HomeMy WebLinkAboutCC Resolution 9454 (Smith Ranch Pond Management Plan)RESOLUTION NO. 9 4 5.4
RESOLUTION OF THE SAN RAFAEL CITY COUNCIL
ACCEPTING THE PROPOSAL FROM RESOURCE
MANAGEMENT INTERNATIONAL FOR PREPARATION OF
THE SMITH RANCH ROAD POND MANAGEMENT PLAN
(,formerly Western Ecological Services Company (WESCOi)_
The City Council of the City of San Rafael finds and determines that:
WHEREAS, project condition of approval #94 of ED 94-77, a 171 unit apartment
project known as The Smith Ranch Road Apartments, requires the preparation of a pond
management plan; and
WHEREAS, the firm of Resource Management International, Inc. has submitted a
proposal in the amount of $30,027 for the preparation of the Smith Ranch Pond
Management Plan; and
staff;
WHEREAS, the proposal has been reviewed and recommended for approval by City
NOW, THEREFORE, BE IT RESOLVED, that the San Rafael City Council accepts the
proposal from Resource -Management International Inc. for the subject pond management
plan, a copy of which is attached hereto, marked Exhibit A;, and incorporated herein by
reference.
BE IT FURTHER RESOLVED that the City Manager is authorized to execute, on
behalf of the City of San Rafael, a Professional Services Agreement with Resource
Management International, Inc. for said project.
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 Monday, the 2nd day of October, 1995 by the following vote, to
wit:
AYES: COUNCILMEMBERS: Cohen, Heller, Phillips, Zappetini & Mayor Boro
NOES: COUNCILMEMBERS: None
ABSENT: COUNCILMEMBERS: None
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' , LEONCIl�I,
ORIGINAI
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RMI
RESOURCE MANAGE.NIENT RECEIVED
IN TERN AT I ON A L, I N C.
June 15, 1995
Ms. Chantry L. Bell, Associate Planner
City of San Rafael
1400 Fifth Avenue
San Rafael, CA 94915-1560
JUN 19 1995
Subject: PROPOSAL TO PREPARE THE SMITH RANCH POND MANAGEMENT PLAN
Dear Ms. Bell:
First of all, I want to announce that Western Ecological Services Company, Inc. (WESCO) has been
merged with our parent company, Resource Management International, Inc (RMI). WESCO had
been a wholly owned subsidiary of RMI since 1992. The merger of RMI and WESCO combines
the environmental talents of the two firms and compliments and strengthens our position as a
leading consulting firm providing biological, environmental regulatory, economic, and engineering
capabilities. Our local office and the entire former WESCO staff will remain in San Rafael.
We are pleased to provide you with our proposal to develop a management plan for the Smith
Ranch Pond. The RMI team (WESCO) has been involved in habitat preservation, enhancement,
and habitat management since 1975. We have developed natural resource management and
restoration plans for a broad range of clients including the Transmission Agency of Northern
California, Sonoma County, Solano County Farmlands and Open Space Trust, Sky Valley
Partnership, Citation Homes Central and the City of San Leandro, San Mateo County Parks
Department, and Santa Cruz County Parks Department. For all of these, and other projects, we
have demonstrated our ability to complete the work in a timely manner within budgetary constraints
to the satisfaction of all parties concerned. Several of our wetlands designs have received acclaim
for their ingenuity and practicality. Our designs and plans have received various awards and
commendations, including:
► Outstanding Environmental Document awarded by the Association of Environmental
Professionals for the Pescaderos Creek Park Natural Resources Management Plan.
► Award of Merit from the California Council of Landscape Architects (COLA) for the
Russian River Middle Reach Master Plan.
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Ms. Chantry L. Bell
June 15, 1995
Page 2
► Excellence in Reclamation Award from the California Mining Association for the Teichert
Aggregates Coors/Fong and Muller Revegetation Plan.
► Award of Distinction from the California Coastal Conservancy for the Moran Lake
Resource Enhancement Project.
The following scope of work has been developed in response to the need established in the 1990
Final EIR prepared for the then proposed Oakridge Apartment Development project. A draft outline
of a management plan for the Smith Ranch Road Pond was presented in the EIR as Exhibit "C" of
the document. As formulated in the EIR, the plan is to be designed to restore, protect and maintain
the habitat value of the pond and its associated environs as a freshwater ecosystem. Our scope of
services to assist the City of San Rafael in developing this management plan is based largely on
the draft outline of the plan presented in the Final EIR.
