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CM Transit Center Advisory ServicesAGREEA ENT FOR PROFESSIONAL SERVICES FOR ADVISOR' SERVICES FOR PROJECTS RELATED TO THE SAM RAIFAEL TRANSIT CENTER RELOCATION This Agreement is made and entered into this3X,9 day of .1EceNA&9 2016, by and between the CITY OF SAN RAFAEL (hereinafter "CITEY"), and Steven Kinsey (hereinafter "CONTRACTOR"). RECITALS WHEREAS, the CITY desires expert services to Provide strategic planning related to interim and long-term com murily development in the vicinity of the San Rafael Transit Center, including the multi -use pathway extending from Mission Avenue to Anderson Drive; and WHEREAS, CONTRACTOR has the skills and experience to provide such seivices; AGRIEEI ENT NOW, THEREFORE, the parties hereby agree as follows: 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. CONTRACTOR'S Project Director. CONTRACTOR shall assign a single PROJECT DIRECTOR to have overall responsibility for the progress and execution of this Agreement for CONTRACTOR. Steven Kinsey 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 ONTRACTOR CONTRACTOR shall perform the duties and/or provide services as described in Exhibit "1" attached and incorporated herein. In addition, during the term of flus Agreement, CONTRACTOR shall provide written notice to CITY in the event that CONTRACTOR agrees to perform services for another party where those services are, or have the potential to be, in conflict `with CONTRACTOR's wort: pursuant to this Agreement. 3. DUTIES OF CITY. CITY shall pay the compensation as provided in Paragraph 4, and perform the duties as described in Exhibit "I" attached and incorporated herein. 4. COMPENSATION. For the full performance of the services described herein by CONTRACTOR, CITY shall pay CONTRACTOR on an hourly basis for work performed, at a rate of $175 per hour, provided, however, that the total compensation payable for services pursuant to flus Agreement shall not exceed $50,000. 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 one (1) year(s) commencing on January 3, 2017 and ending on January 2, 2018. Upon mutual agreement of the parties, and subject to the approval of the City Manager the tern of this Agreement may be extended for an additional period of rip to one (1) year(s). 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 tennination, to the reasonable satisfaction of the party giving such notice, within such fifteen (15) day time period. C. Effect of Tenadmitaonn. 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 CON)<'RACTOR'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 ternination. OWNERSHIP OF DOCUMENTS. The written documents and materials prepared by the CONTRACTOR in comiection 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. INSPECTION AND AUDIT. Upon reasonable notice, CONTRACTOR shall male available to CITY, or its agent, for inspection and audit, all documents and materials maintained by CONTRACTOR in connection izith its performance of its duties under this Agreement. CONTRACTOR shall frilly 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 peifonriance of any of their respective obligations hereunder, i ithout 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 Cove.-at8e. During the tern of this Agreement, CONTRACTOR shall maintain, at no expense to GTT', the following insurance policies: 1. An automobile liability (owned, non-ovuied; and hjred vehicles) insurance policy in the minimum arnount of five hundred thousand dollars ($500,000) dollars per occurrence, N ith an un-ibrella automobile liability policy of one million dollars ($1,000,000). 2. 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. CONTRACTOR'S worker's compensation insurance shall be specifically endorsed to waive any right of subrogation against CITY. 3. It shall be a requirement under this Agreement that any available insurance proceeds broader than or in excess of the specified ininimuun insurance coverage requirements and/or Ili -nits shall be available to CITY or any other additional insured party. Furthermore, the requirements for coverage and limits shall be: (1) the iniiumum coverage and limits specified in this Agreement, or (2) the broader coverage and maxiinum limits of coverage of any insurance policy or proceeds available to the named insured; whichever is greater. B. Dedve- llbles and SIR's. Any deductibles or self-insured retentions in CONTRA CTOR's insurance ce policies must be declared to and approved by the PROJECT MANAGER and City Attorney, and shall not reduce the limits of liabili-iy. Policies contaiiung any self-insured retention (SIR) provision shall provide or be endorsed to provide that the SIR may be satisfied by either the named insured or CITY or other additional insured party. At OITY'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 mvestigations, claims achniiistration, attorney's fees and defense expenses. C. Pn•ooff of InnsuR-annce. CONTRACTOR shall provide to the PROJECT MANAGER or CITY'S City Attorney all of the following: (1) Certificates of Insurance evidencing the insurance coverage required in this Agreement; (2) a copy of the policy declaration page and/or endorsement page listing all policy endorsements for the commercial general liability policy, and (3) excerpts of policy language or specific endorsements evidencing the other insurance requirements set forth in this Agreement. CITE' resen7es the right to obtain a full certified copy of any insurance policy and endorsements from CONTRACTOR. Failure to exercise this right shall not constitute a waiver of the light to exercise it later. The insurance shall be approved as to form and sufficiency by PROJECT MANAGER and the City Attorney. 