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HR Human Resources Consulting; Jean SavareeAGREEMENT FOR PROFESSIONAL SERVICES FOR HUMAN RESOURCES CONSULTING This Agreement is made and entered into this 30th day of November, 2016, by and between the CITY OF SAN RAFAEL (hereinafter "CITY"), and JEAN SAVAREE, a partner with AARONSON DICKERSON COHN AND LANZONE (hereinafter "ATTORNEY"). RECITALS WHEREAS, the City of San Rafael desires professional investigation services conducted by a licensed attorney; and WHEREAS, the City desires to engage ATTORNEY to provide these services by reason of its qualifications, skills and experience to provide such services and ATTORNEY has offered to provide the required services on the terms and in the manner set forth herein. AGREEMENT NOW, THEREFORE, the parties hereby agree as follows: 1. PROJECT COORDINATION. A. CITY'S Project Manager. The HUMAN RESOURCES 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. ATTORNEYshall have overall responsibility for the progress and execution of this Agreement for ATTORNEY. JEAN SAVAREE is hereby designated as the ATTORNEY. Should circumstances or conditions subsequent to the execution of this Agreement require a substitute ATTORNEY, for any reason, the ATTORNEY shall notify the CITY within len (10) business days of the substitution. 2. DUTIES OF ATTORNEY. ATTORNEY shall conduct investigations as a licensed attorney at law in the State of California and will maintain attorney client privilege as part of this professional legal service that can only be waived by the City. Investigation reports and any related communications shall be marked as privileged. ATTORNEYshall perform the duties and/or provide services for the investigation as described in ATTORNEY'S "Scope of Services", attached hereto as Exhibit "1" and incorporated herein. As additional work is requested, the scope of each additional project, with compensation therefor, as agreed by CITY and ATTORNEY, shall be set forth in writing and attached as additional exhibits hereto. 3. DUTIES OF CITY. CITY shall pay the compensation as provided in Paragraph 4, and perform the duties as described in Exhibit "1" attached and incorporated herein, or in other Exhibits attached from time to time as described in Section 2 above. 4. COMPENSATION. For the full performance of the services by ATTORNEY described in Exhibit "I" attached hereto, CITY shall pay ATTORNEY as described in Exhibit "I". If and when additional services may be requested by the PROJECT MANAGER pursuant to this Agreement, then such services and the compensation to be paid for them, as mutually agreed by CITY and ATTORNEY, shall be set forth in detail in one or more additional exhibits attached hereto from time to time, as set forth in Section 2 above, and CITY shall pay compensation as set forth in such exhibits. Provided, however, that in no event shall the total amount of compensation payable to ATTORNEY for services provided pursuant to this Agreement exceed $20,000, including reimbursement of expenses. Payment will be made monthly upon receipt by PROJECT MANAGER of itemized invoices submitted by ATTORNEY. 5. TERM OF AGREEMENT. The term of this Agreement shall be for 1 year commencing as of November 30, 2016 and ending on November 29, 2017. 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 up to one year. 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 ATTORNEY and any and all of ATTORNEY'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. OWNERSHEP OF DOCUMENTS. The written documents, communications and materials prepared by the ATTORNEY in connection with the performance of its professional investigation duties under this Agreement, shall be the sole property of CITY, and will maintain attorney client privilege as part of this professional legal service that can only be waived by the City. Investigation reports and any related communications shall be marked as privileged. CITY may use said property for any purpose not contemplated by this Agreement. 8. INSPECTION AND AUDIT. Upon reasonable notice, ATTORNEY shall make available to CITY, or its agent, for inspection and audit, all documents and materials maintained by ATTORNEY in connection with its performance of its duties wider this Agreement. ATTORNEY 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, ATTORNEY shall maintain, at no expense to CITY, the following insurance policies: 1. A commercial general liability insurance policy in the minimunn amount of one million dollars ($1,000,000) per occurrence/two million dollars ($2,000,000) aggregate, 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 dollars ($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 minimuun amount of one million dollars ($1,000,000) per occurrence/two million dollars ($2,000,000) aggregate, to cover any claims arising out of the ATTORNEY's performance of services Linder this Agreement. Where ATTORNEY is a professional not required to have a professional license, CITY reserves the right to require ATTORNEY to provide professional liability insurance pursuant to this section. 