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HomeMy WebLinkAboutCC Resolution 12242 (Dredge Canal Inner & Outer Channels)RESOLUTION NO. 12242 RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SAN RAFAEL AUTHORIZING A PROFESSIONAL SERVICES AGREEMENT WITH ALCALDE & FAY TO SECURE FEDERAL FUNDS TO DREDGE THE INNER AND OUTER CHANNELS OF THE SAN RAFAEL CANAL (FOR EIGHT MONTHS, COMMENCING ON MAY 1, 2007 AND ENDING ON DECEMBER 31,2007; UPON MUTUAL AGREEMENT AND APPROVAL OF CITY MANAGER, TERM MAY BE EXTENDED FOR AN ADDITIONAL PERIOD OF ONE YEAR) BE IT RESOLVED by the Council of the City of San Rafael as follows: WHEREAS, San Rafael is seeking federal funds for the Army Corps of Engineers to dredge the Inner and Outer Channels of the San Rafael Canal; and WHEREAS, the House and Senate Energy and Water Committees have appropriated funds for past dredging projects and will consider San Rafael's $4,350,000 request for the current dredging project; and WHEREAS, City staff have submitted applications for funding to Senator Boxer, Senator Feinstein, and Representative Woolsey; and WHEREAS, San Rafael's chances for securing federal funds will be significantly enhanced by securing the legislative advocacy services of Alcalde & Fay, a government and public affairs consulting firm, which successfully assisted San Rafael in securing funds for the most recent dredging project in 2003. NOW, THEREFORE, BE IT RESOLVED by the Council of the City of San Rafael that the City Manager is authorized to execute, on behalf of the City of San Rafael, a professional services agreement with Alcalde & Fay, a Virginia Corporation, a copy of which is hereby attached and by this reference made a part hereof. 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 City Council of said City held on Monday, the 7 1 day of May, 2007 by the following vote, to wit: AYES: COUNCILMEMBERS: Cohen, Heller, Miller and Mayor Boro NOES: COUNCILMEMBERS: None ABSENT: COUNCILMEMBERS: Phillips JENE MLEON �Ci' lerk File No.: 04.01.15 AGREEMENT FOR GOVERNMENT AND PUBLIC AFFAIRS CONSULTANT SERVICES TO SECURE FEDERAL FUNDS TO DREDGE THE INNER AND OUTER CHANNELS OF THE SAN RAFAEL CANAL This Agreement is made and entered into this 7t' day of May, 2007, by and between the CITY OF SAN RAFAEL (hereinafter "CITY"), and Alcalde & Fay, a Virginia corporation (hereinafter "CONTRACTOR"). RECITALS WHEREAS, CITY is seeking federal funds for the Army Corps of Engineers to dredge the Inner and Outer Channels of the San Rafael Canal; and WHEREAS, the House and Senate Energy and Water Committees have appropriated funds for past dredging projects and will consider CITY'S $4,350,000 request for the current dredging project; and WHEREAS, CITY staff have submitted applications for funding to Senator Boxer, Senator Feinstein, and Representative Woolsey; and WHEREAS, CITY's chances for securing federal funds will be significantly enhanced by securing the legislative advocacy services of CONTRACTOR, which successfully assisted CITY in securing funds for the most recent dredging project in 2003. I:T- uI�M� 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 Public Works 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 Paul Schlesinger of Alcalde & Fay 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 described in Exhibit 7 "A", attached hereto and incorporated herein. DUTIES OF CITY. CITY shall pay the compensation as provided in Paragraph 4, and perform the duties as described in Exhibit "A", attached hereto and incorporated herein. 4. COMPENSATION. For the full performance of the services described herein by CONTRACTOR, CITY shall pay CONTRACTOR $5,000 per month, and reimburse CONTRACTOR for the actual cost of necessary expenses, including but not limited to long-distance telephone calls, faxes, messenger services, postage and express mail, and cabs, in an amount not to exceed $100 per month. Compensation for any travel outside the Washington, D.C. metropolitan area will require the advance approval of the City Manager. 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 be for eight (8) months commencing on May 1, 2007 and ending on December 31, 2007. Upon mutual agreement of the parties, and subject to the approval of the City Manager, the term of this Agreement may be extended for an additional period of one (1) year, upon the same terms and conditions as provided herein. 9.1000-1WRITUHINN "s 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. 2 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: 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. 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, arising out of or resulting in any way, in whole or in part, 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: TO CITY: Andrew J. Preston, Director of Public Works Project Manager City of San Rafael 1400 Fifth Ave. (P.O. Box 151560) San Rafael, CA 944915-1560 TO CONTRACTOR: Paul Schlesinger Project Director Alcalde & Fay 211 Wilson Boulevard, 8h Floor Arlington, VA 22201 16. INDEPENDENT CONTRACTOR. For the purposes, and for the duration, of this Agreement, CONTRACTOR, its officers, 5 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. 