11. INDEMNIFICATION. A. Except as otherwise provided in Paragraph B., CONTRACTOR shall, to the fullest extent permitted by law, indelrinify, release, defend with counsel approved by CITY, and hold harlmless CITY, its officers, agents, employees and volunteers (collectively, the "City Indem- nitees"), from and against any claim, demand, suit, judgment, loss, liability or expense of any kind, including but not limited to attomey's fees, expert fees and all other costs and fees of litigation, (collectively "CLAIMS"), arising out of CONTRACTOR'S performance of its obligations or conduct of its operations under this Agreement. The CONTRACT OR's obligations apply regardless of «nether or not a liability is caused or contributed to by the active or passive negligence of the City Indemnitees. However, to the extent that liability is caused by the active negligence or willful misconduct of the City Indeninitees, the COI\TI'RACI'OR's indemnification obligation shall be reduced in proportion to the City Indemnitees' share of liability for the active negligence or willful misconduct. In addition, the acceptance or approval of the CON'IRACI'OR's work or work product by the CITY or any of its directors, officers or employees shall not relieve or reduce the COl\TI'RACI'OR's indenulification obligations. In the event the City Indernnitees are made a party to any action, lawsuit, or other adversarial proceeding arising from CONTRACTOR'S performance of or operations under this Agreement, CONTPRACTt'OR shall provide a defense to the City Indennnitees or at CITY'S option reimburse the City Indennnnitees their costs of defense, including reasonable attorleys' fees, incurred in defense of such claims. B. 'Where the services to be provided by CONTRAC'T'OR under this Agreement are design professional services to be performed by a design professional as that terns is defined under Civil Code Section 2782.8, CON, TRACTOR shall, to the fullest extent permitted by laiv, indemnify, release, defend and hold harmless the City Indemnitees from and against any CLAIMS that arise out of pertain to; or relate to the negligence, recklessness, or willful misconduct of COINTRAM CTOR in the performance of its duties and obligations older this Agreement or its failure to comply with any of its obligations contained in this Agreement, except such CLAIM which is caused by the sole negligence or willful. misconduct of CIT, -V. C. The defense and indemnification obligations of this Agreement are undertaken in addition to, and shall not in any way be limited by, the insurance obligations contained in this Agreement, and shall survive the termination or completion of this Agreement for the full period of time allowed by laws. 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 inn connection iidth or related to the performance of its duties and obligations wider this Agreement. 13. COMPLIANCE WIITi ALL LAWS. CONTRACTOR shall obsenJe and comply with all applicable federal, state and local laws, ordinances, codes and regulations; in the performance of its duties and obligations wider this Agreement. CONTRACTOR shall perform all services wider this Agreement in accordance «6th these laws, ordinances, codes and regulations. CONTRACTOR shall release, defend, indennlufy 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 flus Agreement, to create in any third party, any benefit or right owed by one party, wider the teens and conditions of this Agreement, to the other party. 15. NOTICES. All notices and other conllmwllcatlons 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 iNith the United States Postal Service, postage prepaid, addressed to the parties untended to be notified. Notice shall be deemed given as of the date of personal delivery, or if mailed, upon the date of deposit Nvith the United States Postal Service. Notice shall be given as follows: TO CITY's Project Manager: TO CONTRACTOR's Project Director: 16. INDEPENDENT CONTRACTOR. Jim Schlitz City Malinger City of San Rafael 1400 Fifth Avenue P.O. Boz 151560 San Rafael, CA 94915-1560 Steven Kinsey P.O. Box 81 Forest Knolls_ CA 94933 For the purposes, and for the duration, of this Agreement, CONTRACTOR, its officers, agents and employees shall act u1 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, acid all docu rents expressly incorporated by reference, represent the entire Agreement of the parties `pith 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 tenns and conditions of this Agreement, and the terns 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 olives CITY under any ordinance, agreement, contract or resolution for any unpaid taxes, fees, licenses, assessments, unpaid checks or other anounts. 