mutually agreed
upon, the records shall be available at Consultant’s address indicated for receipt of notices in this
Agreement.
C. The City may, by written request by any of the above-named officers,
require that custody of the records be given to the City and that the records and documents be
maintained in the City Manager's office.
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25. Agreement Is Binding. The terms, covenants, and conditions of this Agreement
shall apply to, and shall bind, the heirs, successors, executors, administrators, assigns, and
subcontractors of both parties.
26. Equal Employment Opportunity. Consultant is an equal opportunity employer
and agrees to comply with all applicable state and federal regulations governing equal
employment opportunity. Consultant will not discriminate against any employee or applicant for
employment because of race, religion, age, sex, creed, color, sexual orientation, marital status or
national origin. Consultant will take affirmative action to ensure that applicants are treated
during such employment without regard to race, religion, age, sex, creed, color, sexual
orientation, marital status, or national origin. Such action shall include, but shall not be limited
to, the following: employment, upgrading, demotion, or transfer; recruitment or recruitment
advertising; lay-offs or termination; rates of pay or other forms of compensation; and selection
for training, including apprenticeship. Consultant further agrees to post in conspicuous places,
available to employees and applicants for employment, notices setting forth the provisions of this
nondiscrimination clause.
27. Non-Exclusive Agreement. This is a non-exclusive agreement. City reserves the
right to provide, and to retain other consultants to provide, services that are the same or similar to
the services described in this Agreement.
28. City Not Obligated to Third Parties. The City shall not be obligated or liable for
payment hereunder to any party other than Consultant.
29. Remedies/Waiver. No failure on the part of either party to exercise any term,
covenant, condition, right or remedy hereunder shall operate as a waiver of any other term,
covenant, condition, right or remedy that such party may have hereunder. All remedies
permitted or available under this Agreement, or at law or in equity, are cumulative and
alternative. As a condition precedent to commencing legal action involving a claim or dispute
against the City arising from this Agreement, 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.
30. Severability. If any one or more of the provisions contained herein shall for any
reason be held to be invalid, illegal or unenforceable in any respect, then such provision or
provisions shall be deemed severable from the remaining provisions hereof, and such invalidity,
illegality, or unenforceability shall not affect any other provision hereof, and this Agreement
shall be construed as if such invalid, illegal, or unenforceable provision had not been contained
herein.
31. Exhibits. The following exhibits are attached to this Agreement and incorporated
herein by this reference:
A. Exhibit A: Scope of Work and Schedule of Performance
B. Exhibit B: Compensation
C. Exhibit C: Insurance Requirements
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32. Execution. This Agreement may be executed in several counterparts, each of
which shall constitute one and the same instrument and shall become binding upon the parties
when at least one copy hereof shall have been signed by both parties hereto. In approving this
Agreement, it shall not be necessary to produce or account for more than one such counterpart.
The parties hereby expressly agree to the use of electronic signatures, which shall be deemed to
have the same effect as an original signature.
33. 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.
34. Applicable Law; Venue. This Agreement shall be construed and interpreted
according to California law. In the event that suit shall be brought by either party hereunder, the
parties agree that a trial of such action shall be held exclusively in a state court in the County of
Sonoma, California.
35. Authority. Each individual executing this Agreement on behalf of one of the
parties represents that he or she is duly authorized to sign and deliver the Agreement on behalf of
such party and that this Agreement is binding on such party in accordance with its terms.
IN WITNESS WHEREOF, City and Consultant have executed this Agreement as of the date first
above written.
CITY OF ROHNERT PARK SWA GROUP
By: __________________________________
Marcela Piedra, City Manager (Date)
By:
Riley Van Bebber, CFO/COO (Date)
Per Resolution No. 2026-______adopted by the Rohnert
Park City Council at its meeting of
_________________, 2026.
By: _________________________________
Tracy Rankin, Interim Risk Manager (Date)
By: _________________________________
Betsy Howze, Finance Director (Date)
SWA GROUP
By:
John Wong, Principal (Date)
APPROVED AS TO FORM:
By: __________________________________
Michelle Marchetta Kenyon, City Attorney
ATTEST:
By: __________________________________
Sylvia Lopez Cuevas, City Clerk
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2/11/2026
Exhibit A
Scope of Work and Schedule of Performance
SWA understands that the City of Rohnert Park is seeking a trusted partner to augment staff capacity and provide
landscape architectural expertise on future capital improvement projects. We recognize that the City’s project’s
will range from small to large design projects; public outreach; landscaping; and other on-call services that can
be provided to the City. For each assignment, we will assemble a project team with the right mix of expertise to
ensure responsive service, design excellence, and alignment with the City’s project objectives.
Because the precise scope of services will depend on the projects assigned under individual task orders, the
following outlines an example of our typical scope of services proposal.
For each task order, SWA will provide professional landscape architectural services related to capital improvement
projects with the City of Rohnert Park. Services may include, but are not limited to:
Design + Documentation
•Preparation of layout, grading, irrigation, and
planting plans.
•Development of details for paving, walls, fences,
drainage, site furnishings, and play areas.
•Research materials and products that promote
sustainable projects.
•Preparation of cost estimates, specifications, and
contract documents.
Project Support + Coordination
•CAD drafting, base mapping, and alternative design
studies using prescribed City Standards.
•Utility research and coordination with agencies and
service providers.
•Community and public outreach support, including
preparation of presentation graphics and
participation in meetings.
•Coordination with City staff, consultants, and
stakeholders.
Construction + Implementation
•Construction observation for conformance with
drawings and specifications.
•Ongoing design support during construction.
•Preparation of record drawings based on as-builts.
Additional Services
•Project management.
•Review of development submittals for conformance
with City standards.
Deliverables for each task order may include:
•Draft and final plan sets (planting, irrigation,
grading, etc.).
•Cost estimates and specifications.
•Presentation graphics, reports, and
correspondence.
•Meeting agendas and notes.
•Record drawings and construction support
documentation.
SWA l City of Rohnert Park Consultant Services
SCOPE OF SERVICES
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SWA Hourly Billing Rates 2025
2025
Marco Esposito, Principal $ 286.00
Zachary Davis, Associate Principal $ 195.00
Shaun Loomis, Associate Principal $ 164.00
Xiaomeng Ma, Associate $ 143.00
Dongyang (Claudia) Wu, Designer $ 121.00
* SWA’s billing rates are subject to an annual escalation of 5%.
REIMBURSABLE COSTS
The following reimbursable expenses are not included in our hourly rates and will be billed at cost plus ten percent
(10%), if incurred in the course of providing services under this on-call contract:
A. Cost of copies of drawings, specifications, reports, and cost estimates; xerography and photographic
reproduction of drawings and other documents furnished or prepared in connection with the work of this contract.
B. Cost of commercial carrier and public transportation, lodging, car rental and parking, subsistence, and out-of-
pocket expenses. Private automobile travel at the IRS-allowable rate at the time of traveling.
C. Cost of postage and shipping expenses other than first class mail.
D. Special renderings, special process printing, special equipment, special printed reports or publications, maps,
and documents, requested by the Client and approved in writing.
SWA l City of Rohnert Park Consultant Services
HOURLY RATES
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EXHIBIT B
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Exhibit C
OAK #4862-8048-1163 (Rev 10-23)
EXHIBIT C
INSURANCE REQUIREMENTS for Consulting 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
a 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 a 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 a limit no less than $2,000,000 per occurrence or claim,
$2,000,000 aggregate.
If 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 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).
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Exhibit C
OAK #4862-8048-1163 (Rev 10-23)
Primary Coverage
For any claims related to this contract, 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 in 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
written 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 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
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; and
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, Consultant must
purchase “extended reporting” coverage for a minimum of five (5) years after completion
of contract work.
Verification of Coverage
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Exhibit C
OAK #4862-8048-1163 (Rev 10-23)
Consultant shall furnish the City with original Certificates of Insurance including all required
amendatory endorsements (or copies of the applicable policy language effecting coverage
required by this clause) and a copy of the Declarations and Endorsement Page of the CGL policy
listing all policy endorsements to City before work begins. However, failure to obtain the
required documents prior to the work beginning shall not waive 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.
