HomeMy WebLinkAboutResolution 2016-162 N.C.S. 10/17/2016Resolution No. 2016 -162 N.C.S.
of the City of Petaluma, California
RESOLUTION AUTHORIZING THE EXECUTION OF A PROFESSIONAL
SERVICES AGREEMENT FOR DESIGN AND ENGINEERING SERVICES
FOR THE PETALUMA COMMUNITY SPORTS FIELDS BASEBALL
FIELD PROJECT AND AUTHORIZING A REVISED PROJECT BUDGET
WHEREAS, the City of Petaluma wishes to design and construct the Petaluma
Community Sports Fields Baseball Field Project ( "Project "); and
WHEREAS, this Project requires the design and engineering services of a quality fine
familiar with the Project; and
WHEREAS, the fine Gretchen Stranzl McCann (GSM) Landscape Architects of Napa
submitted a proposal to the City of Petaluma on July 26, 2016 for design and engineering
services for the Project; and
WHEREAS, Gretchen Stranzl McCann (GSM) Landscape Architects has demonstrated
the ability to provide high quality professional support throughout the Petaluma Community
Sports Fields Project; and
WHEREAS, staff recommends the City execute a professional services agreement with
Gretchen Stranzl McCann (GSM) Landscape Architects for design and engineering services for
the Petaluma Community Sports Fields Baseball Fields Project.
NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Petaluma
hereby:
Authorizes the City Manager to sign the attached Professional Services Agreement
for design and engineering services with Gretchen Stranzl McCann (GSM) Landscape
Architects of Napa for the Petaluma Community Sports Fields Baseball Fields Project
in the amount not to exceed $285,458.
Resolution No. 2016 -162 N.C.S. Page 1
2. Authorizes a revised budget for the Petaluma Community Sports Fields Project
REFERENCE:
AYES:
NOES:
ABSENT:
ABSTAIN:
ATTEST:
number 014501607 as summarized in the table contained in the "Fiscal Impact"
section of the accompanying memorandum.
Under the power and authority conferred upon this Council by the Charter of said City.
I hereby certify the foregoing Resolution was introduced and adopted by the
Council of the City of Petaluma at a Regular meeting on the 17`h day of October,
2016, by the following vote:
City
Albertson, Barrett, Mayor Glass, Healy, Kearney, Vice Mayor King, Miller
None
None
None
City Clerk
r
f
Mayor
as to
Resolution No. 2016 -162 N.C.S. Page 2
Exhibit A
PROFESSIONAL SERVICES AGREEMENT
Design Services
for the
Petaluma CommuWjy Sports Fields Baseball Diamond
(Title of Project)
FY 16/17
Fund #
Cost Center
Object Code
Project #
Amount $285,458
For multi -year contracts or contracts with multiple
accounts:
FY
Fund #
Cost Center
Object Code
Project #
Amount $
FY
Fund #
Cost Center
Object Code
Project #
Amount $
FY
Fund #
Cost Center
Object Code
Project #
Amount $
FY
Fund #
Cost Center
Object Coda
Project #
Amount $
FY
Fund #
Cost Center
Object Code
Project #
Amount $
THIS PROFESSIONAL SERVICES AGREEMENT ( "Agreement ") is entered into and effective
as of , 20 ( "Effective Date "), by and between the City of Petaluma, a
(city use only)
municipal corporation and a charter city ( "City ") and GSM Landscape Architects, Inc., a
California Corporation ( "Consultant ") (collectively, the "Parties "),
WHEREAS, the Parties enter into this Agreement for the purpose of Consultant providing
professional services to City under the terms and conditions set forth herein.
THEREFORE, in consideration of the mutual covenants contained in this Agreement, the Parties
agree as follows:
Services. Consultant shall provide the services as .described in and in accordance with
the schedule set forth in Exhibit "A" attached hereto and incorporated herein
( "Services ").
2. Compensation; Business Tax Certificate.
A. For the full performance of the Services as described herein, City shall
compensate Consultant in accordance with the rates specified in Exhibit A.
B. Consultant shall. submit detailed monthly invoices reflecting all services
performed during the preceding month, and including a revised schedule for
performance and additional documentation requested by City, as applicable,
C. Consultant shall be compensated for services in addition to those described in
Exhibit A, only if Consultant and City execute a written amendment to this
Agreement describing the additional services to be performed and the
compensation to be paid for such services. In no case shall the total compensation
under this Agreement exceed $285,458 (Two hundred eighty -five thousand four
hundred fifty -eight dollars) without prior written authorization of the City
Manager. Further, no compensation for a section or work program component
attached with a specific budget shall be exceeded without prior written
authorization of the City Manager,
Resolution No. 2016 -162 N.C.S. Page 3
D. Notwithstanding any provision herein, Consultant shall not be paid any
compensation trail such time as Consultant has on file with the City Finance
Department a current W -9 form available from the IRS website ()Yww.irs.goy)
and has obtained a currently valid Petaluma business tax certificate,
E, City's obligation to pay compensation to Consultant as provided herein is
contingent upon Consultant's performance of the Services pursuant to the terms
and conditions of this Agreement and any amendments thereto.