SCOPE OF SERVICES
The issues to be addressed and the outline of the plan will adhere to the recommended draft outline
provided in "Exhibit C' of the Final 1990 EIR for the Oakridge Apartment development. We
recognize that the proposal for the Oakridge project is no longer being considered but rather a new
project is being developed within roughly the same development envelope as that project. The new
project under development is the 171 unit Deer Valley apartment complex. The following activities,
presented as discrete tasks, will direct our involvement in the preparation of the Smith Ranch Pond.
TASK 1: INITIATION MEETINGS
We will participate in two kickoff meetings at the outset of the project. The first meeting will be
held with the City of San Rafael. It is anticipated that a representative from Trammel -Crowe will
also participate in this meeting. This meeting will be used to exchange background information and
materials that would be important in the development of the plan. These would include available
base maps, aerial photographs, and other graphic materials. It is also anticipated that this meeting
will be used to establish communication protocols, management procedures, project schedule, and
formats for report deliverables, etc. At this time the specific requirements of the City would be
established. The meeting will also be used to develop a strategy to guide the coordination with the
Technical Advisory Committee.
The second meeting will be devoted to the Technical Advisory Committee. At this meeting, the
history of the pond management planning process will be summarized and the procedure and
schedule for the development of the plan will be introduced to the committee. It is anticipated that
RMI
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Ms. Chantry L. Bell
June 15, 1995
Page 3
the City will provide us with information on the background and history of the pond management
planning process. The meeting will provide a forum to define and articulate the desired goals and
objectives of the plan. The objective of this activity is to establish a clearly stated, attainable and
reasonable set of restoration, enhancement, and protection goals.
TASK 2: PREPARE SUMMARY REPORT ON MANAGEMENT PLAN CONCEPTS AND GOALS
Based on the results of the meetings with the City, Trammel -Crowe, and the Technical Advisory
Committee, we will develop a summary report on key management plan concepts, desires, goals,
and objectives. The planning concepts would emphasize pond management approaches that would
optimize wildlife habitat value of the pond, minimize human intrusion into the pond ecosystem, and
provide a low maintenance environment. These planning concepts, along with the desired goals and
objectives of the management plan would be summarized to serve as guides for the development
of the plan.
Product
Five copies of a brief summary report (5-10 pages) would be provided to the City.
TASK 3: INVENTORY AND DESCRIBE EXISTING ENVIRONMENTAL CONDITIONS
The activities under this task would focus on the development of the technical database and
information from which to describe existing conditions of the pond, to characterize the existing
function of the pond, and to identify the major pathways of materials into and out of the pond
system. The information on existing conditions characterized in this task would serve as baseline
for the future monitoring studies and activities. Some of this information will be derived from
existing published sources such as EIRs for projects in the vicinity of the pond and from other
environmental studies, including mitigation plans and studies for the Deer Valley Residential
Development. Other data will be collected through limited and focused field surveys, as suggested
and addressed in Exhibit C of the 1990 Final EIR for the Oakridge Apartment Development project.
It is noted that although Exhibit C identifies a number of studies that should be done for the
development of the management plan, some of these studies would be more appropriate during the
implementation phase of the plan. These studies or activities, such as the monitoring of water
quality, water level, annual sedimentation rates, vegetation, wildlife use, and the removal of debris,
would all be conducted during in the years following the initial establishment of the plan. The
specifications and suggested protocols for conducting these studies will be outlined and discussed
RMI
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Ms. Chantry L. Bell
June 15, 1995
Page 4
in the management plan but the actual implementation of such studies are not covered in this scope
of work or budget.
The following data will be collected in the development of the pond management plan:
Data Source
Pond Description:
Field
Pond depth
EIR/Field
Pond size
Aerial Photo
Water quality
Field (visual)/EIR
Pond hydraulics
EIR
Vegetation mapping
EIR/Field
Wildlife inventory
EIR
Wildlife habitat map
EIR/Field
Hydrology:
I.D. optimum water level
Field
Develop a dredging plan
Design
I.D. additional water sources
EIR/City of San Rafael
Water Quality:
Divert urban runoff from pond
EIR
Sedimentation:
Sediment management plan
Design
Aquatic Weed Control:
Confirm Ludwigia tcruguayenis I.D.