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CERTIFICATE OF CONSULTANT
I HEREBY CERTIFY that I am the __________________________________, and a
duly authorized representative of the firm of _____________________________________,
whose address is ______________________________________________________, and that
neither I nor the above firm I here represent has:
a)Employed or retained for a commission, percentage, brokerage, contingent
fee, or other consideration, any firm or person (other than a bona fide
employee working solely for me or the above consultant) to solicit to
secure this Agreement.
b)Agreed, as an express or implied condition for obtaining this contract, to
employ or retain the services of any firm or person in connection with
carrying out the Agreement; or
c)Paid, or agreed to pay, to any firm, organization or person (other than a
bona fide employee working solely for me or the above consultant) any
fee, contribution, donation, or consideration of any kind for, or in
connection with, procuring or carrying out the Agreement;
Except as here expressly stated (if any);
I acknowledge that this certificate is subject to applicable State and Federal laws, both
criminal and civil.
_________________ ___________________________________
Date Signature
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SWA Group
2/11/2026
2200 Bridgeway, Sausalito CA 94965
CFO
OAK #4862-8048-1163 (Rev 10-23)
MASTER AGREEMENT FOR CONSULTANT SERVICES
This MASTER AGREEMENT FOR CONSULTANT SERVICES (“Agreement”) is
entered into as of the 10th day of February, 2026, by and between the City of Rohnert Park
(“City”), a California municipal corporation, and Verde Design, Inc. (“Consultant”), a
California corporation, with reference to the following facts, understandings and intentions.
Recitals
WHEREAS, City desires to obtain services designated in Exhibit A; and
WHEREAS, Consultant hereby warrants to City that Consultant is skilled and able to
provide such services described in Section 3 of this Agreement; and
WHEREAS, City desires to retain Consultant pursuant to this Agreement to provide the
services described in Section 3 of this Agreement, subject to the terms and conditions of this
Agreement
Agreement
NOW, THEREFORE, in consideration of their mutual covenants, the parties hereto agree
as follows:
1. Incorporation of Recitals. The recitals and all defined terms set forth above are
hereby incorporated into this Agreement as if set forth herein in full.
2. Project Coordination. Authorized representatives shall represent City and
Consultant in all matters pertaining to this Agreement.
A. City. The City Manager or his/her designee shall represent City for all
purposes under this Agreement, except where approval for the City is specifically required by the
City Council. The CIP Program Manager is hereby designated as the project manager (“Project
Manager”). The Project Manager shall supervise the progress and execution of this Agreement.
B. Consultant. Consultant shall assign Devin Conway to have overall
responsibility for the progress and execution of this Agreement for Consultant.
3. Scope and Performance of Services
A. Scope of Services. Subject to such policy direction and approvals as City
may determine from time to time, Consultant shall perform the type of services generally set out
in the Scope of Work attached hereto as Exhibit A and incorporated herein by reference.
Consultant shall be assigned to provide particular services pursuant to the requirements of a task
order that has been issued in conformance with the City’s Purchasing Policy (“Task Order”)
executed by Consultant and City.
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
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executed agreement from City and obtaining and delivering the required insurance coverage, and
satisfactory evidence thereof, to City. Consultant shall perform its services in accordance with
the schedule attached to the Task Order. Any changes to these dates in either this Section 3 or
the Task Order shall be approved in writing by the Project Manager.
C. Standard of Quality. City relies upon the professional ability of
Consultant as a material inducement to entering into this Agreement. All work performed by
Consultant under this Agreement shall be performed (1) with due diligence, using its best efforts
to perform and coordinate all activities in a timely manner; (2) in accordance with all applicable
legal requirements; and (3) with the standard of quality ordinarily 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: (1) for services provided
directly under this Agreement be at the rate and schedules more particularly described in Exhibit
B, attached hereto and incorporated by this reference; or (2) for services authorized by Task
Orders, be at the rate and schedules specified by said Task Order. However, in no event shall the
amount City pays to Consultant for services provided directly under this Agreement exceed
fifteen thousand dollars ($15,000.00); nor shall the amount City pays to Consultant for work
done by Task Order exceed the total compensation specified by the Task Order. City’s
obligation to pay compensation to Consultant as provided herein is contingent upon Consultant’s
compliance with the terms and conditions of this Agreement and any amendments thereto.
Payment by City under this Agreement shall not be deemed a waiver of unsatisfactory work,
even if such defects were known to the City at the time of payment.
B. Timing of Payment. City shall pay Consultant as compensation in full for
such services and expenses for the different elements of the scope of work as follows:
(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.
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C. Changes in Compensation. Consultant will not undertake any work that
will incur costs in excess of the amount set forth in Section 4(A) of this Agreement without prior
written amendment to this Agreement. City shall have the right to amend the Scope of Work
within the Agreement by written notification to the Consultant. In such event, the compensation
and time of performance shall be subject to renegotiation upon written demand of either party to
the Agreement. Consultant shall not commence any work exceeding the Scope of Work without
prior written authorization from the City. Failure of the Consultant to secure City’s written
authorization for extra or changed work shall constitute a waiver of any and all right to
adjustment in the contract price or time due, whether by way of compensation, restitution,
quantum meruit, etc. for work done without the appropriate City authorization.
D. Taxes. Consultant shall pay all taxes, assessments and premiums under
the federal Social Security Act, any applicable unemployment insurance contributions, Workers
Compensation insurance premiums, sales taxes, use taxes, personal property taxes, or other taxes
or assessments now or hereafter in effect and payable by reason of or in connection with the
services to be performed by Consultant.
E. No Overtime or Premium Pay. Consultant shall receive no premium or
enhanced pay for work normally understood as overtime, i.e., hours that exceed forty (40) hours
per work week, or work performed during non-standard business hours, such as in the evenings
or on weekends. Consultant shall not receive a premium or enhanced pay for work performed on
a recognized holiday. Consultant shall not receive paid time off for days not worked, whether it
be in the form of sick leave, administrative leave, or for any other form of absence.
F. Litigation Support. Consultant agrees to testify at City’s request if
litigation is brought against City in connection with Consultant’s work product. Unless the
action is brought by Consultant or is based upon Consultant’s negligence, City will compensate
Consultant for the preparation and the testimony at Consultant’s standard hourly rates, if
requested by City and not part of the litigation brought by City against Consultant.
5. Term. The term of this Agreement shall commence on the date of its execution
by both parties and shall continue in full force and effect until December 31, 2029, unless earlier
terminated in accordance with this Agreement. Notwithstanding the foregoing, this Agreement
may be extended for successive one-year term(s) upon mutual, written approval by the City
Manager or his/her designee and Consultant. Work authorized by a separate Task Order as
contemplated by this Agreement shall be performed in accordance with the schedule set forth in
the Task Order.
6. Inspection. Consultant shall furnish City with every reasonable opportunity for
City to ascertain that the services of Consultant are being performed in accordance with the
requirements and intentions of this Agreement. All work done and all materials furnished, if
any, shall be subject to the Project Manager’s inspection and approval. The inspection of such
work shall not relieve Consultant of any of its obligations to fulfill the Agreement as prescribed.
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,
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prepared or obtained by the Consultant under the Agreement shall be vested in City, none of
which shall be used in any manner whatsoever, by any person, firm, corporation, or agency
without the expressed written consent of the City. Consultant shall assume no responsibility for
the unintended use by others of such final work products which are not related to the scope of the
services described under this Agreement. Basic survey notes and sketches, charts, computations,
and other data prepared or obtained under the Agreement shall be made available, upon request,
to City without restriction or limitations on their use. Consultant may retain copies of the above-
described information but agrees not to disclose or discuss any information gathered, discussed
or generated in any way through this Agreement without the written permission of City during
the term of this Agreement, unless required by law.
8. Employment of Other Consultants, Specialists or Experts. Consultant will not
employ or otherwise incur an obligation to pay other consultants, specialists or experts for
services in connection with this Agreement without the prior written approval of the City.