3. Term. The term of this Agreement commences on the Effective Date, and terminates on
June 30, 2018, unless sooner terminated in accordance with Section 4. Upon termination,
any and all of City's doctuments or materials provided to Consultant and any and all of
the documents or materials prepared for City or relating to the performance of the
Services, shall be delivered to the City as soon as possible, but not later than fourteen
(14) days after termination of the Agreement.
4. Termination. City may terminate this Agreement without cause upon ten (10) days'
written notice. City may immediately terminate or suspend this Agreement for cause.
Cause for immediate termination or suspension shall include, but not be limited to, any
breach of this Agreement by Consultant or Consultant's bankruptcy or insolvency, Upon
receipt of notice of termination or suspension for cause, Consultant shall immediately
stop all work in progress under this Agreement. In the event of early termination of this
Agreement by City, Consultant shall be entitled to payment for all Services performed to
the date of termination to the extent such Services were performed to the satisfaction of
City in accordance with the terms and conditions of this Agreement, If City terminates
this Agreement for cause, Consultant shall be liable to City for any excess cost City
incurs for completion of the Services.
5. Consultant's Representation, Independent Contractor. Consultant represents that
Consultant possesses distinct professional skills in performing the Services. City has
relied upon said representation as a material inducement to enter into this Agreement.
Consultant shall, therefore, provide properly skilled professional and technical personnel
to perform all Services under this Agreement. It is expressly understood that Consultant
and its agents and employees, shall act in an independent capacity and as an independent
contractor and not as officers, employees, or agents of City. This Agreement shall not be
construed as an agreement for employment,
6. Facilities and Equipment. Consultant shall, at its sole cost and expense, furnish all
Facilities and equipment that may be required for furnishing Services pursuant to this
Agreement. City shall furnish to Consultant no facilities or equipment, unless the City
otherwise agrees in writing to provide the same.
7. Licenses, Permits, Etc. Consultant shall, at Consultant's sole cost and expense, keep in
effect at all titnes during the term of this Agreement any licenses, permits or other such
approvals which are legally required for performing the Services.
Resolution No. 2016 -162 N.C.S. Page 4
8. Time. Consultant shall devote such time to the performance of the Services as may be
reasonably necessary for satisfactory performance of Consultant's obligations pursuant to
this Agreement.
9. Inspection. Consultant shall provide the City every reasonable opportunity to ascertain
that the Services are being performed in accordance with the requirements and intentions
of this Agreement, All work done and materials furnished, if any, shall be subject to
inspection and approval by the City, The inspection of such work shall not relieve
Consultant of any of its obligations pursuant to this Agreement.
10. Progress Reports. Upon the City's request, Consultant shall provide, in a form
acceptable to City, written progress reports of all oral and written observations, opinions,
recommendations, analyses, progress and conclusions related to Consultant's
performance of the Services.
11. Confidentiality. In the course of Consultant's employment, Consultant may have access
to trade secrets and confidential information, disclosure of which is protected or limited
by law. Consultant shall not directly or indirectly disclose or use any such confidential
information, except as required for the performance of the Services.
12. Conflict of Interest. Consultant represents that it presently has no interest, and
covenants that it shall not acquire any interest, direct or indirect, financial or otherwise,
which would conflict in any manner or degree with the performance of the Services
hereunder. Consultant further covenants that, in the performance of this Agreement, it
shall not employ any subcontractor or person having such a conflict of interest.
Consultant represents that no one who has or will have any financial interest under the
Agreement is an officer or employee of City, If such conflict of interest arises during this
Agreement or any extension, Consultant will immediately advise City and City may, at
its sole discretion, immediately terminate this Agreement. Certain Consultants are
subject to the requirements, including the disclosure and reporting requirements, of the
City's Conflict of Interest Code adopted .pursuant to the Political Reform Act, Such
Consultants subject to the City's Conflict of Interest Code include those whose work may
involve: making government decisions regarding approval or adoption of rates, rules, or
regulations, action on permits or other applications, authorization to enter into or modify
contracts, or approval of plans, designs, reports, or studies. Consultant agrees to comply
fully with all such requirements to the extent they apply to Consultant's performance of
the Services.
11 Consultant No Agent. Except as City may specify in writing, Consultant shall have no
authority, express or implied, to act on behalf of City in any capacity whatsoever as an
agent. Consultant shall have no authority, express or implied, pursuant to this Agreement
to bind City to any obligation whatsoever.