Field
Evaluation best removal/control methods
Cal. Boating and Waterways
Habitat Restoration and Protection:
Develop planting plan for buffer zone
and wildlife corridor
Field
Pest and Animal Control:
Mosquito control
Mosquito Abatement
Feral cat/dog control
EIR
Management, Maintenance Responsibility
and Funding Options
EIR/Design
Implementation:
Prioritization
Schedule
HMI
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Ms. Chantry L. Bell
June 15, 1995
Page 5
The dredging plan, sediment management plan, and methods to improve and raise flood board will
not involve engineering -level studies on our part. We will develop conceptual plans and ideas, but
these will not necessarily be suitable for construction drawings, etc. Water level and pond bottom
elevations will be done by boat and stadia rod, as access permits. We will not conduct engineering -
level bathymetric surveys. Water quality testing to establish baseline conditions will be restricted
to dissolved oxygen, temperature, salinity (total dissolved solids and electrical conductivity, pH, and
water clarity using a Secchi Disk. Tests for heavy metals, total suspended solids, and oil and grease
will not be conducted.
There are other activities that are not included in our scope of work or our budget as presented in
this proposal. These studies and data collections could only be conducted during the monitoring
of the management of the pond during the implementation phase of the plan. As mentioned in the
foregoing, however, the protocols and guidelines for conducting these studies and data collection
activities will be addressed and outlined in the management plan. These studies are:
Hydrology:
Monitor water level Monitoring
Maintain desired water level Monitoring
Water Quality:
W.Q. analysis Monitoring
Visual inspection Monitoring
Sedimentation:
Annual survey of bottom elevation Monitoring
Weed Control:
Debris removal Monitoring
Maintain water control structures Monitoring
Vegetation:
Monitor vegetation Monitoring
Monitor wildlife use Monitoring
TASK 4: IDENTIFICATION OF MANAGEMENT OPTIONS
Existing physical and biological conditions of the pond and the adjacent lands that influence the
pond (derived from Task 3) will be used as background on which to develop specific management
EOMI
Ms. Chantry L. Bell
June 15, 1995
Page 6
options. These would be based on the planning and management goals and objectives identified
in the earlier tasks.
Based on these specific goals and objectives, management options to enhance pond water quality,
to control sedimentation, to enhance pond water circulation, to optimize pond water flushing, to
control macrophytes and mosquitos, and to enhance and protect wildlife habitat values would be
identified. Options to allow some passive, relatively non-invasive recreation (i.e., wildlife
observation, etc.) could also be identified. Options to optimize habitat connectivity to surrounding
wildlife habitat would also be presented.
Product
Five copies of a report on existing habitat conditions addressing water quality, sedimentation,
vegetation, wildlife, and existing problems. The report would contain appropriate graphic
presentations and a summary of existing conditions. The report would contain a section outlining
the management options potentially available to enhance water quality, wildlife habitat values, and
aesthetic values.
TASK 5: SELECTION OF MANAGEMENT ALTERNATIVES
The qualitative definition of existing problems of sedimentation, water quality, wildlife habitat value
reduction, and uncertain water availability addressed in the report produced in the above task will
be used to identify and select no more than three management alternatives. We suggest that one
working session with the Technical Advisory Committee be used to assist in the selection of these
alternatives.
In coordination with the Technical Advisory Committee we will identify a preferred management
plan and two variation plans. The criteria used to select the preferred plan and alternatives would
need to be established in cooperation with the City of San Rafael and the Advisory Committee.
Such factors as feasibility, cost, available or anticipated funding, available or anticipated labor, the
nature of implementation responsibility, maintenance requirements, availability of water, legal/
institutional constraints and restrictions, etc., would all be considered in selection of the preferred
management alternative.
RMI
Ms. Chantry L. Bell
June 15, 1995
Page 7
TASK 6: PREPARATION OF PREFERRED MANAGEMENT PLAN AND IMPLEMENTATION
PLAN
We will prepare an administrative draft, draft, and final management plan for the Smith Ranch
Pond. Two meetings are proposed with the Technical Advisory Committee: (1) to discuss the
administrative draft management plan and (2) to review and discuss the draft plan before the
preparation of the final plan. These reports will be formatted according to the following outline:
I. INTRODUCTION
II. ENVIRONMENTAL SETTING
a. Pond Description
b. Physical Characteristics
C. Vegetation and Wildlife
d. Existing Constraints and Management Problems
III. LAND USE AND INSTITUTIONAL SETTING
IV. MANAGEMENT GOALS AND OBJECTIVES
a. Hydrology Objectives
b. Water Quality Objectives
C. Sedimentation Control Objectives
d. Water Control Objectives
e. Monitoring Objectives
f. Vegetation and Wildlife Habitat Objectives
V. PREFERRED POND MANAGEMENT PLAN ALTERNATIVE
VI. MONITORING PLAN
VII. MANAGEMENT, MAINTENANCE RESPONSIBILITY AND FUNDING
OPTIONS
VIII. PLAN IMPLEMENTATION
Product
We will prepare and submit to the City for distribution, ten (10) bound copies of the administrative
draft management plan for review and comment. Up to fifteen (15) bound copies of the draft
RMI
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Ms. Chantry L. Bell
June 15, 1995
Page 8
management plan will be submitted to the City once the first draft has been modified as necessary.