9. Conflict of Interest Requirements.
A. Consultant covenants and represents that neither it, nor any officer or
principal of its firm, has, or shall acquire any investment, income, business entity, interest in real
property, or other interest, directly or indirectly, which would conflict in any manner with the
interests of City, hinder Consultant’s performance of services under this Agreement, or be
affected in any manner or degree by performance of Consultant’s services hereunder. Consultant
further covenants that in the performance of the Agreement, no person having any such interest
shall be employed by it as an officer, employee, agent, or subcontractor without the express
written consent of the City. Consultant agrees at all times to avoid conflicts of interest, or the
appearance of any conflicts of interest, with the interests of the City in the performance of the
Agreement.
B. Consultant is not a designated employee within the meaning of the
Political Reform Act because Consultant:
(1) will not have the power to make any governmental decision,
including whether to: approve any rates, rules, regulations, policies, standards, or guidelines of
the City or any of its subdivisions; adopt or enforce any laws; issue, deny, suspend, or revoke
any permit, license, application, certificate, order, or any similar authorization or entitlement;
authorize, modify, or renew any form of City contract; grant approval to any City contract
specifications on behalf of the City; or grant City approval for any plans, designs, reports, or
similar; and
(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” includes 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
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(3) will not perform the same duties for the City that would otherwise
be performed by a staff member required to report under the City’s conflict of interest code.
(2 Cal. Code Regs. § 18700.3.)
10. Liability of Members and Employees of City. No member of the City and no
other officer, elected official, employee or agent of the City shall be personally liable to
Consultant or otherwise in the event of any default or breach of the City, or for any amount
which may become due to Consultant or any successor in interest, or for any obligations directly
or indirectly incurred under the terms of this Agreement. To the maximum extent permitted by
law, the City shall have no liability or responsibility for any accident, loss, or damage to any
work performed under this Agreement whether prior to its completion or acceptance or
otherwise.
11. Indemnity.
A. Indemnification. To the fullest extent permitted by law, Consultant shall,
at its own expense, indemnify, protect, defend (by counsel reasonably satisfactory to the City)
and hold harmless City and any and all of its officers, officials, employees, agents and volunteers
(“Indemnified Parties”) from and against any and all liability (including liability for claims,
demands, damages, obligations, suits, actions, arbitration proceedings, administrative
proceedings, regulatory proceedings, losses, expenses or costs of any kind, whether actual,
alleged or threatened, including attorneys’ fees and costs, court costs, interest, defense costs and
expert witness fees) of any nature (“Liability”), whether actual, alleged or threatened, which
arise out of, pertain to, or relate to the performance or failure to comply with this Agreement,
regardless of any fault or alleged fault of the Indemnified Parties.
1. 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.
2. The only exception to Consultant’s responsibility to indemnify,
protect, defend, and hold harmless the Indemnified Parties from Liability is due to the active
negligence or willful misconduct of City or its elective or appointive boards, officers, agents and
employees.
B. Scope of Obligation. Consultant’s duty to indemnify, protect, defend and
hold harmless as set forth in this Section 11 shall include the duty to defend (by counsel
reasonably satisfactory to the City) as set forth in California Civil Code § 2778. This
indemnification obligation is not limited in any way by any limitation on the amount or type of
damages or compensation payable by or for Consultant under worker’s compensation, disability
or other employee benefit acts or the terms, applicability or limitations of any insurance held or
provided by Consultant and shall continue to bind the parties after termination/completion of this
agreement. This indemnification shall be regardless of, and not in any way limited by, the
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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.
C. Consultant’s duty to indemnify, protect, defend and hold harmless as set
forth in this Section 11 shall not be excused because of the Consultant’s inability to evaluate
Liability, or because the Consultant evaluates Liability and determines that the Consultant is not
or may not be liable. 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 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 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 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.
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C. Prevailing Wage. Consultant and Consultant’s subcontractors (if any)
shall, to the extent required by the California Labor Code, pay not less than the latest prevailing
wage rates to workers and professionals as determined by the Director of Industrial Relations of
the State of California pursuant to California Labor Code, Part 7, Chapter 1, Article 2. Copies of
the applicable wage determination are on file at the City’s office of the City Clerk.
D. Injury and Illness Prevention Program. Consultant certifies that it is aware
of and has complied with the provisions of California Labor Code § 6401.7, which requires
every employer to adopt a written injury and illness prevention program.
E. Business Licenses. Unless exempt by law, Consultant and all
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. Confidential Information. All data, documents, discussions or other information
developed or received by or for Consultant in performance of this Agreement are confidential
and not to be disclosed to any person except as authorized by City, or as required by law.
15. Assignment; Subcontractors; Employees
A. Assignment. Consultant shall not assign, delegate, transfer, or convey its
duties, responsibilities, or interests in this Agreement or any right, title, obligation, or interest in
or to the same or any part thereof without the City’s prior written consent, which shall be in the
City’s sole discretion. Any assignment without such approval shall be void and, at the City’s
option, shall immediately cause this Agreement to terminate.
B. Subcontractors; Employees. Consultant shall be responsible for
employing or engaging all persons necessary to perform Consultant’s services hereunder. No
subcontractor of Consultant shall be recognized by the City as such; rather, all subcontractors are
deemed to be employees of Consultant, and Consultant agrees to be responsible for their
performance. Consultant shall give its personal attention to the fulfillment of the provisions of
this Agreement by all of its employees and subcontractors, if any, and shall keep the work under
its control. If any employee or subcontractor of Consultant fails or refuses to carry out the
provisions of this Agreement or appears to be incompetent or to act in a disorderly or improper
manner, it shall be discharged immediately from the work under this Agreement on demand of
the Project Manager.
16. Insurance. Without limiting Consultant’s indemnification provided herein,
Consultant shall, at its own expense, procure and maintain insurance that complies with the
requirements set forth in Exhibit C to this Agreement, which is attached hereto and incorporated
by reference. Consultant shall upon thirty (30) days’ written notice comply with any changes in
the amounts and terms of insurance as may be required from time-to-time by City’s risk
manager.
17. Termination of Agreement; Default.
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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 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 Consultant’s breach of the Agreement.
C. In the event City terminates this Agreement without cause, Consultant
shall be entitled to any compensation owed to it up to the time of such termination, it being
understood that any payments are full compensation for services rendered prior to the time of
payment.
D. Upon termination of this Agreement with or without cause, Consultant
shall turn over to the City Manager immediately any and all copies of studies, sketches,
drawings, computations, and other data, whether or not completed, prepared by Consultant or its
subcontractors, if any, or given to Consultant or its subcontractors, if any, in connection with this
Agreement. Such materials shall become the permanent property of the City. Consultant,
however, shall not be liable for the City’s use of incomplete materials nor for the City’s use of
complete documents if used for other than the project contemplated by this Agreement.
18. Suspension. The City shall have the authority to suspend this Agreement and the
services contemplated herein, wholly or in part, for such period as it deems necessary due to
unfavorable conditions or to the failure on the part of the Consultant to perform any provision of
this Agreement. Consultant will be paid for satisfactory services performed prior to the date of
suspension. During the period of suspension, Consultant shall not receive any payment for
services or expenses incurred by Consultant by reason of such suspension.
19. Merger; Amendment. This Agreement constitutes the complete and exclusive
statement of the agreement between City and Consultant and shall supersede all prior
negotiations, representations, or agreements, either written or oral. This document may be
amended only by written instrument, signed by both the City and Consultant. All provisions of
this Agreement are expressly made conditions.
20. Interpretation. This Agreement shall be interpreted as though it was a product of
a joint drafting effort, and no provisions shall be interpreted against a party on the ground that
said party was solely or primarily responsible for drafting the language to be interpreted.
21. Litigation 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
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court will not be bound by any court fee schedule, but shall, if it is in the interest of justice to do
so, award the full amount of costs, expenses, and attorneys’ fees paid or incurred in good faith.
22. Time Is of the Essence. Time is of the essence in this Agreement. Upon receipt
of a written notice from City to proceed with work required by a Task Order, Consultant shall
immediately commence work to perform the services required by that Task Order according to
the time requirements set in the Task Order.
23. Written Notification. Any notice, demand, request, consent, approval or
communication that either party desires or is required to give to the other party shall be in
writing and either served personally or sent by prepaid, first-class mail. Any such notice,
demand, etc. shall be addressed to the other party at the address set forth below. Either party
may change its address by notifying the other party in writing 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.