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, lav or regulation, shall not be deemed to be a waiver of any other terns, covenant, condition, ordinance, lav or regulation, or of any subsequent breach or violation of the same or other term, covenant, condition; ordinance, lav or regulation. The subsequent acceptance by either pate 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 tern, condition, covenant of this Agreement or any applicable lav, ordinance or regulation. 20. COSTS AND ATTORNEY'S FEES. The prevailing parry in any action brought to enforce the terms and conditions of this Agreement, or arising out of the perfonnance of this Agreement, may recover its reasonable costs (including claims administration) and attorney's fees expended in connection Nvith 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. CITY shall not be required to pay for any work performed under this Agreement, until CONTRACTOR has provided CITY with a completed Intemal Revenue Service Fonn W-9 (Request for Taxpayer Identification Number and Certification). 22. APPLICABLE LAW. The la« -s 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 wn'tten. CITY OF SAN RAFAIEL IM CHUTZ, ity M lager AT TEST: c . RIP-.ek-..,r ESTHER C. BEMNE, City Clerk APPROVED AS TO FORM: ROBERT F. EPSTEIN, CitS Attorii CONTRACTOR By: --7 '"1/ STEV N I SEY Exhibit 1 SCOPE OF SERVICES o Provide strategic planning related to interim and long-term community development in the vicinity of the Bettini Transit Center, including the multi -use pathway extending from Mission Avenue to Anderson Drive. 0 Review transportation improvement planning efforts in the vicinity of the existing Transit Center to insure integration with other City -approved Land Use Documents, including the General Plan, the SMART Downtown Station Area Plan, the Bicycle/Pedestrian Master Plan, and the Downtown Vision Plan. o Participate in public agency and community meetings associated with planning, permitting, and implementation of transportation and other land use improvements within the vicinity of the existing Transit Center as requested by the City Manager. o Assist the City in preparation of a strategy for financing public improvements in the vicinity of the Bettini Transit Center, including transit, parking, public spaces, and affordable housing. o Assist the City Manager in coordination of internal staff communication and project management associated with planning and implementation of interim and long-term transportation and other publicly beneficial improvements in the vicinity of the existing Transit Center. o Provide written and verbal communication to the general public and media when requested to do so by the City Manager. o Provide administrative level design review of proposed improvements in the vicinity of the existing Transit Center for consistency with established City vision, goals, and policies. P� RAF,q� s 0 2 C`�rY WITH p el`�5 CONTRACT ROUTING FORM INSTRUCTIONS: Use this cover sheet to circulate all contracts for review and approval in the order shown below. TO BE COMPLETED BY INITIATING DEPARTMENT PROJECT MANAGER: Contracting Department: City Manager's office Project Manager: Jim Schutz Extension: 3475 Contractor Name: Steve Kinsey Contractor's Contact: Steve Kinsey Contact's Email: SKwestmarin@yahoo.com ® FPPC: Check if Contractor/Consultant must file Form 700 Step RESPONSIBLE DESCRIPTION COMPLETED REVIEWER DEPARTMENT DATE j Check/Initial 1 Project Manager a. Email PINS Introductory Notice to Contractor Click here to ❑ enter a date. b. Email contract (in Word) & attachments to City 11/29/2016 Atty c/o Laraine.Gittens@cityofsanrafael.org 2 City Attorney a. Review, revise, and comment on draft agreement 11/30/2016 0 LAG and return to Project Manager 12/1/2016 Z LAG b. Confirm insurance requirements, create Job on N/A PINS, send PINS insurance notice to contractor i 3 Project Manager Forward three (3) originals of final agreement to Click here to contractor for their signature enter a date. 4 Project Manager When necessary, * contractor -sinned agreement ❑ N/A agendized for Council approval *PSA > $20,000; or Purchase > $35,000; or Or Public Works Contract > $125,000 Date of Council approval 11/21/2016 PRINT CONTINUE ROUTING PROCESS WITH HARD COPY 5 Project Manager Forward signed original agreements to City j Attorney with printed copy of this routing form 6 City Attorney Review and approve hard copy of signed /;,/ 2-1/1,0 I (� d`CT agreement 7 City Attorney Review and approve insurance in PINS, and bonds ) Z/ -Z/& & (for Public Works Contracts) Pd -k-,% P� j 8 City Manager/ Mayor Agreement executed by Council authorized official 121122-A 9 City Clerk Attest signatures, retains original agreement and forwards to Project Manager I Lf 3/1& �� copies `