HomeMy WebLinkAboutCC Resolution 11294 (Background Information & Policy Development)RESOLUTION NO. 11294
RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SAN RAFAEL
AUTHORIZING THE CITY MANAGER TO SIGN A PROFESSIONAL
SERVICES AGREEMENT WITH ROSEN GOLDBERG & DER TO ASSIST
WITH THE PREPARATION OF BACKGROUND INFORMATION AND WITH
POLICY DEVELOPMENT PERTAINING TO THE NOISE ELEMENT IN SAN
RAFAEL GENERAL PLAN 2020 AND RELATED DOCUMENTS. (P00-7)
(COMMENCING ON MAY 19, 2003 AND ENDING ON JUNE 30, 2004)
WHEREAS, the City of San Rafael had contracted with Charles M. Salter Associates for
professional services in connection with development of policies and programs,
and for environmental review of those policies, for General Plan 2020; and,
WHEREAS, Harold Goldberg, formerly with Charles M. Salter Associates, was project
manager for San Rafael's General Plan 2020 Noise Element, and is now partner
in a new noise consulting firm, Rosen Goldberg & Der; and,
WHEREAS, the City wishes to continue receiving the professional services of Harold
Goldberg through the preparation of the Environmental Impact Report for the
General Plan 2020, as he has the experience and expertise to perform such
services; and,
WHEREAS, the City has initiated termination of the agreement with Charles M. Salter
Associates effective May 19, 2003.
NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of San Rafael that it
hereby authorizes the City Manager to sign a Professional Services Agreement
with Rosen Goldberg & Der, commencing May 19, 2003, a copy of which is
attached, to work with City staff to provide services related to the development
and review of draft Noise Element policies and programs in San Rafael General
Plan 2020, in an amount not to exceed $9,520.
I, JEANNE M. LEONCINI, Clerk of the City of San Rafael, hereby certify that the foregoing
resolution was duly and regularly introduced and adopted at a regular meeting of the Council of
said City on the 21 st of April, 2003, by the following vote, to wit:
AYES: COUNCILMEMBERS: Cohen, Heller, Miller, Phillips & Mayor Boro
NOES: COUNCILMEMBERS: None
ABSENT: COUNCILMEMBERS: None
-MARrIE M. LEONCINI, City Clerk
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AGREEMENT WITH ROSEN GOLDBERG & DER TO ASSIST WITH THE
PREPARATION OF BACKGROUND INFORMATION AND WITH POLICY
DEVELOPMENT PERTAINING TO THE NOISE ELEMENT IN SAN RAFAEL
GENERAL PLAN 2020 AND RELATED DOCUMENTS. (P00-7)
(Commencing on May 19, 2003 and ending on June 30, 2004)
This Agreement is made and entered into this 19`' day of May, 2003 by and between
the CITY OF SAN RAFAEL (hereinafter "CITY"), and Rosen Goldberg & Der, a
California corporation (hereinafter "CONTRACTOR").
RECITALS
WHEREAS, the CITY has determined that professional environmental services are
required to assist staff with the preparation of the environmental impact report for the San
Rafael General Plan 2020; and,
WHEREAS, the CONTRACTOR has offered to render certain specialized noise
element professional services in connection with this Project.
AGREEMENT
NOW, THEREFORE, the parties hereby agree as follows:
1. PROJECT COORDINATION.
A. CITY. The City Manager shall be the representative of the CITY for all
purposes under this Agreement. The Community Development Director is hereby
designated the PROJECT MANAGER for the CITY, and said PROJECT MANAGER
shall supervise all aspects of the progress and execution of this Agreement.
B. CONTRACTOR. CONTRACTOR shall assign a single PROJECT
DIRECTOR to have overall responsibility for the progress and execution of this Agreement
for CONTRACTOR. Harold S. Goldberg, P.E., is hereby designated as the PROJECT
DIRECTOR for CONTRACTOR. Should circumstances or conditions subsequent to the
execution of this Agreement require a substitute PROJECT DIRECTOR for any reason, the
CONTRACTOR shall notify the CITY within ten (10) business days of the substitution
2. DUTIES OF CONTRACTOR.
CONTRACTOR shall perform the duties and/or provide services as outlined in
Exhibit "A" attached and incorporated herein.
3. DUTIES OF CITY.
CITY shall pay the compensation as provided in Paragraph 4, and perform the
duties as follows: provide appropriate technical data as needed for background information,
development of general plan policies and completion of the environmental impact report;
oversee coordination between CONTRACTOR and other environmental consultants and
appropriate CITY staff; and, give adequate notice of required public meetings.
