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PW SMART CPUC Application Engineering Consulting ServicesAGREEMENT FOR PROFESSIONAL SERVICES FOR ENGINEERING CONSULTING SERVICES This Agreement is made and entered into this day of HAR 64 1206 , by and between the CITY OF SAN RAFAEL (hereinafter "CITY"), and NADER MANSOURIAN, an individual (hereinafter "CONSULTANT"). RECITALS WHEREAS, CONSULTANT is an experienced engineer and former Public Works Director for CITY; and WHEREAS, through his past work with CITY, CONSULTANT has extensive background and understanding of the Sonoma Marin Area Rail Transit ("SMART") passenger train service that will soon be serving the Counties of Sonoma and Marin, including stations in CITY; and WHEREAS, CITY has been required to undertake numerous public works projects to enable the SMART train to operate as designed within CITY's jurisdiction, including planning for an at -grade rail crossing at Anderson Drive; and WHEREAS, CITY has an immediate need for consulting services in connection with CITY's upcoming application to the California Public Utilities Commission ("CPUC") for approval of CITY's design for the at -grade rail crossing at Anderson Drive; and WHEREAS, CONSULTANT has the knowledge and skills necessary to provide the consulting services needed by CITY; AGREEMENT NOW, THEREFORE, the parties hereby agree as follows: 1. PROJECT COORDINATION. A. CITY'S Project Manager. The City Manager 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. CONSULTANT'S Project Director. CONSULTANT shall assign a single PROJECT DIRECTOR to have overall responsibility for the progress and execution of this Agreement for CONSULTANT. Nader Mansourian is hereby designated as the PROJECT DIRECTOR for CONSULTANT. Should circumstances or conditions subsequent to the execution Rev. Date: 1 30 14 of this Agreement require a substitute PROJECT DIRECTOR, for any reason, the CONSULTANT shall notify the CITY within ten (10) business days of the substitution. 2. DUTIES OF CONSULTANT. CONSULTANT shall perform the duties and/or provide services as follows: CONSULTANT shall review CITY files and other documents and information, and do such other preparation as is necessary for presenting CITY's Anderson Drive at -grade crossing proposal to CPUC staff on Friday March 11, 2016, and/or on such other date or dates as may be required for that purpose. In addition, CONSULTANT shall provide such other consulting services in connection with the CITY's SMART -related public works projects as may be requested from time - to -time by the Project Manager during the term of this Agreement and accepted by CONSULTANT. DUTIES OF CITY. CITY shall pay the compensation as provided in Paragraph 4, and provide CONSULTANT with staff assistance and access to all CITY files and information necessary for CONSULTANT to perform the services required under this Agreement. 4. COMPENSATION. For the full performance of the services described herein by CONSULTANT, CITY shall pay CONSULTANT at the rate of $150 per hour, plus necessary out-of-pocket expenses for which CONSULTANT submits substantiating documentation, in a total amount not to exceed Ten Thousand Dollars ($10,000). Payment will be made monthly upon receipt by PROJECT MANAGER of itemized invoices submitted by CONSULTANT. TERM OF AGREEMENT. The term of this Agreement shall be for six (6) months commencing on March 7, 2016 and ending on September 6, 2016. Upon mutual agreement of the parties, the Project Manager may extend the term of this Agreement for an additional period of up to six (6) 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. Rev. date: 1130114 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 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 CITY as soon as possible, but not later than thirty (30) days after termination. 7. OWNERSHIP OF DOCUMENTS. The written documents and materials prepared by the CONSULTANT 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, CONSULTANT shall make available to 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 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. Scope of Coverage. During the term of this Agreement, CONSULTANT shall maintain, at no expense to CITY, an automobile liability (owned, non -owned, and hired vehicles) insurance policy in the minimum amount of one million dollars ($1,000,000) dollars per occurrence. B. CONSULTANT hereby acknowledges that he does not employ any person to perform the services provided under this Agreement. If at any point during the term of this Agreement, CONSULTANT does so employ 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 CITY against all liability for injuries to CONSULTANT's officers and employees. CONSULTANT'S worker's compensation insurance shall be specifically endorsed to waive any right of subrogation against CITY. C. Proof of Insurance. CONSULTANT shall provide to the PROJECT MANAGER or CITY's City Attorney Certificates of Insurance evidencing the insurance coverage required in Rev. date: 1 30 14 this Agreement. CITY reserves the right to obtain a full certified copy of any insurance policy and endorsements from CONSULTANT. Failure to exercise this right shall not constitute a waiver of the right to exercise it later. The insurance shall be approved as to form and sufficiency by PROJECT MANAGER and the City Attorney. 11. INDEMNIFICATION. As partial consideration for CONSULTANT's services under this Agreement, CITY shall, for all services provided by CONSULTANT pursuant to this Agreement, defend and indemnify CONSULTANT in the manner and to the extent provided for defense and indemnification of public employees by a public employer pursuant to Government Code sections 825 -.825, and 995-996.6. This term shall survive the expiration of this Agreement. 