Following any final alterations of the plan, we will submit fifteen (15) bound copies and one
unbound reproducible copy of the final management plan to the City for distribution.
SCHEDULE
We anticipate that the management plan could be developed in approximately four months as
indicated below. The ability of the City to convene the Technical Advisory Committee and the
scheduling of meetings with that group would determine our adherence to this schedule.
Days from Start
Authorization to Proceed
0
Task l: Initiation Meetings
14
Task 2: Prepare Summary Report
30
Task 3: Describe Existing Conditions
30
Task 4: ID Management Options
45
Task 5: Select Management Alternatives
60
Task 6: Prepare Management Plan
- Submittal of Admin. Draft Plan
75
- Comment/Review Period
90
- Submittal of Draft Plan
105
- Comment/Review Period
120
- Submittal of Final Plan
134
ESTIMATED COSTS AND BUDGET
RMI (WESCO) proposes to perform the services described in this proposal for the Smith Ranch
Pond Management Plan on a time -and -materials basis for a total estimated fee of $30,027.
Attachment 1 summarizes our labor costs by task and personnel. Our proposed fee is for the
herein -described services only. Any additional services requested by the City, such as attendance
at additional meetings in excess of the five (5) meetings identified in this proposal, adjustments to
the work scope, or preparation of responses to comments on the administrative draft and draft
management plans requiting efforts in excess of what is budgeted for in Task 6 will be considered
"extra services." These will be billed at rates currently in effect at the time services are performed.
Extra services will not be performed without verbal and/or written authorization from the City.
RMI
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Ms. Chantry L. Bell
June 15, 1995
Page 9
Please note that the labor effort and cost of plan implementation and monitoring are not included
in this proposal. Such efforts and costs would be considered as "extra services" and would be
negotiated after the management plan is completed.
INFORMATION, DATA, AND RESOURCES REQUIRED
To facilitate our preparation of the pond management plan, we request the following data,
information, and resources:
► Pond area base maps - 1:100 to 1:200 scale reproducible topographic base map with 1 -foot
contours.
► Recent aerial photograph of the pond site, 1:100 to 1:200 scale to match topographic map.
If you have any questions or comments about our proposal, or if you require any additional
information, please contact me. We look forward to working with you on this exciting project.
Attachment
RMI
Sincere ,
Booker Holton, Ph.D.
Vice President
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PROFESSIONAL SERVICES AGREEMENT
This Agreement is made and entered into this 2nd day of OCTOBER, 1995,
between the CITY OF SAN RAFAEL (hereinafter referred to as THE CITY) and
RESOURCE MANAGEMENT INTERNATIONAL, INC. (hereinafter called
CONSULTANT).
A. RECITALS:
WHEREAS, the Smith Ranch Pond Management Plan process is
commencing; and
WHEREAS, a Smith Ranch Road Management Plan Technical
Advisory Committee has been established by the Planning
Commission to assist in the review of the Smith Ranch Pond
Management Plan, and
WHEREAS, THE CITY desires to engage the CONSULTANT to
facilitate the meetings of the Smith Ranch Pond Technical Advisory
Committee, prepare the Smith Ranch Pond Management Plan, and
handle overall project management.
WHEREAS, CONSULTANT is expert in performing such services and
has ably assisted the City at times in the past on the Spinnaker Lagoon
Management Plan.
NOW, THEREFORE, it is agreed by and between THE CITY and CONSULTANT
as follows:
B. PROJECT COORDINATION
1. THE CITY. The Planning Director shall be the representative of THE
CITY for all purposes under this Agreement. Chantry Bell 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.
2. CONSULTANT. CONSULTANT shall assign a single PROJECT
DIRECTOR to have overall responsibility for the progress and
execution of this Agreement for CONSULTANT. Booker Holton is
hereby designated as the PROJECT DIRECTOR for CONSULTANT.