4. COMPENSATION.
For the full performance of the services described herein by CONTRACTOR,
CITY shall pay CONTRACTOR as described in Exhibit "A," in a total amount not to
exceed $9,520, attached and incorporated herein. Payment will be made monthly upon
receipt by PROJECT MANAGER of itemized invoices submitted by CONTRACTOR.
5. TERM OF AGREEMENT.
The term of this Agreement shall commence on May 19, 2003 and end on June 30,
2004. Upon mutual agreement of the parties, and subject to the approval of the City
Manager, the term of this Agreement shall be extended for an additional period of three
months.
6. TERMINATION.
A. Discretionary. Either party may terminate this Agreement without cause
upon thirty (30) days written notice mailed or personally delivered to the other party.
B. Cause. Either party may terminate this Agreement for cause upon fifteen
(15) days written notice mailed or personally delivered to the other party, and the notified
party's failure to cure or correct the cause of the termination, to the reasonable satisfaction
of the party giving such notice, within such fifteen (15) day time period.
C. Effect of Termination. Upon receipt of notice of termination, neither party
shall incur additional obligations under any provision of this Agreement without the prior
written consent of the other.
D. Return of Documents. Upon termination, any and all CITY documents or
materials provided to CONTRACTOR and any and all of CONTRACTOR's documents
and materials prepared for or relating to the performance of its duties under this Agreement,
shall be delivered to CITY as soon as possible, but not later than thirty
(30) days after termination.
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7. OWNERSHIP OF DOCUMENTS.
The written documents and materials prepared by the CONTRACTOR in
connection with the performance of its duties under this Agreement, shall be the sole
property of CITY. CITY may use said property for any purpose, including projects not
contemplated by this Agreement.
8. INSPECTION AND AUDIT.
Upon reasonable notice, CONTRACTOR shall make available to CITY, or its
agent, for inspection and audit, all documents and materials maintained by
CONTRACTOR in connection with its performance of its duties under this Agreement.
CONTRACTOR shall fully cooperate with CITY or its agent in any such audit or
inspection.
9. ASSIGNABILITY.
The parties agree that they shall not assign or transfer any interest in this Agreement
nor the performance of any of their respective obligations hereunder, without the prior
written consent of the other party, and any attempt to so assign this Agreement or any
rights, duties or obligations arising hereunder shall be void and of no effect.
10. INSURANCE.
A. During the term of this Agreement, CONTRACTOR shall maintain, at no
expense to CITY, the following insurance policies:
1. A comprehensive general liability insurance policy in the minimum
amount of one million ($1,000,000) dollars per occurrence for death, bodily injury, personal
injury, or property damage;
2. An automobile liability (owned, non -owned, and hired vehicles)
insurance policy in the minimum amount of one million ($1,000,000) dollars per
occurrence;
3. If any licensed professional performs any of the services required to
be performed under this Agreement, a professional liability insurance policy in the
minimum amount of one million ($1,000,000) dollars to cover any claims arising out of the
CONTRACTOR's performance of services under this Agreement.
B. The insurance coverage required of the CONTRACTOR by section 11. A.,
shall also meet the following requirements:
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1. The insurance shall be primary with respect to any insurance or
coverage maintained by CITY and shall not call upon CITY's insurance or coverage for
any contribution;
2. Except for professional liability insurance, the insurance policies
shall be endorsed for contractual liability and personal injury;
3. Except for professional liability insurance, the insurance policies
shall be specifically endorsed to include the CITY, its officers, agents, employees, and
volunteers, as additionally named insureds under the policies.
4. CONTRACTOR shall provide to City's Risk Manager, (a)
Certificates of Insurance evidencing the insurance coverage required herein, and (b) specific
endorsements naming CITY, its officers, agents, employees, and volunteers, as additional
named insureds under the policies.
5. The insurance policies shall provide that the insurance carrier shall
not cancel, terminate or otherwise modify the terms and conditions of said insurance
policies except upon thirty (30) days written notice to City's Risk Manager.
6. If the insurance is written on a Claims Made Form, then, following
termination of this Agreement, said insurance coverage shall survive for a period of not less
than five years;
7. The insurance policies shall provide for a retroactive date of
placement coinciding with the effective date of this Agreement;
8. The insurance shall be approved as to form and sufficiency by
PROJECT MANAGER and the City Attorney.
C. If it employs any person, CONTRACTOR shall maintain worker's
compensation and employer's liability insurance, as required by the State Labor Code and
other applicable laws and regulations, and as necessary to protect both CONTRACTOR
and CITY against all liability for injuries to CONTRACTOR's officers and employees.