14. Standard of Performance. Consultant shall perform all the Services in a manner
consistent with the standards of Consultant's profession. All instruments of service of
whatsoever nature, which Consultant delivers to City pursuant to this Agreement, shall be
prepared in a substantial, workmanlike manner and conform to the standards of
Resolution No. 2016 -162 N.C.S. Page 5
Consultant's profession. All such instruments of service shall become the sole and
exclusive property of City upon delivery of the same.
15. Assignment /Transfer. No assignment or transfer in whole or in part of this Agreement
shall be made without the prior written consent of City.
16,.. Subcontractors. Consultant shall directly perform all Services, and shall not subcontract
any portion of performance of the Services without the prior written consent of City.
Any such subcontractors shall be required to comply, to the full extent applicable, with
the terms and conditions of this Agreement, including but not limited to, procuring and
maintaining insurance coverage as required herein and which shall name City as an
additional insured:
17. Compliance With All Laws. Consultant shall fully comply with all applicable local,
state and federal rules, laws, regulations and ordinances pertaining to the performance of
the Services required hereunder, including but not limited to, the California Building
Standards Code as in effect in the City, the Americans with Disabilities Act, and any laws
and regulations related to any copyright, patent, trademark or other intellectual property
right involved in performance of the Services. Consultant's failure to comply with any
law(s) . or regulation(s) applicable to the performance of the Services hereunder shall
constitute a material breach of this Agreement. To the extent that any other government
agency or entity provides compensation for any Services, Consultant shall comply with
all, rules and regulations applicable to such fiscal assistance.
18. Prevailing Wages. This Agreement is subject to the requirements of the California
Prevailing Wage Law, California Labor. Code Section 1720 et seq., and the Services as
described in Exhibit A will be performed in accordance with all applicable requirements
of the California Prevailing Wage Law, including, but not limited to, all applicable
requirements contained in Exhibit C, which is attached to and made a part of this
Agreement.
19. Living Wage Ordinance. Without limiting the foregoing Section 17, Consultant shall
comply fully with all applicable requirements of Petaluma Municipal Code, Chapter 8.36,
Living Wage (the "Living Wage Ordinance "), as the same may be amended from time to
time. Upon the City's request Consultant shall promptly provide to the City documents
and information verifying Consultant's compliance with the requirements of the Living
Wage Ordinance, and shall within fifteen (15) calendar days of the Effective Date of this
Agreement, notify each of its affected employees as to the amount of wages and time off
that are required to be provided to them pursuant to the Living Wage Ordinance. The
Acknowledgement and Certification Pursuant to City of Petaluma Living Wage
Ordinance, attached to this Agreement at Exhibit D shall be a part of this Agreement for
all purposes, and Consultants that are subject to Living Wage Ordinance requirements, as
determined by the City, must provide a properly completed Exhibit D in accordance with
the requirements of the Living Wage Ordinance. Consultant's noncompliance with the
applicable requirements of the Living Wage Ordinance shall constitute cause for City's
terxmination of this Agreement pursuant to Section 4 hereof.
Resolution No, 2016 -162 N.C.S. Page 6
20. Discrimination. During the performance of this Agreement, Consultant shall not
discriminate against any employee or applicant for employment because of race, religion,
creed, color, national origin, ancestry, gender, sexual orientation, age or physical or
mental disability in violation of any applicable law.
21, Notice. Except as otherwise specified in this Agreement, all notices to be sent pursuant
to this Agreement shall be made in writing, and sent to the Parties at their respective
addresses specified below or to such other address as a Party may designate by written
notice delivered to the other Party in accordance with this Section. All such notices shall
be sent by:
(i) personal delivery, in which case notice is effective upon delivery;
(ii) certified or registered mail, return receipt requested, in which case notice shall be
deemed delivered on receipt if delivery is confirmed by a return receipt;
(iii) nationally recognized overnight courier, with charges prepaid or charged to the
sender's account, in which case notice is effective on delivery if delivery is
confirmed by the delivery service; or
(iv) facsimile transmission, in which case notice shall be deemed delivered upon
transmittal, provided that (a) a duplicate copy of the notice is promptly delivered
by first -class or certified mail or by overnight delivery, or (b) a transmission
report is generated reflecting the accurate transmission thereof. Any notice given
by facsimile shall be considered to have been received on the next business day if
it is received after 5:00 p.m, recipient's time or on a nonbusiness day.
City: City Clerk
City of Petaluma
Post Office Box 61
Petaluma, California 94953
Phone: (707) 778 -4360
Fax: (707) 778 -4554
Email: cityclerk @ci,petaluma,ca.us
And:
Dan St. John Director
Department of Public Works & Utilities
202 North McDowell Boulevard
Petaluma, CA 94954
Phone: (707) 778 -4546
Fax: ,(70778 -4508
Email: dstjohn@ci.l)etaluma.ca.us
Consultant: Gretchen Stranzl McCann
GSM Landscape Architects, Inc.