12. 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. 13. 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. CONSULTANT 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 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. 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: Rev. date: 1130114 4 TO CITY's Project Manager: TO CONSULTANT's Project Director: 16. INDEPENDENT CONTRACTOR. Jim Schutz, City Manager City of San Rafael 1400 Fifth Avenue P.O. Box 151560 San Rafael, CA 94915-1560 Nader Mansourian 537 Montecillo Road San Rafael, CA 94903 For the purposes, and for the duration, of this Agreement, and notwithstanding any other provision of this Agreement, CONSULTANT shall act in the capacity of an Independent Contractor, and not as employees of the CITY. CONSULTANT and CITY expressly intend and agree that the status of CONSULTANT shall 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 CONSULTANT 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 CONSULTANT 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. CONSULTANT agrees that CITY may deduct from any payment due to CONSULTANT under this Agreement, any monies which CONSULTANT owes CITY under any ordinance, agreement, contract or resolution for any unpaid taxes, fees, licenses, assessments, unpaid checks or other amounts. Rev. date: 1 30 14 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. 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 any other applicable taxes. CITY shall not be required to pay for any work performed under this Agreement, until CONSULTANT has provided CITY with a completed Internal Revenue Service Form W-9 (Request for Taxpayer Identification Number and Certification). This requirement may be waived in writing by the Project Manager. 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 1 � F JIM S HUTZ, City. M ager Rev. date: 1/30/14 CONSULTANT NADER MANSOURIAN ATTEST: ESTHER C. BEIRNE, City Clerk APPROVED AS TO FORM: ROBERT F. EPSTE , City Aflomey Rev. date: 1/30114 Auto Insurance Declaration Page Policy Number: 19466-39-93 Effective: 12/10/2015 12:01 AM Expiration: 6/10/2016 12:01 AM Named Insured(s): Nader Mansourian 537 Montecillo Rd San Rafael, CA 94903-3222 Underwritten By: Farmers Insurance Exchange 6301 OWenSMOLlth Ave. Woodland Hills, CA 91367 Household Drivers Name Nader Mansourian Vehicle Information Veh. # YearlMake/Model/VIN 1 2007 Mercedes Benz M Class 4D 4X4 N11500 4JGBB75E07A.232808 2 2007 Bmw 75014D 2Wd WBAHL83537DT09557 Coverage Information Driver Status Covered Limits Coverage (applicable to all vehicles) _ Bodily Injury Liability $500,000 each person $1,000,000 each accident Property Damage Liability $100,000 each accident Medical Covprage $5.000 each person Uninsured Motorst Bodily $5{)0,000 each person Injury $1,000,000 each accident Comprehensive Collision Additional Equipment Uninsured Motorist Property See Endorsement CA050, Damage With Collision coverage C-2 t:% FARMERS INSURANCE Premiums/Fees Policy Premium $1,024.10 Fees (*also see Information on Additional $1.76 Fees below) W' Policy Premium and Fees $1,025.86 This is not a bill. Your bill with the arnount due will be mailed separately Name Driver Status Roya Nadji Covered Coverage Deductible Limit Comprehensive: $500 Collision: $500 Additional Equipment: $1,000 Comprehensive: $500 Collision: $500 Additional Equipment: $1,000 farmers.com Policy No. 19466-39-93 Questions? ;:all your agent Ryan Reyes at (4 15) t 830.991 1 or email neyes I @farmersagent.com Premiums by Vehicle Vehicle 1 Vehicle 2 $139.30 $122.90 Included Included $15.70 $14.90 $42.30 $43.30 $37.60 $64.00 $146.00 $230.00 Included Included $2.90 $3.00 Manage your account: Go to www.farmers.com to access your account any time! n- 1 ,.f 0 PROFESSIONAL SERVICES AGREEMENT/CONTRACT COMPLETION CHECKLIST AND ROUTING SLIP Below is the process for getting your professional services agreements/contracts finalized and executed. Please attach this "Completion Checklist and Routing Slip" to the front of your contract as you circulate it for review and signatures. Please use this form for all professional services agreements/contracts (not just those requiring City Council approval). This process should occur in the order presented below. Step Responsible Description Completion Department Date 1 City Attorney Review, revise, and comment on draft agreement. 3/y�16 2 Contracting Department Forward final agreement to contractor for their signature. Obtain at least two signed originals from contractor. 3 Contracting Department Agendize contractor -signed agreement for Council approval, if Council approval necessary (as defined by City Attorney/City l !� Ordinance*). 4 City Attorney Review and approve form of agreement; Q� , bonds, and insurance certificates and endorsements.�7 10 5 City Manager / Mayor / or Agreement executed by Council authorized Department Head official. 6 City Clerk City Clerk attests signatures, retains original agreement and forwards copies to the contracting department. To be completed by Contracting Department: Project Manager: Jim Schutz Project Name: SMART -CPUC application meeting re Anderson Drive at -grade crossing. Agendized for City Council Meeting of (if necessary): N/A_ FPPC: ❑ , check if required If you have questions on this process, please contact the City Attorney's Office at 485-3080. * Council approval is required if contract is over $20,000 on a cumulative basis.