If to City: City Clerk
City of Rohnert Park - City Hall
130 Avram Avenue
Rohnert Park, CA 94928
If to Consultant: Verde Design, Inc.
Attn: Devin Conway
3558 Round Barn Boulevard, Suite 200
Santa Rosa, CA 95403
24. Consultant’s Books and Records.
A. Consultant shall maintain any and all ledgers, books of account, invoices,
vouchers, canceled checks, and other records or documents evidencing or relating to charges for
services, or expenditures and disbursements charged to City and all documents and records
which demonstrate performance under this Agreement for a minimum period of three (3) years,
or for any longer period required by law, from the date of termination or completion of this
Agreement.
B. Any records or documents required to be maintained pursuant to this
Agreement shall be made available for inspection or audit, at any time during regular business
hours, upon written request by the City Attorney, City Auditor, City Manager, or a designated
representative of any of these officers. Copies of such documents shall be provided to City for
inspection when it is practical to do so. Otherwise, unless an alternative is mutually agreed
upon, the records shall be available at Consultant’s address indicated for receipt of notices in this
Agreement.
C. The City may, by written request by any of the above-named officers,
require that custody of the records be given to the City and that the records and documents be
maintained in the City Manager's office.
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25. Agreement Is Binding. The terms, covenants, and conditions of this Agreement
shall apply to, and shall bind, the heirs, successors, executors, administrators, assigns, and
subcontractors of both parties.
26. Equal Employment Opportunity. Consultant is an equal opportunity employer
and agrees to comply with all applicable state and federal regulations governing equal
employment opportunity. Consultant will not discriminate against any employee or applicant for
employment because of race, religion, age, sex, creed, color, sexual orientation, marital status or
national origin. Consultant will take affirmative action to ensure that applicants are treated
during such employment without regard to race, religion, age, sex, creed, color, sexual
orientation, marital status, or national origin. Such action shall include, but shall not be limited
to, the following: employment, upgrading, demotion, or transfer; recruitment or recruitment
advertising; lay-offs or termination; rates of pay or other forms of compensation; and selection
for training, including apprenticeship. Consultant further agrees to post in conspicuous places,
available to employees and applicants for employment, notices setting forth the provisions of this
nondiscrimination clause.
27. Non-Exclusive Agreement. This is a non-exclusive agreement. City reserves the
right to provide, and to retain other consultants to provide, services that are the same or similar to
the services described in this Agreement.
28. City Not Obligated to Third Parties. The City shall not be obligated or liable for
payment hereunder to any party other than Consultant.
29. Remedies/Waiver. No failure on the part of either party to exercise any term,
covenant, condition, right or remedy hereunder shall operate as a waiver of any other term,
covenant, condition, right or remedy that such party may have hereunder. All remedies
permitted or available under this Agreement, or at law or in equity, are cumulative and
alternative. As a condition precedent to commencing legal action involving a claim or dispute
against the City arising from this Agreement, 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.
30. Severability. If any one or more of the provisions contained herein shall for any
reason be held to be invalid, illegal or unenforceable in any respect, then such provision or
provisions shall be deemed severable from the remaining provisions hereof, and such invalidity,
illegality, or unenforceability shall not affect any other provision hereof, and this Agreement
shall be construed as if such invalid, illegal, or unenforceable provision had not been contained
herein.
31. Exhibits. The following exhibits are attached to this Agreement and incorporated
herein by this reference:
A. Exhibit A: Scope of Work and Schedule of Performance
B. Exhibit B: Compensation
C. Exhibit C: Insurance Requirements
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32. Execution. This Agreement may be executed in several counterparts, each of
which shall constitute one and the same instrument and shall become binding upon the parties
when at least one copy hereof shall have been signed by both parties hereto. In approving this
Agreement, it shall not be necessary to produce or account for more than one such counterpart.
The parties hereby expressly agree to the use of electronic signatures, which shall be deemed to
have the same effect as an original signature.
33. 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.
34. Applicable Law; Venue. This Agreement shall be construed and interpreted
according to California law. In the event that suit shall be brought by either party hereunder, the
parties agree that a trial of such action shall be held exclusively in a state court in the County of
Sonoma, California.
35. Authority. Each individual executing this Agreement on behalf of one of the
parties represents that he or she is duly authorized to sign and deliver the Agreement on behalf of
such party and that this Agreement is binding on such party in accordance with its terms.
IN WITNESS WHEREOF, City and Consultant have executed this Agreement as of the date first
above written.
CITY OF ROHNERT PARK VERDE DESIGN, INC.
By: __________________________________
Marcela Piedra, City Manager (Date)
By:
Devin Conway, Principal (Date)
Per Resolution No. 2026-______adopted by the Rohnert
Park City Council at its meeting of February 10, 2026.
By: _________________________________
Tracy Rankin, Interim Risk Manager (Date)
By: _________________________________
Betsy Howze, Finance Director (Date)
VERDE DESIGN, INC.
By:
Derek McKee, Principal/ President (Date)
APPROVED AS TO FORM:
By: __________________________________
Michelle Marchetta Kenyon, City Attorney
ATTEST:
By: __________________________________
Sylvia Lopez Cuevas, City Clerk
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EXHIBIT ATAB 2
VERDE DESIGN, INC.CITY OF ROHNERT PARK REQUEST FOR PROPOSALS (RFP) FOR CONSULTANT SERVICES
FIRM PRINCIPALS
DEREK MCKEE, RLA
MARK BAGINSKI, RLA NANCE CRONIN
DEVIN CONWAY, PE
FIRM PROFILE
VERDE DESIGN FIRM INFORMATION
Type of Legal Entity:ˆˇˬˣ˘ʶˢ˥ˣˢ˥˔˧˜ˢˡ˔ˡ˗ʶ˘˥˧˜Ѓ˘˗
Small Business Enterprise in California
Years in Business: 18 years
Number of Employees: 54
Main-Contact: Devin Conway, PE, QSD/QSP, Principal
408.850.3420 | devin@verdedesigninc.com
˂˙Ѓ˖˘˦ʭʹˢ˨˥˂˙Ѓ˖˘˦ʠ˂˙Ѓ˖˘ˣ˥ˢ˩˜˗˜ˡ˚˦˘˥˩˜˖˘˦ʭˆ˔ˡ˧˔
˅ˢ˦˔ˢ˙Ѓ˖˘ʟ˟ˢ˖˔˧˘˗˔˧ʦʨʨʫ˅ˢ˨ˡ˗ʵ˔˥ˡʵ˟˩˗ʡʟˆ˨˜˧˘ʥʣʣ
Santa Rosa, CA 95403
ABOUT VERDE DESIGN
Verde Design is an integrated landscape architecture
˔ˡ˗˖˜˩˜˟˘ˡ˚˜ˡ˘˘˥˜ˡ˚Ѓ˥ˠ˦ˣ˘˖˜˔˟˜˭˜ˡ˚˜ˡ˔˪˔˥˗ʠ
winning recreational and athletic-focused spaces.
We provide our clients with comprehensive planning,
design, and construction administration services,
and serve cities, counties, and parks and recreations
districts, as well as public and private K-12 schools,
˖ˢ˟˟˘˚˘˦ʟ˔ˡ˗˨ˡ˜˩˘˥˦˜˧˜˘˦ʟ˕˨˦˜ˡ˘˦˦˘˦ʟˡˢˡʠˣ˥ˢЃ˧
organizations, and community groups.
We have partnered with over 110 public agencies
to date, and have completed more than 750 public
facility projects for clients.Projects have ranged from
small neighborhood pocket parks to destination sites,
˜ˡ˖˟˨˗˜ˡ˚˘˫ˣ˔ˡ˦˜˩˘˖ˢˠˠ˨ˡ˜˧ˬˣ˔˥˞˦˔ˡ˗˦ˣˢ˥˧˦
˖ˢˠˣ˟˘˫˘˦ʡˊ˘˔˥˘ˣ˔˦˦˜ˢˡ˔˧˘˔˕ˢ˨˧˧˛˘˦˘˦ˣ˔˖˘˦
and are committed to creating lasting facilities that
serve California's recreational communities. We
staff our projects with a team of creative problem
solvers, and draw upon our in-house site planning,
grading and drainage, planting, and irrigation design
˘˫ˣ˘˥˧˜˦˘ʟ˧ˢˣ˥ˢ˩˜˗˘˦ˢ˟˨˧˜ˢˡ˦˧˛˔˧ˠ˘˘˧ˢ˥˕˘˔˧
project schedules and remain within the established
project budgets.