1700 Soscol Avenue, .Suite 23
Napa, CA. 94559
Phone: (707) 255 -4630
Resolution No. 2016 -162 N.C.S. Page 7
Fax: tO - -7t K
Email: gretchen@gsmlaine.com
22. Ownership of Documents. All original papers, documents or computer material on disk
or microfilm, and copies thereof, produced as a result of this Agreement, shall be the
property of City and may not be used by Consultant without the written consent of City.
Copies of such documents or papers shall not be disclosed to others without the written
consent of the City Manager or his or her designated representative.
23. Indemnification. To the maximum extent permitted by law, Consultant shall, at its own
expense, indemnify, defend with counsel acceptable to the City, (which acceptance will
not be unreasonably withheld), and hold harmless City and its officers, officials,
employees, agents and ,volunteers ( "Indemnitees ") from and against any and all alleged
liability, loss, damage, claims, suits, actions, arbitration proceedings, administrative
proceedings, regulatory proceedings, civil penalties and fines, expenses and costs
(including, without limitation, claims expenses, attorney's fees and costs and fees of
litigation) (collectively, "Liability") of every nature, whether actual, alleged or
threatened, arising out of or in connection with the Services or Consultant's failure to
comply with any of the terms of this Agreement, regardless of any fault or alleged fault
of the Indemnitees.
The Consultant's obligation to indemnify, defend and hold harmless under this provision
shall not be excused because of the Consultant's inability to evaluate Liability, or because
the Consultant evaluates Liability and determines that the Consultant is not or may not be
liable. The Consultant must respond within 30 calendar days to any tender for defense
and indemnity by the City, unless the time for responding has been extended by an
authorized representative of the City in writing. If the Consultant fails to accept tender of
defense and indemnity within 30 calendar days, in addition to any other remedies
authorized by law, so much of the money due or that may become due the Consultant
under this Agreement as shall reasonably be considered necessary by the City, may be
retained by the City until disposition has been made of the matter subject to tender, or
until the Consultant accepts- the tender, whichever occurs first. In the event that the City
must file responsive documents in a matter tendered to Consultant prior to Consultant's
acceptance of tender, 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 filing
such responsive documents.
The Consultant waives any and all rights to express or implied indemnity against the
Indemnitees concerning any Liability of the Consultant arising out of or in connection
with the Services or Consultant's failure to comply with any of the terms of this
Agreement. The Consultant's responsibility of such defense and indemnity obligations
shall survive the termination or completion of this Agreement for the full period of time
allowed by law. The defense and indemnification obligations of this Agreement are
undertaken to, and shall not in any way be limited by, the insurance obligations contained
in this Agreement.
Resolution No. 2016 -162 N.C.S. Page 8
Notwithstanding the foregoing, to the extent this Agreement is a "construction contract"
as defined by California Civil Code Section 2783, as may be amended from time to time,
Consultant's duty to indemnify under this provision shall not apply when to do so would
be prohibited by California Civil Code Section 2782, as may be amended from time to
time.
Notwithstanding the foregoing, to the extent that the Services include design professional
services subject to California Civil Code Section 2782.8, as may be amended from time
to time, Consultant's duty to indemnify shall only be to the maximum extent permitted by
California Civil Code Section 2782.8.
24, Insurance, Consultant shall comply with the "Insurance Requirements for Consultants"
in Exhibit B -2, attached hereto and incorporated herein by reference. [Indicate attached
exhibit, e.g., "B-]," ('B-2,)) "B-3," or "B -4. "]
25. Amendment, This Agreement may be amended only by a written instrument executed
by both Parties.
26, Litigation. If litigation ensues which pertains to the subject matter of Consultant's
services hereunder, Consultant, upon request from City, agrees to testify therein at a
reasonable and customary fee.
27. 'Construction. This Agreement is the product of negotiation and compromise on the part
of both Parties and that the Parties agree that, notwithstanding Civil Code section 1654,
any uncertainty in the Agreement shall not be construed against the drafter of the
Agreement.
28. Governing Law, Venue. This Agreement shall be enforced and interpreted under the
laws of the State of California and the City of Petaluma. Any action arising from or
brought in connection with this Agreement shall be venued in a court of competent
jurisdiction in the County of Sonoma, State of California.
29, Non - Waiver. The City's failure to enforce any provision of this Agreement or the
waiver thereof in a particular instance shall not be construed as a general waiver of any
part of such provision. The provision shall remain in full force and effect.
30. Severability. If any term or portion of this Agreement is held to be invalid, illegal, or
otherwise unenforceable by a court of competent jurisdiction, the remaining provisions of
this Agreement shall continue in full force and effect.