Should circumstances or conditions subsequent to the execution of this
Agreement require a substitute PROJECT DIRECTOR for any reason,
the PROJECT DIRECTOR designee shall be subject to the prior written
approval of the PROJECT MANAGER.
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C. DUTIES OF CONSULTANT
1. CONSULTANT shall undertake and complete the services described in
Exhibit A attached hereto.
2. Commencement of Services: Consultant agrees to commence work
immediately after the date of the signing of this contract.
3. Completion of Services: Completion of the tasks described in
Exhibit A, April 30, 1996.
D. DUTIES OF THE CITY:
1. Preparation of agendas, mailings, research on needed topics, and other
tasks as needed to complete the Smith Ranch Pond Management Plan
in a timely fashion.
2. Such information as is generally available from City files applicable to
the project.
3. Assistance, if necessary, in obtaining information from other
governmental agencies or private parties.
E. COMPENSATION
In consideration of CONSULTANT'S Agreement to perform well and
sufficiently and in a skillful and professional manner the services
contemplated herein, THE CITY agrees to pay CONSULTANT an amount not to
exceed $30,027.00, based upon the hours of service rendered at the hourly rates
specified on Exhibit A attached hereto. Payment will be made monthly upon
receipt by PROJECT MANAGER (or other CITY official) of itemized invoices
submitted by CONSULTANT.
F. TERM OF AGREEMENT
The term of this Agreement shall be for six months commencing on the date
of the signing of this Agreement. Upon mutual agreement of the parties, and
subject to the approval of the City Council, the term of this agreement shall be
extended for an additional period of two months.
G. TERMINATION:
1. Discretionary. Either party may terminate this Agreement without
cause upon thirty (30) days written notice mailed or personally delivered to
the other party.
2
2. Cause. Either party may terminate this Agreement for cause upon
ten (10) 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
notice, to the reasonable satisfaction of the party giving such notice, within
thirty (30) days of the receipt of said notice.
3. 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.
4. Return of Documents. Upon termination, any and all of THE CITY's
documents or materials provided to CONSULTANT and any and all of
CONSULTANT's documents and materials prepared for or relating to the
performance of its duties under this Agreement, shall be delivered to THE
CITY as soon as possible, but not later than thirty (30) days after termination.
H. OWNERSHIP OF DOCUMENTS:
All documents, originals, and correspondence developed by the
CONSULTANT that directly relate to the project shall become the property of
THE CITY and shall be delivered to THE CITY. THE CITY may use said
property for any purpose, including projects not contemplated by this
Agreement.
I. 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 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.
J. INSURANCE:
During the term of this Agreement, CONSULTANT shall maintain, at
no expense to THE CITY, insurance as described below:
(a) General Liabilitv Insurance: Comprehensive General Liability
insurance in an amount no less than $1,000,000 per occurrence for
death, bodily injury, personal injury, or property damage;
(b) Automobile Liabilitv Insurance: An automobile liability (owned,
non -owned and hired vehicles) insurance policy in the minimum
amount of $1,000,000 per occurrence.
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2. The insurance coverage required of the CONSULTANT shall also meet
the following requirements:
(a) The insurance shall be primary with respect to any insurance or
coverage maintained by THE CITY and shall not call upon THE CITY'S
insurance or coverage for any contribution;
(b) The insurance policies shall be endorsed for contractual liability
and personal injury.
(c) The insurance policies shall be specifically endorsed to include THE
CITY, its officers, agents and employees as additionally named insured
under the policies.
(d) CONSULTANT shall provide to PROJECT MANAGER Certificates
of Insurance evidencing the insurance coverage required herein, and
specific endorsements naming THE CITY, its officers, agents and
employees, as additional insured under the policies.
(e) 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
THE CITY'S PROJECT MANAGER.
(f) 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;
(g) The insurance policies shall provide for a retroactive date of
placement coinciding with the effective date of this Agreement.
3. If it employs any person CONSULTANT 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 CONSULTANT and THE CITY against all
liability for injuries to CONSULTANT'S officers and employees.
4. Any deductibles or self-insured retentions in CONSULTANT'S
insurance policies must be declared to and approved by the PROJECT
MANAGER. At THE CITY'S option, the deductibles or self-insured
retentions with respect to City shall be reduced or eliminated to THE
CITY'S satisfaction, or CONSULTANT shall procure a bond
guaranteeing payment of losses and related investigations, claims
administration, attorney's fees and defense expenses.