BRIEF HISTORY
ʼˡʥʣʣʪʟʷ˘˥˘˞ˀ˖ʾ˘˘˔ˡ˗ʷ˘˩˜ˡʶˢˡ˪˔ˬʟ˕ˢ˧˛
veterans of the A/E/C industry, purchased key
˔˦˦˘˧˦ˢ˙˔˙ˢ˥ˠ˘˥Ѓ˥ˠ˔ˡ˗˙ˢ˨ˡ˗˘˗ˉ˘˥˗˘ʷ˘˦˜˚ˡʟ
˔˖˘˥˧˜Ѓ˘˗ˆʵʸʡ˂˨˥˟˘˔˗˘˥˦˛˔˩˘˖˥˔˙˧˘˗˔˖˨˟˧˨˥˘
rooted in sound practice, focused on sustainability,
and staffed with people who care about enhancing
their communities. Since our founding in Santa Clara,
˪˘˘˫ˣ˔ˡ˗˘˗ˢˣ˘˥˔˧˜ˢˡ˦˪˜˧˛˔˗˗˜˧˜ˢˡ˔˟ˢ˙Ѓ˖˘˦˜ˡ
Folsom, Santa Rosa, and Riverside.
OUR PROJECTS & SERVICE TYPES
•Landscape
Architecture
•Civil Engineering
•Master Planning
•Facility Assessments
•Management Plans/
Studies
•Feasibility Studies
•Schematic Design
•3D Modeling
•Community
Facilitation
& Outreach
•Construction
Documentation
•Irrigation Design
& Audits
•Cost Estimating
•New & Replacement
Playgrounds
•All-Inclusive
Playgrounds
•New and Replacement
Athletic & Rec Fields
•Bike/Skate Parks
•Sports Field/Park
Lighting
•Tennis/Hard Courts
•Pre-Fab Buildings
for Restrooms,
Concessions,
Maintenance, and
Storage
•Plazas/Entry Elements
•Stormwater Facilities
•SWPPP & SWMQCP
18150110
PARK & PLAYGROUNDPROJECTS FOR PUBLIC AGENCIES
YEARS IN BUSINESSAS A CERTIFIED SMALL BUSINESS ENTERPRISE
PUBLIC AGENCIES PARTNERED WITHOVER THE LAST 18 YEARS IN BUSINESS
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EXHIBIT BTAB 3
CITY OF ROHNERT PARK REQUEST FOR PROPOSALS (RFP) FOR CONSULTANT SERVICES VERDE DESIGN, INC.
Charge Rate Schedule
Effective until December 31, 2026
The following chart outlines the current charge rate for professional and office costs. Reimbursable
rates and expenses are shown at the bottom.
Project Rates
Principal $285.00 per hour
Project Manager/Construction Manager
Level Four $270.00 per hour
Level Three $250.00 per hour
Level Two $200.00 per hour
Level One $190.00 per hour
Project Engineer
Level II $210.00 per hour
Level I $195.00 per hour
IT Manager $205.00 per hour
CAD Manager $200.00 per hour
Project Designer $180.00 per hour
Job Captain/Staff Engineer/Construction Administrator $170.00 per hour
Draftsperson Level II $165.00 per hour
Draftsperson Level I $160.00 per hour
Project Administrator $105.00 per hour
Intern $90.00 per hour
Reimbursable Rates
Blueprints, Printing and Reproductions Cost plus 10%
Sub Consultant Services Cost plus 10%
Reimbursable Expenses
Blueprints and Reproductions Travel Expenses
Photography Parking and Toll Expenses
Models and Renderings Permit Fees
Postage/Overnight Mail Service Courier Delivery Service
Charge Rate Schedule is subject to revisions.
13
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Exhibit C
OAK #4862-8048-1163 (Rev 10-23)
EXHIBIT C
INSURANCE REQUIREMENTS for Consulting 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
a 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 a 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 a limit no less than $2,000,000 per occurrence or claim,
$2,000,000 aggregate.
If 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 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).
14
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Exhibit C
OAK #4862-8048-1163 (Rev 10-23)
Primary Coverage
For any claims related to this contract, 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 in 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
written 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 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
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; and
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, Consultant must
purchase “extended reporting” coverage for a minimum of five (5) years after completion
of contract work.
Verification of Coverage
15
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Exhibit C
OAK #4862-8048-1163 (Rev 10-23)
Consultant shall furnish the City with original Certificates of Insurance including all required
amendatory endorsements (or copies of the applicable policy language effecting coverage
required by this clause) and a copy of the Declarations and Endorsement Page of the CGL policy
listing all policy endorsements to City before work begins. However, failure to obtain the
required documents prior to the work beginning shall not waive 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.
16
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OAK #4862-8048-1163 (Rev 10-23)
CERTIFICATE OF CONSULTANT
I HEREBY CERTIFY that I am the __________________________________, and a
duly authorized representative of the firm of _____________________________________,
whose address is ______________________________________________________, and that
neither I nor the above firm I here represent has:
a) Employed or retained for a commission, percentage, brokerage, contingent
fee, or other consideration, any firm or person (other than a bona fide
employee working solely for me or the above consultant) to solicit to
secure this Agreement.
b) Agreed, as an express or implied condition for obtaining this contract, to
employ or retain the services of any firm or person in connection with
carrying out the Agreement; or
c) Paid, or agreed to pay, to any firm, organization or person (other than a
bona fide employee working solely for me or the above consultant) any
fee, contribution, donation, or consideration of any kind for, or in
connection with, procuring or carrying out the Agreement;
Except as here expressly stated (if any);
I acknowledge that this certificate is subject to applicable State and Federal laws, both
criminal and civil.
_________________ ___________________________________
Date Signature
17
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!" #(!&
& ' ##
%& # %!
OAK #4862-8048-1163 (Rev 10-23)
MASTER AGREEMENT FOR CONSULTANT SERVICES
This MASTER AGREEMENT FOR CONSULTANT SERVICES (“Agreement”) is
entered into as of the 10th day of February, 2026, by and between the City of Rohnert Park
(“City”), a California municipal corporation, and ZFA Structural Engineers (“Consultant”), a
California corporation, with reference to the following facts, understandings and intentions.
Recitals
WHEREAS, City desires to obtain services designated in Exhibit A; and
WHEREAS, Consultant hereby warrants to City that Consultant is skilled and able to
provide such services described in Section 3 of this Agreement; and
WHEREAS, City desires to retain Consultant pursuant to this Agreement to provide the
services described in Section 3 of this Agreement, subject to the terms and conditions of this
Agreement
Agreement
NOW, THEREFORE, in consideration of their mutual covenants, the parties hereto agree
as follows:
1. Incorporation of Recitals. The recitals and all defined terms set forth above are
hereby incorporated into this Agreement as if set forth herein in full.
2. Project Coordination. Authorized representatives shall represent City and
Consultant in all matters pertaining to this Agreement.
A. City. The City Manager or his/her designee shall represent City for all
purposes under this Agreement, except where approval for the City is specifically required by the
City Council. The CIP Program Manager is hereby designated as the project manager (“Project
Manager”). The Project Manager shall supervise the progress and execution of this Agreement.
B. Consultant. Consultant shall assign Kevin Zucco to have overall
responsibility for the progress and execution of this Agreement for Consultant.
3. Scope and Performance of Services
A. Scope of Services. Subject to such policy direction and approvals as City
may determine from time to time, Consultant shall perform the type of services generally set out
in the Scope of Work attached hereto as Exhibit A and incorporated herein by reference.
Consultant shall be assigned to provide particular services pursuant to the requirements of a task
order that has been issued in conformance with the City’s Purchasing Policy (“Task Order”)
executed by Consultant and City.
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
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executed agreement from City and obtaining and delivering the required insurance coverage, and
satisfactory evidence thereof, to City. Consultant shall perform its services in accordance with
the schedule attached to the Task Order. Any changes to these dates in either this Section 3 or
the Task Order shall be approved in writing by the Project Manager.