31. No Third Party Beneficiaries. The Parties do not intend to create, and nothing in this
Agreement shall be construed to create any benefit or right in any third party.
32. Mediation. The Parties agree to make a good faith attempt to resolve any dispute arising
out of this Agreement through mediation prior to commencing litigation. The Parties
shall mutually agree upon the mediator and shall divide the costs of mediation equally.
Resolution No, 2016 -162 N.C.S. Page 9
33. Consultant's Books and Records.
A. Consultant shall maintain any and all ledgers, books of accounts, invoices,
vouchers, canceled checks, and other records or documents evidencing or relating
to charges for services, or expenditures and disbursements charged to the City for
a minimum period of three (3) years or for any longer period required by law,
from the date of final payment to Consultant pursuant to this Agreement.
B. Consultant shall maintain 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.
C. 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 Manager, City Attorney, City Finance
Director, or a designated representative of these officers. Copies of such
documents shall be provided to the City for inspection at Petaluma City Hall
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.
D. Where City has reason to believe that such records or documents may be lost or
discarded due to dissolution, disbandment or termination of Consultant's
business, 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 Petaluma City Hall. Access to such records and
documents shall be granted to any party authorized by Consultant, Consultant's
representatives, or Consultant's successor in interest.
34. Headings. The headings used in this Agreement are for convenience only and are not
intended to affect the interpretation or construction of any provisions herein.
35. Survival. All obligations arising prior to the termination or expiration of this Agreement
and all provisions of this Agreement allocating liability between City and Consultant
shall survive the tennination or expiration of this Agreement.
36. Entire Agreement. This Agreement, including the exhibits attached hereto and
incorporated herein, constitutes the entire agreement between the Parties with respect to
the Services, and supersedes all prior agreements or understandings, oral or written,
between the Parties in this regard.
IN WITNESS WHEREOF, the parties hereto have executed this document the day, month and
year first above written.
CITY OF PETALUMA CONSULTANT
By 5 /
City Manager Nai
Resolution No. 2016 -162 N.C.S. Page 10
ATTEST:
City Clerk
APPROVED AS TO FORM:
City Attorney
APPROVED:
Department Director
APPROVED:
Risk Manager
APPROVED:
Finance Director
file name:
Title
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Address
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City State Zip
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Taxpayer I.D. Number
Petaluma- Business Tax Certificate Number 8 �( ([4
Resolution No. 2016 -162 N.C.S. Page 11
INSURANCE REQUIREMENTS
FXRTRTT R -9.
Consultant's performance of the Services under this Agreement shall not commence until
Consultant shall have obtained all insurance required under this paragraph and such insurance
shall have been approved by the City Attorney as to form and the Risk Manager as to carrier and
sufficiency. All requirements herein provided shall appear either in the body of the insurance
policies or as endorsements and shall specifically bind the insurance carrier.
Consultant shall procure and maintain for the duration of the contract all necessary insurance
against claims now and in the future for injuries to persons or damages to property which may
arise from or in connection with the performance of the Services by the Consultant, the
Consultant's agents, representatives, employees and subcontractors. Required professional
liability insurance shall be maintained at the level specified herein for the duration of this
Agreement and any extension thereof and for twelve additional months following the Agreement
termination or expiration.
A. Minimum Scope of Insurance
Coverage shall be at least as broad as:
1. Insurance Services Office Commercial General Liability coverage:
a. Personal injury;
b. Contractual liability.
. 2. Insurance Services Office form covering Automobile Liability, code 1 (any auto).
3. Workers' Compensation insurance as required by the State of California and
Employer's Liability Insurance.
4. Professional Liability insurance.
5. Such other insurance coverages and limits as may be required by the City.
B. Minimum Limits of Insurance
Consultant shall maintain limits no less than:
1. General Liability: $1,000,000 per occurrence for bodily injury, personal injury
and property damage. If- Commercial General Liability Insurance or other form
with a general aggregate liability is used, either the general aggregate limit shall
apply separately to this Agreement or the general aggregate limit shall be twice
the required occurrence limit,
2. Automobile Liability: $1,000,000 per accident for bodily injury and property
damage.
3. Employer's Liability: Bodily Injury by Accident - $1,000,000 each accident.
Bodily Injury by Disease - $1,000,000 policy limit.
Bodily Injury by Disease - $1,000,000 each employee.
4. Professional Liability insurance: $1,000,000.
5. Such other insurance coverages and limits as may be required by the City.
C. Deductibles and Self - Insured Retentions
Any deductibles or self - insured retentions must be declared to and approved by the City.
At the option of the City, either: the insurer shall reduce or eliminate such deductibles or
Resolution No. 2016 -162 N.C.S. Page 12
self - insured retentions as respects the City, its officers, officials, employees, and
volunteers; or the Consultant shall procure a bond guaranteeing payment of losses and
related investigations, claim administration and defense expenses.