D. Any deductibles or self-insured retentions in CONTRACTOR's insurance
policies must be declared to and approved by the City's Risk Manager and the City
Attorney. At CITY's option, the deductibles or self-insured retentions with respect to
CITY shall be reduced or eliminated to CITY's satisfaction, or CONTRACTOR shall
procure a bond guaranteeing payment of losses and related investigations, claims
administration, attorney's fees and defense expenses.
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11. INDEMNIFICATION.
CONTRACTOR shall indemnify, release, defend and hold harmless CITY, its
officers, agents, employees, and volunteers, against any claim, demand, suit, judgment, loss,
liability or expense of any kind, including attorney's fees and administrative costs, to the
extent arising out of or resulting from any acts or omissions, intentional or negligent, of
CONTRACTOR or CONTRACTOR'S officers, agents and employees in the
performance of their duties and obligations under this Agreement.
12. NONDISCRIMINATION.
CONTRACTOR shall not discriminate, in any way, against any person on the
basis of age, sex, race, color, religion, ancestry, national origin or disability in connection
with or related to the performance of its duties and obligations under this Agreement.
13. COMPLIANCE WITH ALL LAWS.
CONTRACTOR shall observe and comply with all applicable federal, state and
local laws, ordinances, codes and regulations, in the performance of its duties and
obligations under this Agreement. CONTRACTOR shall perform all services under this
Agreement in accordance with these laws, ordinances, codes and regulations.
CONTRACTOR shall release, defend, indemnify and hold harmless CITY, its officers,
agents and employees from any and all damages, liabilities, penalties, fines and all other
consequences from any noncompliance or violation of any laws, ordinances, codes or
regulations.
14. NO THIRD PARTY BENEFICIARIES.
CITY and CONTRACTOR do not intend, by any provision of this Agreement, to
create in any third party, any benefit or right owed by one party, under the terms and
conditions of this Agreement, to the other party.
15. NOTICES.
All notices and other communications required or permitted to be given under this
Agreement, including any notice of change of address, shall be in writing and given by
personal delivery, or deposited with the United States Postal Service, postage prepaid,
addressed to the parties intended to be notified. Notice shall be deemed given as of the date
of personal delivery, or if mailed, upon the date of deposit with the United States Postal
Service. Notice shall be given as follows:
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TO CITY: Bob Brown, Community Development Director
Project Manager
City of San Rafael
1400 Fifth Ave. (P.O. Box 151560)
San Rafael, CA 94915-1560
or, as applicable:
Linda Jackson, Principal Planner
Community Development Department
City of San Rafael
1400 Fifth Ave. (P.O. Box 151560)
San Rafael, CA 94915-1560
TO CONTRACTOR: Harold S. Goldberg, P.E.
Rosen Goldberg & Der
1100 Larkspur Landing Circle
Larkspur, CA 94939
16. INDEPENDENT CONTRACTOR.
For the purposes, and for the duration, of this Agreement, CONTRACTOR, its
officers, agents and employees shall act in the capacity of an Independent Contractor, and
not as employees of the CITY. CONTRACTOR and CITY expressly intend and agree
that the status of CONTRACTOR, its officers, agents and employees be that of an
Independent Contractor and not that of an employee of CITY.
17. ENTIRE AGREEMENT -- AMENDMENTS.
A. The terms and conditions of this Agreement, all exhibits attached, and all
documents expressly incorporated by reference, represent the entire Agreement of the
parties with respect to the subject matter of this Agreement.
B. This written Agreement shall supersede any and all prior agreements, oral or
written, regarding the subject matter between the CONTRACTOR and the CITY.
C. No other agreement, promise or statement, written or oral, relating to the
subject matter of this Agreement, shall be valid or binding, except by way of a written
amendment to this Agreement.
D. The terms and conditions of this Agreement shall not be altered or modified
except by a written amendment to this Agreement signed by the CONTRACTOR and the
CITY.
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E. If any conflicts arise between the terms and conditions of this Agreement,
and the terms and conditions of the attached exhibits or the documents expressly
incorporated by reference, the terms and conditions of this Agreement shall control.
18. SET-OFF AGAINST DEBTS.
CONTRACTOR agrees that CITY may deduct from any payment due to
CONTRACTOR under this Agreement, any monies which CONTRACTOR owes CITY
under any ordinance, agreement, contract or resolution for any unpaid taxes, fees, licenses,
assessments, unpaid checks or other amounts.