C. Standard of Quality. City relies upon the professional ability of
Consultant as a material inducement to entering into this Agreement. All work performed by
Consultant under this Agreement shall be performed (1) with due diligence, using its best efforts
to perform and coordinate all activities in a timely manner; (2) in accordance with all applicable
legal requirements; and (3) with the standard of quality ordinarily 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: (1) for services provided
directly under this Agreement be at the rate and schedules more particularly described in Exhibit
B, attached hereto and incorporated by this reference; or (2) for services authorized by Task
Orders, be at the rate and schedules specified by said Task Order. However, in no event shall the
amount City pays to Consultant for services provided directly under this Agreement exceed
fifteen thousand dollars ($15,000.00); nor shall the amount City pays to Consultant for work
done by Task Order exceed the total compensation specified by the Task Order. City’s
obligation to pay compensation to Consultant as provided herein is contingent upon Consultant’s
compliance with the terms and conditions of this Agreement and any amendments thereto.
Payment by City under this Agreement shall not be deemed a waiver of unsatisfactory work,
even if such defects were known to the City at the time of payment.
B. Timing of Payment. City shall pay Consultant as compensation in full for
such services and expenses for the different elements of the scope of work as follows:
(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.
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C. Changes in Compensation. Consultant will not undertake any work that
will incur costs in excess of the amount set forth in Section 4(A) of this Agreement without prior
written amendment to this Agreement. City shall have the right to amend the Scope of Work
within the Agreement by written notification to the Consultant. In such event, the compensation
and time of performance shall be subject to renegotiation upon written demand of either party to
the Agreement. Consultant shall not commence any work exceeding the Scope of Work without
prior written authorization from the City. Failure of the Consultant to secure City’s written
authorization for extra or changed work shall constitute a waiver of any and all right to
adjustment in the contract price or time due, whether by way of compensation, restitution,
quantum meruit, etc. for work done without the appropriate City authorization.
D. Taxes. Consultant shall pay all taxes, assessments and premiums under
the federal Social Security Act, any applicable unemployment insurance contributions, Workers
Compensation insurance premiums, sales taxes, use taxes, personal property taxes, or other taxes
or assessments now or hereafter in effect and payable by reason of or in connection with the
services to be performed by Consultant.
E. No Overtime or Premium Pay. Consultant shall receive no premium or
enhanced pay for work normally understood as overtime, i.e., hours that exceed forty (40) hours
per work week, or work performed during non-standard business hours, such as in the evenings
or on weekends. Consultant shall not receive a premium or enhanced pay for work performed on
a recognized holiday. Consultant shall not receive paid time off for days not worked, whether it
be in the form of sick leave, administrative leave, or for any other form of absence.
F. Litigation Support. Consultant agrees to testify at City’s request if
litigation is brought against City in connection with Consultant’s work product. Unless the
action is brought by Consultant or is based upon Consultant’s negligence, City will compensate
Consultant for the preparation and the testimony at Consultant’s standard hourly rates, if
requested by City and not part of the litigation brought by City against Consultant.
5. Term. The term of this Agreement shall commence on the date of its execution
by both parties and shall continue in full force and effect until December 31, 2029, unless earlier
terminated in accordance with this Agreement. Notwithstanding the foregoing, this Agreement
may be extended for successive one-year term(s) upon mutual, written approval by the City
Manager or his/her designee and Consultant. Work authorized by a separate Task Order as
contemplated by this Agreement shall be performed in accordance with the schedule set forth in
the Task Order.
6. Inspection. Consultant shall furnish City with every reasonable opportunity for
City to ascertain that the services of Consultant are being performed in accordance with the
requirements and intentions of this Agreement. All work done and all materials furnished, if
any, shall be subject to the Project Manager’s inspection and approval. The inspection of such
work shall not relieve Consultant of any of its obligations to fulfill the Agreement as prescribed.
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,
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prepared or obtained by the Consultant under the Agreement shall be vested in City, none of
which shall be used in any manner whatsoever, by any person, firm, corporation, or agency
without the expressed written consent of the City. Consultant shall assume no responsibility for
the unintended use by others of such final work products which are not related to the scope of the
services described under this Agreement. Basic survey notes and sketches, charts, computations,
and other data prepared or obtained under the Agreement shall be made available, upon request,
to City without restriction or limitations on their use. Consultant may retain copies of the above-
described information but agrees not to disclose or discuss any information gathered, discussed
or generated in any way through this Agreement without the written permission of City during
the term of this Agreement, unless required by law.
8. Employment of Other Consultants, Specialists or Experts. Consultant will not
employ or otherwise incur an obligation to pay other consultants, specialists or experts for
services in connection with this Agreement without the prior written approval of the City.
9. Conflict of Interest Requirements.
A. Consultant covenants and represents that neither it, nor any officer or
principal of its firm, has, or shall acquire any investment, income, business entity, interest in real
property, or other interest, directly or indirectly, which would conflict in any manner with the
interests of City, hinder Consultant’s performance of services under this Agreement, or be
affected in any manner or degree by performance of Consultant’s services hereunder. Consultant
further covenants that in the performance of the Agreement, no person having any such interest
shall be employed by it as an officer, employee, agent, or subcontractor without the express
written consent of the City. Consultant agrees at all times to avoid conflicts of interest, or the
appearance of any conflicts of interest, with the interests of the City in the performance of the
Agreement.
B. Consultant is not a designated employee within the meaning of the
Political Reform Act because Consultant:
(1) will not have the power to make any governmental decision,
including whether to: approve any rates, rules, regulations, policies, standards, or guidelines of
the City or any of its subdivisions; adopt or enforce any laws; issue, deny, suspend, or revoke
any permit, license, application, certificate, order, or any similar authorization or entitlement;
authorize, modify, or renew any form of City contract; grant approval to any City contract
specifications on behalf of the City; or grant City approval for any plans, designs, reports, or
similar; and
(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” includes 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
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(3) will not perform the same duties for the City that would otherwise
be performed by a staff member required to report under the City’s conflict of interest code.
(2 Cal. Code Regs. § 18700.3.)
10. Liability of Members and Employees of City. No member of the City and no
other officer, elected official, employee or agent of the City shall be personally liable to
Consultant or otherwise in the event of any default or breach of the City, or for any amount
which may become due to Consultant or any successor in interest, or for any obligations directly
or indirectly incurred under the terms of this Agreement. To the maximum extent permitted by
law, the City shall have no liability or responsibility for any accident, loss, or damage to any
work performed under this Agreement whether prior to its completion or acceptance or
otherwise.
11. Indemnity.
A. Indemnification. To the fullest extent permitted by law, Consultant shall,
at its own expense, indemnify, protect, defend (by counsel reasonably satisfactory to the City)
and hold harmless City and any and all of its officers, officials, employees, agents and volunteers
(“Indemnified Parties”) from and against any and all liability (including liability for claims,
demands, damages, obligations, suits, actions, arbitration proceedings, administrative
proceedings, regulatory proceedings, losses, expenses or costs of any kind, whether actual,
alleged or threatened, including attorneys’ fees and costs, court costs, interest, defense costs and
expert witness fees) of any nature (“Liability”), whether actual, alleged or threatened, which
arise out of, pertain to, or relate to the performance or failure to comply with this Agreement,
regardless of any fault or alleged fault of the Indemnified Parties.
1. 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.
2. The only exception to Consultant’s responsibility to indemnify,
protect, defend, and hold harmless the Indemnified Parties from Liability is due to the active
negligence or willful misconduct of City or its elective or appointive boards, officers, agents and
employees.
B. Scope of Obligation. Consultant’s duty to indemnify, protect, defend and
hold harmless as set forth in this Section 11 shall include the duty to defend (by counsel
reasonably satisfactory to the City) as set forth in California Civil Code § 2778. This
indemnification obligation is not limited in any way by any limitation on the amount or type of
damages or compensation payable by or for Consultant under worker’s compensation, disability
or other employee benefit acts or the terms, applicability or limitations of any insurance held or
provided by Consultant and shall continue to bind the parties after termination/completion of this
agreement. This indemnification shall be regardless of, and not in any way limited by, the
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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.