D. Other Insurance Provisions
The required general liability and automobile policies are to contain, or be endorsed to
contain the following provisions:
I. The City, its officers, officials, employees, agents and volunteers are to be
covered as Additional Insureds as respects: liability arising out of activities
performed by or on behalf of the Consultant; products and completed operations
of the Consultant; premises owned, occupied or used by the Consultant; or
automobiles owned, leased, hired or borrowed by the Consultant. The coverage
shall contain no special limitations on the scope of protection afforded to the City,
its officers, officials, employees, agents or volunteers. .
2. For any claims related to this project, the Consultant's insurance coverage shall be
primary insurance as respects the City, its officers, officials, employees, agents
and volunteers. Any insurance or self-insurance maintained by the City, its
officers, officials, employees, agents or volunteers shall be excess of the
Consultant's insurance and shall not contribute with it.
3. Any failure to comply with reporting or other provisions of the policies including
breaches of warranties shall not affect coverage provided to the City, its officers,
officials, employees, agents or volunteers.
4. The Consultant's insurance shall apply separately to each insured against whom
claim is made or suit is brought except, with respect to the limits of the insurer's
liability.
5. Each insurance policy required by this clause shall be endorsed to state that
coverage shall not be suspended, voided, canceled by either party, reduced in
coverage or in limits except after thirty (30) days' prior written notice by certified
mail, return receipt requested, has been given to the City.
6. Consultant agrees to waive subrogation rights against City regardless of the
applicability of any insurance proceeds, and to require all contractors,
subcontractors or others involved in any way with the Services to do likewise.
7. It shall be a requirement under this Agreement that any available insurance
proceeds broader than or in excess of the specified minimum insurance coverage
requirement and /or limits shall be available to the additional insured.
Furthermore, the requirement for coverage and limits shall be (1) the minimum
coverage and limits specified in this Agreement, or (2) the broader coverage and
maximum limits of coverage of any insurance policy or proceeds available to the
named insured; whichever is greater.
8. The limits of insurance required in this Agreement may be satisfied by a
combination of primary and umbrella or excess insurance. Any umbrella or excess
insurance shall contain or be endorsed to contain a provision that such coverage
shall also apply on a primary and non- contributory basis for the benefit of the City
of Petaluma before the City of Petaluma's own insurance or self - insurance shall
be called upon to protect it as a named insured.
Resolution No. 2016 -162 N.C.S. Page 13
E. Acceptability of Insurers
Insurance is to be placed with insurers with a current AM. Best's rating of no less than
ANII.
F. Verification of Coverage
Consultant shall filrnish the City with original endorsements effecting coverage required
by this clause. The endorsements are to be signed by a person authorized by that insurer
to bind coverage on its behalf. All endorsements are to be received and approved by the
City before the Services commence.
Resolution No. 2016 -162 N.C.S. Page 14
PREVAILING WAGE EXHIBIT C
HOURS OF WORD:
A. In accordance with California Labor Code Section 1810, eight (8) hours of labor in
performance of the Services shall constitute a legal day's work under this Agreement.
B. In accordance with California Labor Code Section 1811, the time of service of any
worker employed in performance of the Services is limited to eight hours during any one
calendar day, and forty hours during any one calendar week, except in accordance with
California Labor Code Section 1815; which provides that work in excess of eight hours
during any one calendar day and forty hours during any one calendar week is permitted
upon compensation for all hours worked in excess of eight hours during any one calendar
day and forty hours during any one calendar week at not less than one -and- one -half times
the basic rate of pay.
C. The, Consultantand its subconsultants shall forfeit as a penalty to the City $25 for each
worker employed in the performance of the Services for each calendar day during which
the worker is required or permitted to work more than eight (8) hours in any one calendar
day, or more than forty (40) hours in any one calendar week, in violation of the
provisions of California Labor Code Section 1810 and following.
WAGES:
A. In accordance with California Labor Code Section 1773.2, the City has determined the
general prevailing wages in the locality in which the Services are to be performed for
each craft or type of work needed to be as published by the State of California
Department of Industrial Relations, Division of Labor Statistics and Research, a copy of
which is on file with the City and shall be made available on request. The Consultant and
subconsultants engaged in the performance of the Services shall pay no less than these
rates to all persons engaged in performance of the Services.