4
K. INDEMNIFICATION
CONSULTANT shall indemnify, release, defend and hold harmless THE
CITY and its employees, against any claim, demand, suit, judgment, loss,
liability or expense of any kind, including attorney's fees, arising out of or
resulting in any way, in whole or in part, from any acts or omissions,
intentional or negligent, of CONSULTANT, OR CONSULTANT'S
employees in the performance their duties and obligations under this
Agreement.
L. NONDISCRIMINATION
CONSULTANT 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.
M. COMPLIANCE WITH ALL LAWS
CONSULTANT 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. CONSULTANT shall perform
all services under this Agreement in accordance with these laws, ordinances,
codes and regulations.
N. NO THIRD PARTY BENEFICIARIES
THE CITY and CONSULTANT 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.
O. NOTICES OF DESIGNATED REPRESENTATIVES:
Any and all notices, demands, invoices and written communications between
the parties hereto shall be addressed as set forth in this paragraph 9. The
below named individuals, furthermore, shall be those persons primarily
responsible for the performance by the parties under this Agreement:
THE CITY: Chantry Bell, City of San Rafael Planning Department,
PO Box 151560, San Rafael, CA 94915-1560,415-485-3085
CONSULTANT: Booker Holton, Vice President, Resource Management
International, Inc., 4340 Redwood Highway, Building B, San Rafael, CA
94903
R
Any such notices, demands, invoices and written communications, by mail,
shall be deemed to have been received by the addressee 48 hours after deposit
thereof in the United States mail, postage prepaid and property addressed as
set forth above.
P. INDEPENDENT CONTRACTOR:
For the purposes, and for the duration of this Agreement, CONSULTANT, its
officers, agents and employees shall act in the capacity of an Independent
Contractor, and not as employees of THE CITY. CONSULTANT and THE CITY
expressly intend and agree that the status of CONSULTANT, its officers,
agents and employees be that of an independent contractor and not that of an
employee of THE CITY.
Q. ENTIRE AGREEMENT:
This Agreement supercedes any and all other agreements, either oral or in
writing, between the parties with respect to the subject matter herein. Each
party to this Agreement acknowledges that no representation by any party
which is not embodied herein nor any other agreement, statement, or
promise not contained in this Agreement shall be valid and binding. Any
modification of this Agreement shall be effective only if it is in writing, and
signed by all parties.
If any conflicts arise between the terms and conditions of this Agreement, and
the terms and conditions of attached exhibits or the documents expressly
incorporated by reference, the terms and conditions of this Agreement shall
control.
R. 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 adminis-
tration) and attorney's fees expended in connection with such action.
S. CITY BUSINESS LICENSE/OTHER TAXES.
CONSULTANT shall obtain and maintain during the duration of this
Agreement, a City business license as required by the San Rafael Municipal
Code. CONSULTANT shall pay any and all state and federal taxes and other
applicable taxes. CONSULTANT'S taxpayer identification number is
94-3116-998 and CONSULTANT certifies under penalty of perjury that said
taxpayer identification number is correct.
C
T. GOVERNING LAW:
The laws of the State of California shall govern this Agreement.
U. INSPECTION AND AUDIT:
Upon reasonable notice, CONSULTANT shall make available to THE CITY,
or its agent, for inspection and audit, all documents and materials maintained
by CONSULTANT in connection with its performance of its duties under this
Agreement. CONSULTANT shall fully cooperate with THE CITY or its agent
in any such audit or inspection.
V. SET-OFF AGAINST DEBTS:
CONSULTANT agrees that THE CITY may deduct from any payment due to
CONSULTANT under this Agreement, any monies which CONSULTANT
owes THE CITY under any ordinance, agreement, contract or resolution for
any unpaid taxes, fees, licenses, assessments, unpaid checks or other amounts.
W. WAIVERS:
The Waiver by either party of any breach or violation of any term, covenant
or condition of this Agreement, or any 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.
X. ALTERATIONS:
This Agreement may be modified, as necessary, for the successful and timely
completion of the services to be provided. Any alteration shall be expressed
in writing, as an amendment to this Agreement and shall be approved by
both parties.
6
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the day and year first set forth above:
CONS
By
Name �
Title 0a r S1
CITY OF SAN RAFAEL
C / L,
Acti�y6 ty Manager
ATTEST:
APPROVED AS TO FORM
`City Attorft