C. Consultant’s duty to indemnify, protect, defend and hold harmless as set
forth in this Section 11 shall not be excused because of the Consultant’s inability to evaluate
Liability, or because the Consultant evaluates Liability and determines that the Consultant is not
or may not be liable. 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 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 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 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.
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C. Prevailing Wage. Consultant and Consultant’s subcontractors (if any)
shall, to the extent required by the California Labor Code, pay not less than the latest prevailing
wage rates to workers and professionals as determined by the Director of Industrial Relations of
the State of California pursuant to California Labor Code, Part 7, Chapter 1, Article 2. Copies of
the applicable wage determination are on file at the City’s office of the City Clerk.
D. Injury and Illness Prevention Program. Consultant certifies that it is aware
of and has complied with the provisions of California Labor Code § 6401.7, which requires
every employer to adopt a written injury and illness prevention program.
E. Business Licenses. Unless exempt by law, Consultant and all
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. Confidential Information. All data, documents, discussions or other information
developed or received by or for Consultant in performance of this Agreement are confidential
and not to be disclosed to any person except as authorized by City, or as required by law.
15. Assignment; Subcontractors; Employees
A. Assignment. Consultant shall not assign, delegate, transfer, or convey its
duties, responsibilities, or interests in this Agreement or any right, title, obligation, or interest in
or to the same or any part thereof without the City’s prior written consent, which shall be in the
City’s sole discretion. Any assignment without such approval shall be void and, at the City’s
option, shall immediately cause this Agreement to terminate.
B. Subcontractors; Employees. Consultant shall be responsible for
employing or engaging all persons necessary to perform Consultant’s services hereunder. No
subcontractor of Consultant shall be recognized by the City as such; rather, all subcontractors are
deemed to be employees of Consultant, and Consultant agrees to be responsible for their
performance. Consultant shall give its personal attention to the fulfillment of the provisions of
this Agreement by all of its employees and subcontractors, if any, and shall keep the work under
its control. If any employee or subcontractor of Consultant fails or refuses to carry out the
provisions of this Agreement or appears to be incompetent or to act in a disorderly or improper
manner, it shall be discharged immediately from the work under this Agreement on demand of
the Project Manager.
16. Insurance. Without limiting Consultant’s indemnification provided herein,
Consultant shall, at its own expense, procure and maintain insurance that complies with the
requirements set forth in Exhibit C to this Agreement, which is attached hereto and incorporated
by reference. Consultant shall upon thirty (30) days’ written notice comply with any changes in
the amounts and terms of insurance as may be required from time-to-time by City’s risk
manager.
17. Termination of Agreement; Default.
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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 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 Consultant’s breach of the Agreement.
C. In the event City terminates this Agreement without cause, Consultant
shall be entitled to any compensation owed to it up to the time of such termination, it being
understood that any payments are full compensation for services rendered prior to the time of
payment.
D. Upon termination of this Agreement with or without cause, Consultant
shall turn over to the City Manager immediately any and all copies of studies, sketches,
drawings, computations, and other data, whether or not completed, prepared by Consultant or its
subcontractors, if any, or given to Consultant or its subcontractors, if any, in connection with this
Agreement. Such materials shall become the permanent property of the City. Consultant,
however, shall not be liable for the City’s use of incomplete materials nor for the City’s use of
complete documents if used for other than the project contemplated by this Agreement.
18. Suspension. The City shall have the authority to suspend this Agreement and the
services contemplated herein, wholly or in part, for such period as it deems necessary due to
unfavorable conditions or to the failure on the part of the Consultant to perform any provision of
this Agreement. Consultant will be paid for satisfactory services performed prior to the date of
suspension. During the period of suspension, Consultant shall not receive any payment for
services or expenses incurred by Consultant by reason of such suspension.
19. Merger; Amendment. This Agreement constitutes the complete and exclusive
statement of the agreement between City and Consultant and shall supersede all prior
negotiations, representations, or agreements, either written or oral. This document may be
amended only by written instrument, signed by both the City and Consultant. All provisions of
this Agreement are expressly made conditions.
20. Interpretation. This Agreement shall be interpreted as though it was a product of
a joint drafting effort, and no provisions shall be interpreted against a party on the ground that
said party was solely or primarily responsible for drafting the language to be interpreted.
21. Litigation 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
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court will not be bound by any court fee schedule, but shall, if it is in the interest of justice to do
so, award the full amount of costs, expenses, and attorneys’ fees paid or incurred in good faith.
22. Time Is of the Essence. Time is of the essence in this Agreement. Upon receipt
of a written notice from City to proceed with work required by a Task Order, Consultant shall
immediately commence work to perform the services required by that Task Order according to
the time requirements set in the Task Order.
23. Written Notification. Any notice, demand, request, consent, approval or
communication that either party desires or is required to give to the other party shall be in
writing and either served personally or sent by prepaid, first-class mail. Any such notice,
demand, etc. shall be addressed to the other party at the address set forth below. Either party
may change its address by notifying the other party in writing 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.
If to City: City Clerk
City of Rohnert Park - City Hall
130 Avram Avenue
Rohnert Park, CA 94928
If to Consultant: ZFA Structural Engineers
Attn: Kevin Zucco
250 D Street, Suite 200
Santa Rosa, CA 95404
24. Consultant’s Books and Records.
A. Consultant shall maintain any and all ledgers, books of account, invoices,
vouchers, canceled checks, and other records or documents evidencing or relating to charges for
services, or expenditures and disbursements charged to City and all documents and records
which demonstrate performance under this Agreement for a minimum period of three (3) years,
or for any longer period required by law, from the date of termination or completion of this
Agreement.
B. Any records or documents required to be maintained pursuant to this
Agreement shall be made available for inspection or audit, at any time during regular business
hours, upon written request by the City Attorney, City Auditor, City Manager, or a designated
representative of any of these officers. Copies of such documents shall be provided to City for
inspection when it is practical to do so. Otherwise, unless an alternative is mutually agreed
upon, the records shall be available at Consultant’s address indicated for receipt of notices in this
Agreement.
C. The City may, by written request by any of the above-named officers,
require that custody of the records be given to the City and that the records and documents be
maintained in the City Manager's office.
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25. Agreement Is Binding. The terms, covenants, and conditions of this Agreement
shall apply to, and shall bind, the heirs, successors, executors, administrators, assigns, and
subcontractors of both parties.
26. Equal Employment Opportunity. Consultant is an equal opportunity employer
and agrees to comply with all applicable state and federal regulations governing equal
employment opportunity. Consultant will not discriminate against any employee or applicant for
employment because of race, religion, age, sex, creed, color, sexual orientation, marital status or
national origin. Consultant will take affirmative action to ensure that applicants are treated
during such employment without regard to race, religion, age, sex, creed, color, sexual
orientation, marital status, or national origin. Such action shall include, but shall not be limited
to, the following: employment, upgrading, demotion, or transfer; recruitment or recruitment
advertising; lay-offs or termination; rates of pay or other forms of compensation; and selection
for training, including apprenticeship. Consultant further agrees to post in conspicuous places,
available to employees and applicants for employment, notices setting forth the provisions of this
nondiscrimination clause.
27. Non-Exclusive Agreement. This is a non-exclusive agreement. City reserves the
right to provide, and to retain other consultants to provide, services that are the same or similar to
the services described in this Agreement.
28. City Not Obligated to Third Parties. The City shall not be obligated or liable for
payment hereunder to any party other than Consultant.
29. Remedies/Waiver. No failure on the part of either party to exercise any term,
covenant, condition, right or remedy hereunder shall operate as a waiver of any other term,
covenant, condition, right or remedy that such party may have hereunder. All remedies
permitted or available under this Agreement, or at law or in equity, are cumulative and
alternative. As a condition precedent to commencing legal action involving a claim or dispute
against the City arising from this Agreement, 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.
30. Severability. If any one or more of the provisions contained herein shall for any
reason be held to be invalid, illegal or unenforceable in any respect, then such provision or
provisions shall be deemed severable from the remaining provisions hereof, and such invalidity,
illegality, or unenforceability shall not affect any other provision hereof, and this Agreement
shall be construed as if such invalid, illegal, or unenforceable provision had not been contained
herein.