B. In accordance with Labor Code Section 1775, the Consultant and any subconsultants
engaged in performance of the Services shall comply Labor Code Section 1775 which
establishes a penalty of up to $50 per day for each worker engaged in the performance of
the Services that the Consultant or any subconsultant pays less than the specified
prevailing wage. The amount of such penalty shall be determined by the Labor
Commissioner and shall be based on consideration of the mistake, inadvertence, or
neglect of the Consultant or subconsultant in failing to pay the correct rate of prevailing
wages, or the previous record of the Consultant or subconsultant in meeting applicable
prevailing wage obligations, or the willful failure by the Consultant or subconsultant to
pay the correct rates of prevailing wages. A mistake, inadvertence, or neglect in failing
to pay the correct rate of prevailing wages is not excusable if the Consultant or
subconsultant had knowledge of their obligations under the California Labor Code. The
Resolution No. 2016 -162 N.C.S. Page 15
Consultant or subconsultant shall pay the difference between the prevailing wage rates
and the amount paid to each worker for each calendar day or portion thereof for which
each worker was paid less than the prevailing wage rate, If a subconsultant worker
engaged in performance of the Services is not paid the general prevailing per diem wages
by the subconsultant, the Consultant is not liable for any penalties therefore unless the
Consultant had knowledge of that failure or unless the Consultant fails to comply with all
of the following requirements:
1. The Agreement executed between the Consultant and the subconsultant for the
performance of part of the Services shall include a copy of the provisions of
California Labor Code Sections 1771, 1775, 1776, 1777.5, 1813, and 1815.
2. The Consultant shall monitor payment of the specified general prevailing rate of
per diem wages by the subconsultant by periodic review of the subconsultant's
certified payroll records.
3. Upon becoming aware of a subconsultant's failure to pay the specified
prevailing rate of wages, the Consultant shall diligently take corrective
action to halt or rectify the failure, including, but not limited to, retaining
sufficient funds due the subconsultant for performance of the Services.
4. Prior to inaking final payment to the subconsultant, the Consultant shall obtain an
affidavit signed under penalty of perjury from the subconsultant that the
subconsultant has paid the specified general prevailing rate of per diem wages
employees engaged in the performance of the Services and any amounts due
pursuant to California Labor Code Section 1813.
C. In accordance with California Labor Code Section 1776, the Consultant and each
subconsultant engaged in performance of the Services, shall keep accurate-payroll records
showing the name, address, social security number, work classification, straight time and
over hours worked each day and week, and the actual per diem wages paid to each
journeyman, apprentice, worker, or other employee employed in performance of the
Services. Each payroll record shall contain or be verified by a written declaration that it
is made under penalty of perjury, stating both of the following:
1. The information contained in the payroll record is true and collect.
2. The employer has complied with the requirements of Sections 1771, 1811, and
1815 for any Services performed by the employer's employees on the public
works project.
The payroll records required pursuant to California Labor Code Section 1776 shall be
certified and shall be available for inspection by the Owner and its authorized
representatives, the Division of Labor Standards Enforcement, the Division of
Apprenticeship Standards of the Department of Industrial Relations and shall otherwise
be available for inspection in accordance with California Labor Code Section 1776. In
addition, Consultant and sub - consultant shall be required to be registered with the
Department of Industrial Relations pursuant to Labor Code section 1725.5. Consultant
Resolution No. 2016 -162 N.C.S. Page 16
SO ACKNOWLEDGED and CERTIFIED:
Project or Contract I.D: Petal-ulna Community Sports Fields Baseball Diamond
0t5l ill C,. Date:
(Print Name of Covered Entity/Business Capacity)
velwwl��
(Print Name)
/s/ ' - I
(Si ature)
its
(Title /Capacity of Authorized Signer)
Resolution No. 2016 -162 N.C.S. Page 17
REPORT OF CHARGES, COMPLAINTS, CITATIONS AND /OR FINDINGS
PURSUANT TO PETALUMA MUNICIPAL CODE SECTION 8.36.120
FOR EACH WAGE, HOUR, COLLECTIVE BARGAINING, WORKPLACE SAFETY, ENVIRONMENTAL OR
CONSUMER PROTECTION CHARGE, COMPLAINT, CITATION, AND /OR FINDING OF VIOLATION OF LAW
OR REGULATION BY ANY REGULATORY AGENCY OR COURT, INCLUDING BUT NOT LIMITED TO THE
CALIFORNIA DEPARTMENT OF FAIR EMPLOYMENT AND HOUSING, DIVISION OF OCCUPATIONAL
SAFETY AND HEALTH (OSHA), CALIFORNIA DEPARTMENT OF INDUSTRIAL RELATIONS LABOR
COMMISSIONER), ENVIRONMENTAL PROTECTION AGENCY AND /OR NATIONAL LABOR RELATIONS
BOARD, WHICH:
Y AFFECTS YOU AS A PROSPECTIVE CONTRACTOR, SUBCONTRACTOR, LESSEE, FRANCHISEE
AND /OR PARTY TO ANY CITY OF PETALUMA AND /OR PETALUMA COMMUNITY
DEVELOPMENT COMMISSION - FUNDED AGREEMENT OR BENEFIT SUBJECT TO PETALUMA
MUNICIPAL CODE CHAPTER 8.36 LIVING WAGE ORDINANCE), AND
® HAS BEEN FILED OR PRESENTED TO YOU WITHIN THE TEN YEARS IMMEDIATELY PRIOR TO THE
BID, PROPOSAL, SUBMISSION OR REQUEST FOR WHICH THIS ACKNOWLEDGEMENT AND
CERTIFICATION IS MADE,
PLEASE PROVIDE THE DATE, THE REGULATORY AGENCY OR COURT MAKING THE CHARGE
COMPLAINT, CITATION OR FINDING, THE SUBJECT MATTER AND THE MANNER OF RESOLUTION, IF
ANY, FOR EACH SUCH CHARGE COMPLAINT, CITATION OR FINDING.