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 is deemed exempt from the business license requirements in Chapter 10.04 of the San Rafael Municipal Code because its duties will be performed almost exclusively in the Washington, D.C. area and outside the City of San Rafael. CONTRACTOR shall pay any and all state and federal taxes and any other applicable taxes on the payments made by CITY to it. CITY shall not be required to pay for any work performed under this Agreement, until CONTRACTOR has provided CITY with a completed Internal Revenue Service Form W-9 (Request for Taxpayer Identification Number and Certification). 22. APPLICABLE LAW. The laws of the State of California shall govern this Agreement. IN WITNESS WHEREOF, the parties have executed this Agreement as of the day, month and year first above written. CITY OF SAN RAFAEL KEN NORDI TOFF, City Manager ATTEST: JEANNE M. LEONCINI, City Clerk APPROVED AS TO FORM: GARY T. RAGGHIANTI, City Attorney CONTRACTOR'. (4kG A 4— * V:" • By: Name: P4v \ S ��•\'oS v�t = Title: l,r 4r as r ALCALDE & FAY EXHIBIT "A" GOVERNMENT K PUBLIC AFFAIRS CONSULTANTS March 27, 2007 Mr. Richard Landis Public Works Administrative Supervisor 111 Morphew Street P.O. Box 151560 San Rafael, CA 94915-1560 Dear Mr. Landis, Per our discussions, the purpose of this letter is to set out a very general Scope of Services for work that Alcalde & Fay might provide relative to the City's need for maintenance dredging of the San Rafael Canal. As you know, we assisted the City in securing $1.8 million for this project in FY '02, the first year in which we were asked to undertake this task, despite the fact that no funding for it was included in the President's budget submission. We have already expressed to you our concern the difficulty we foresee in replicating that achievement this year•, a concern that is based on projections for a difficult federal budget season in general and for the Corps specifically, and also because of the late start we would be getting in working on this project and the fact that the Corps had not expressed any capability to conduct the work in FY '08 (let alone the Administration's failure to include it in its budget request). We do believe that based on questioning informally directed to the Corps, they are now aware of the City's interest in moving this project forward and are working at expressing a capability for FY '08. While this is essential if Congress is to make funding available, we remain concerned that maintenance dredging of the San Rafael Canal will remain a very low Corps priority. To help the City accomplish its objective, we have informed City staff of various congressional deadlines and worked with them to edit various submissions to our Congressional delegation. All necessary paperwork has been provided to our Senators and Congresswoman and, indeed, the Mayor has discussed the matter with their offices. We would now endeavor to follow up with the pertinent staff of our delegation offices to respond to any questions they may have about the project and to highlight its importance to their constituents. In coming weeks, we would also work to bring the project to the attention of Members and staff of the House and Senate Appropriations Subcommittees on Energy and Water Development; again answering any questions they may have and to emphasize 2111 WILSou Bolr L1:%ARD 817111 FLOUR ARLINGTON. VA 22201 Pio (701 941 it E,,G FAe (7011 141 'R74 its importance as a public safety matter, a project of some substantial import to our regional economy, and one of great interest to our recreational community. Of course, we would continue to work with the Army Corps at the headquarters and district (and perhaps division) levels, and with key delegation and committee staff throughout the coming year. For these services, we would suggest a monthly retainer of $5,000, plus reimbursement of the actual cost of necessary expenses, including (but not limited to) long-distance telephone calls, faxes, messenger services, postage and express mail, and cabs. It is unlikely that such expenses would exceed an average of $75/month. Any travel outside of the Washington, D.C. metropolitan area would be additional and would be undertaken only with the approval of a responsible City official. We would be pleased to discuss any aspect of this Scope of Services, or the project itself, at your convenience. On behalf of everybody here at Alcalde & Fay, let me say how honored we would be to have the City of San Rafael's confidence in being selected to work with you on this project which we know is of such critical importance. Sincerely, Paul Schlesinger