31. Exhibits. The following exhibits are attached to this Agreement and incorporated
herein by this reference:
A. Exhibit A: Scope of Work and Schedule of Performance
B. Exhibit B: Compensation
C. Exhibit C: Insurance Requirements
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32. Execution. This Agreement may be executed in several counterparts, each of
which shall constitute one and the same instrument and shall become binding upon the parties
when at least one copy hereof shall have been signed by both parties hereto. In approving this
Agreement, it shall not be necessary to produce or account for more than one such counterpart.
The parties hereby expressly agree to the use of electronic signatures, which shall be deemed to
have the same effect as an original signature.
33.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.
34.Applicable Law; Venue. This Agreement shall be construed and interpreted
according to California law. In the event that suit shall be brought by either party hereunder, the
parties agree that a trial of such action shall be held exclusively in a state court in the County of
Sonoma, California.
35. Authority. Each individual executing this Agreement on behalf of one of the
parties represents that he or she is duly authorized to sign and deliver the Agreement on behalf of
such party and that this Agreement is binding on such party in accordance with its terms.
IN WITNESS WHEREOF, City and Consultant have executed this Agreement as of the date first
above written.
CITY OF ROHNERT PARK ZFA STRUCTURAL ENGINEERS
By: __________________________________
Marcela Piedra, City Manager (Date)
By:
Kevin Zucco, Executive Principal (Date)
Per Resolution No. 2026-______adopted by the Rohnert
Park City Council at its meeting of February 10, 2026.
By: _________________________________
Tracy Rankin, Interim Risk Manager (Date)
By: _________________________________
Betsy Howze, Finance Director (Date)
ZFA STRUCTURAL ENGINEERS
By:
Luke Wilson, Principal/CFO (Date)
APPROVED AS TO FORM:
By: __________________________________
Michelle Marchetta Kenyon, City Attorney
ATTEST:
By: __________________________________
Sylvia Lopez Cuevas, City Clerk
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Consultant Services for the City of Rohnert Park
TAB 2 | Exhibit A
»SERVICES PROVIDED
Understanding of the types of services required for this MPSA
We understand that the types of services required under the City’s Master Agreement for Consultant Services contract
are primarily for capital improvements including conducting assessments and feasibility studies of buildings, seismic
evaluations, rehabilitation and upgrade design, bridge engineering, and other structures for stability and safety and respond to
emergencies. ZFA has experience with providing design and structural engineering services as well as project management
for as-needed projects under an on-call contract. The scope of work and types of services provided for each project will vary
depending upon the City’s needs and the type of facility, its size and location, the age and condition of the structure, or if it is
for a new facility. In general, typical project tasks and deliverables provided could include the following:
▪Conceptual structural design + early project guidance
▪Project kick-off meeting
▪Schematic Design (SD)
▪Construction Documents (CD)
▪Bidding and Negotiation
▪Construction Administration (CA)
▪Attendance at meetings with stakeholders
▪Structural on-site services
▪Site, building (interior and exterior) inspections
▪Existing conditions evaluation
▪Structural peer reviews
▪Value engineering + feasibility studies
▪Seismic evaluation + retrofit of existing structures
▪General engineering
▪Use of Building Information Modeling (BIM)
▪Rehabilitation of historic structures + structural analysis
of historic materials
▪Post-disaster + emergency structural response
▪New/Existing building recommendations reports
▪Structural assessment and evaluation reports
▪Permit approval assistance
As demonstrated by our experience throughout this proposal, we have provided similar services to those that the City of
Rohnert Park requires as part of this as-needed contract to a variety of other public jurisdictions. This work includes the design
of new and retrofits to existing essential service facilities, such as police and fire stations, as well as the design, evaluation,
and repair of a wide variety of structures, including retaining wall needs. ZFA offers a wide variety of services. Below is a list of
services that we can provide to the City.
•Provide structural engineering design and consultation to
the engineer or architect designing the specific project
•Perform structural engineering on-site services
•Perform building inspections to determine existing conditions
•Provide information on existing conditions for remodel
projects and retrofits
•Provide structural inspections as required
•Provide recommendations on pre-construction of new or
existing buildings
•Provide structural reports, including site plan, results of
investigation, conclusions, and structural recommendations
for design of the proposed facility or remodel
•Obtain permits as required by local government agencies
•Evaluate need for structural engineering options
•Provide information on seismic upgrades
•Provide structural engineering services on existing or
potential construction of bridges, overpasses, and trails
•Provide structural engineering services on building
foundations, retaining walls, roads, and street refurbishing
•Provide structural engineering services for potential
hazardous situations such as seismic activity, landslides,
and erosion
•Provide structural engineering services on building
permits for new construction and/or remodels
•Structural design for steel, concrete, wood, and masonry
structures
•Structural design for new or innovative materials, such
as CLT, NLT, rammed earth, ICF, and glass
•Structural design for complex geometries, such as
sculptures, solar arrays, and fabric tension structures
•Conceptual structural design + early project guidance
•Value engineering + feasibility studies
•Seismic evaluation + retrofit of existing structures
•Repair to damaged or degraded structures or
components
•Post-disaster + emergency structural assessment
•Rehabilitation of historic structures + structural analysis
of historic materials
•Nonlinear static (pushover) + nonlinear dynamic analysis
•Peer review + plan check
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Consultant Services for the City of Rohnert Park
TAB 3 | Exhibit B
»HOURLY RATES ►2025 hourly rates
Executive Principal ........................................................................................ $280
Principal ....................................................................................................... $235
Associate Principal ........................................................................................ $210
Senior Associate ........................................................................................... $195
Associate ....................................................................................................... $185
Senior Engineer ............................................................................................. $165
Engineer ........................................................................................................ $150
Engineer – Designer ..................................................................................... $130
Project BIM Manager ..................................................................................... $150
Senior BIM Technician .................................................................................. $140
BIM Technician .............................................................................................. $120
Engineering Support ........................................................................................ $80
Reimbursable Expenses: ZFA uses the IRS-approved mileage reimbursement rate of $0.700 per
mile, to estimate reimbursement rates for automobile travel.
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Exhibit C
OAK #4862-8048-1163 (Rev 10-23)
EXHIBIT C
INSURANCE REQUIREMENTS for Consulting 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
a 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 a 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 a limit no less than $2,000,000 per occurrence or claim,
$2,000,000 aggregate.
If 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 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).
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Exhibit C
OAK #4862-8048-1163 (Rev 10-23)
Primary Coverage
For any claims related to this contract, 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 in 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
written 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 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
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; and
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, Consultant must
purchase “extended reporting” coverage for a minimum of five (5) years after completion
of contract work.
Verification of Coverage
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Exhibit C
OAK #4862-8048-1163 (Rev 10-23)
Consultant shall furnish the City with original Certificates of Insurance including all required
amendatory endorsements (or copies of the applicable policy language effecting coverage
required by this clause) and a copy of the Declarations and Endorsement Page of the CGL policy
listing all policy endorsements to City before work begins. However, failure to obtain the
required documents prior to the work beginning shall not waive 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.
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CERTIFICATE OF CONSULTANT
I HEREBY CERTIFY that I am the __________________________________, and a
duly authorized representative of the firm of _____________________________________,
whose address is ______________________________________________________, and that
neither I nor the above firm I here represent has:
a) Employed or retained for a commission, percentage, brokerage, contingent
fee, or other consideration, any firm or person (other than a bona fide
employee working solely for me or the above consultant) to solicit to
secure this Agreement.
b) Agreed, as an express or implied condition for obtaining this contract, to
employ or retain the services of any firm or person in connection with
carrying out the Agreement; or
c) Paid, or agreed to pay, to any firm, organization or person (other than a
bona fide employee working solely for me or the above consultant) any
fee, contribution, donation, or consideration of any kind for, or in
connection with, procuring or carrying out the Agreement;
Except as here expressly stated (if any);
I acknowledge that this certificate is subject to applicable State and Federal laws, both
criminal and civil.
_________________ ___________________________________
Date Signature
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President
250 D St. Suite 200, Santa Rosa, CA.
ZFA Structural Engineers
1/29/2026