IF NONE, PLEASE STATE "NONE ":
ATTACH ADDITIONAL PAGES IF NEEDED.
Date:
Regulatory Agency or Court:
Subject Matter:
Resolution, if any:
Expected resolution, if known:
Resolution No. 2016 -162 N.C.S. Page 18
and any sub - consultant shall submit certified payroll records to the Department of
Industrial Relations Labor Commissioner online:
https:H apps .dir.ca,gov /eepr /DAS /AltLogi4, Consultant is responsible for ensuring
compliance with this section.
D. In accordance with California Labor Code Section 1777.5, the Consultant, on behalf of
the Consultant and any subconsultants engaged in performance of the Services, shall be
responsible for ensuring compliance with California Labor Code Section 1777.5
governing employment and payment of apprentices on public works contracts.
E. In case it becomes necessary for the Consultant or any subconsultant engaged in
performance of the Services to employ on the Services any person in a trade or
occupation (except executive, supervisory,, administrative, clerical, or other non'manual
workers as such) for which no minimum wage rate has been determined by the Director
of the Department of Industrial Relations, the Consultant shall pay the minimum rate of
wages specified therein for the classification which most nearly corresponds to Services
to be performed by that person. The minimum rate thus furnished shall be applicable as a
minimum for such trade or occupation from the time of the initial employment of the
person affected and during the continuance of such employment,
Resolution No, 2016 -162 N.C.S. Page 19
EXHIBIT D
ACKNOWLEDGEMENT AND CERTIFICATION PURSUANT TO
CITY OF PETALUMA LIVING WAGE ORDINANCE
PETALUMA MUNICIPAL CODE CHAPTER 8.36
The City of Petaluma Living Wage Ordinance ( "Ordinance "), Petaluma Municipal Code Chapter
8.36, applies to certain service contracts, leases, franchises and other agreements or funding
mechanisms providing financial assistance (referred to hereafter as an "Agreement ") between
the City of Petaluma ( "City ") and /or the Petaluma Community Development Commission
( "PCDC ") and contractors, lessees, franchisees, and /or recipients of City and /or PCDC funding
or financial benefits ( "covered entities "),
Pursuant to Petaluma Municipal Code Section 8.36.120, as part of any bid, application or
proposal for any Agreement subject to the Ordinance, the covered entity shall:
Acknowledge that the covered entity is aware of the Ordinance and intends to comply
with its provisions.
Complete the Report of Charges, Complaints, Citations and/or Findings contained in this
Acknowledgement and Certification by providing infortnation, including the date, subject
matter and manner of resolution, if any, of all wage, hour, collective bargaining,
workplace safety, environmental or consumer protection charges, complaints, citations,
and/or findings of violation of law or regulation by any regulatory agency or court
including but not limited to the California Department of Fair Employment and Housing;
Division of Occupational Safety and Health (OSHA), California Department of Industrial
Relations (Labor Commissioner), Environmental Protection Agency and /or National
Labor Relations Board, which have been filed or presented to the covered entity within
the ten years immediately prior to the bid, proposal, submission or request.
Pursuant to Petaluma Municipal Code Section 8.36,120, before the beginning of the term of any
covered Agreement, or prior to the execution of said Agreement by the City or the PCDC, each
covered entity shall certify that its employees are paid a living wage that is consistent with
Petaluma Municipal Code Chapter 8,36,
By executing this Acknowledgement and Certification, the covered entity (i) acknowledges that
it is aware of the Ordinance and intends to comply.with its provisions, (ii) attests to the accuracy
and completeness of information provided in the Report of Charges, Complaints, Citations
and /or Findings contained herein, (iii) certifies that it pays its covered employees a Living Wage
as defined in Petaluma Municipal Code Chapter 8.36 and (iv) attests that the person executing
this Acknowledgement and Certification is authorized to bind the covered entity as to the matters
covered in this Acknowledgment and Certification.
Resolution No. 2016 -162 N.C.S. Page 20