19. WAIVERS.
The waiver by either party of any breach or violation of any term, covenant or
condition of this Agreement, or of any ordinance, law or regulation, shall not be deemed to
be a waiver of any other term, covenant, condition, ordinance, law or regulation, or of any
subsequent breach or violation of the same or other term, covenant, condition, ordinance,
law or regulation. The subsequent acceptance by either party of any fee, performance, or
other consideration which may become due or owing under this Agreement, shall not be
deemed to be a waiver of any preceding breach or violation by the other party of any term,
condition, covenant of this Agreement or any applicable law, ordinance or regulation.
20. COSTS AND ATTORNEY'S FEES.
The prevailing party in any action brought to enforce the terms and conditions of
this Agreement, or arising out of the performance of this Agreement, may recover its
reasonable costs (including claims administration) and attorney's fees expended in
connection with such action.
21. CITY BUSINESS LICENSE / OTHER TAXES.
CONTRACTOR shall obtain and maintain during the duration of this Agreement,
a CITY business license as required by the San Rafael Municipal Code. CONTRACTOR
shall pay any and all state and federal taxes and any other applicable taxes.
CONTRACTOR's taxpayer identification number is 56-2318760, and CONTRACTOR
certifies under penalty of perjury that said taxpayer identification number is correct.
22. APPLICABLE LAW.
The laws of the State of California shall govern this Agreement.
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the day, month
and year first above written.
CITY OF SAN RAFAEL
ROD GOULD, City Manager
ATTEST:
ANNE M. LEON�INI, City Clerk
APPROVED FORM:
GARY T. :HLIAA.NTI ity Attorney
CONTRACTOR
By: J
Title:
April 17, 2003
Charles M. Salter Associates Inc.
130 Sutter Street, 5" Floor
San Francisco, CA 49104
Re: Termination of Agreement
Dear Mr. Salter:
This letter will advise you that we are terminating the agreement for professional services, dated
January 16, 2001. This termination will become effective on May 19, 2003. We understand that
there are no additional sums owing under this agreement. We have appreciated your services and
professional courtesies provided throughout the term of the agreement.
Should you have any questions or comments, please do not hesitate to contact me at (415) 485-
3096.
Sincerely,
Linda M. Jacks
Principal Planner
Community Development Department
1400 Fifth Avenue, P.O. Box 151560, San Rafael, CA 94915-1560
Phone: (415) 485-3085 • Facsimile:(415) 485-3184
EXHIBIT A
R O S E N RECEIVE[?
GOLDBERG APR - 8 2003
DERConsultants in Acoustics CITY
OF SAN RAFAEL
PLANNING
4 April 2003
Linda Jackson
City of San Rafael
Conununity Development Dept.
1400 Fifth Avenue
P.O. Box 151560
San Rafael, CA 94915-1560
Subject: San Rafael Noise Element — Proposal for Acoustical Consulting Services
Dear Linda,
Thank you for inviting us to prepare this scope of work and budget to provide acoustical
consulting services in support of the City of San Rafel's General Plan update process. As you
know, I was the project manager for the Noise Element project under the original contract
with Charles M. Salter Associates. I am now with Rosen Goldberg & Der, a California
corporation.
A portion of the previous contract's scope (existing conditions and policy development) has
already been completed. The scope of work and budget below represents the remaining tasks
that need to be completed.
SCOPE OF WORK
1. Assist staff in preparation of administrative draft and draft EIR:
a. We will calculate future noise levels based on available traffic volume
information provided by the city.
b. Noise conditions would be summarized in tables of contour distances in 5 dB
decrements to 60 dB for major roadways in the city.
c. We will assist the staff in the development of significance criteria for
compliance with CEQA, as well as identifying any significant impacts and
mitigation measures.
d. We would summarize our findings in a letter/report that could be used as the
basis for the impact and mitigation section.
2. Assist staff in preparation of the Final EIR:
a. We will be available to respond to public comments on the draft EIR.
b. We will be available to attend a public hearing on the draft EIR.
1100 Larkspur Landing Circle • Larkspur CA 94939 • tel: 415 464 0150 fax 415 464 0155
Linda Jackson
4 April 2003
Page 2
BUDGET
Our fees will be billed on an hourly basis at a rate of $140 per hour. Based on our experience
with this type of work we estimate our fees as follows:
Task
Future Nose Conditions
Criteria/Impact/Mitigation Measures
Response to Comments
Public Hearing
Hours
I Rate Fee
18
$140 $ 2,520
30
$140 $ 4,200
16
I $140 $ 2,240
4
I $140 I $ 560
Total $ 9,520
This concludes our proposal. Please let us know when we can be of service. Call if you have
any questions.
Sincerely,
ROSEN GOLDBERG & DER, INC.
Harold. Goldberg P.E.
Principal
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