4. If it employs any person, ATTORNEY 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 ATTORNEY and CITY against all liability for injuries to ATTORNEY's officers and employees. ATTORNEY'S worker's compensation insurance shall be specifically endorsed to waive any right of subrogation against CITY. B Other Insurance Requirements. The insurance coverage required of the ATTORNEY in subparagraph A of this section above shall also meet the following requirements: 1. 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 (for both ongoing and completed operations) under the policies. 2. The additional insured coverage under ATTORNEY'S insurance policies shall be primary with respect to any insurance or coverage maintained by CITY and shall not call upon CITY's insurance or self-insurance coverage for any contribution. The "primary and noncontributory" coverage in ATTORNEY'S policies shall be at least as broad as ISO form CG20 010 4 13. 3. Except for professional liability insurance, the insurance policies shall include, in their text or by endorsement, coverage for contractual liability and personal injury. 4. The insurance policies shall be specifically endorsed to provide that the insurance carrier shall not cancel, terminate or otherwise modify the terms and conditions of said insurance policies except upon ten (10) days written notice to the PROJECT MANAGER. 5. 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. 6. The insurance policies shall provide for a retroactive date of placement coinciding with the effective date of this Agreement. 7. The limits of insurance required in this Agreement may be satisfied by a combination of primary and umbrella or excess insurance. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary and noncontributory basis for the benefit of CITY (if agreed to in a written contract or agreement) before CITY'S own insurance or self-insurance shall be called upon to protect it as a named insured. 8. It shall be a requirement under this Agreement that any available insurance proceeds broader than or in excess of the specified minimum insurance coverage requirements and/or limits shall be available to CITY or any other additional insured party. Furthermore, the requirements for coverage and limits shall be: (1) the minimum coverage and limits specified in this Agreement; or (2) the broader coverage and maximum limits of coverage of any insurance policy or proceeds available to the named insured; whichever is greater. C. Deductibles and SIR'S. Any deductibles or self-insured retentions in ATTORNEY's insurance policies must be declared to and approved by the PROJECT MANAGER and City Attorney, and shall not reduce the limits of liability. Policies containing 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 parry. At CITY's option, the deductibles or self-insured retentions with respect to CITY shall be reduced or eliminated to CITY's satisfaction, or ATTORNEY shall procure a bond guaranteeing payment of losses and related investigations, claims administration, attorney's fees and defense expenses. D. Proof of Insurance. ATTORNEY 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 policv language or specific endorsements evidencing the other insurance requirements set forth in this Agreement. CITY reserves the right to obtain a full certified copy of any insurance policy and endorsements from ATTORNEY. 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 NIANAGER and the City Attorney. 11. INDEMNIFICATION. A. ATTORNEY shall, to the fiillest extent permitted by law, indemnify, release, defend with counsel approved by CITY, and hold harmless CITY, its officers, agents, employees and volunteers (collectively, the "City Indemnitees"), from and against any claim, demand, suit, judgment, loss, liability or expense of any kind, including but not limited to attorney's fees, expert fees and all other costs and fees of litigation, (collectively "CLAIMS"), arising out of ATTORNEY'S performance of its obligations or conduct of its operations under this Agreement. The ATTORNEY's obligations apply regardless of whether 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 Indemnitees, the ATTORNEY'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 ATTORNEY's work or work product by the CITY or any of its directors, officers or employees shall not relieve or reduce the ATTORNEY's indemnification obligations. In the event the City Indemnitees are made a party to any action, lawsuit, or other adversarial proceeding arising from ATTORNEY'S performance of or operations under this Agreement, ATTORNEY shall provide a defense to the City Indemnitees or at CITY'S option reimburse the City Indemnitees their costs of defense, including reasonable attorneys' fees, incurred in defense of such claims. B. 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 law. 12. NONDISCRIMINATION. ATTORNEY shall not discriminate, in any way, against any person on the basis of age, 5 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. ATTORNEY 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. ATTORNEY shall perform all services tinder this Agreement in accordance with these laws, ordinances, codes and regulations. ATTORNEY 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. CITY and ATTORNEY 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's Project Manager: TO ATTORNEY: 16. INDEPENDENT CONTRACTOR. Stacey Peterson City of San Rafael 1400 Fifth Avenue P.O. Box 151560 San Rafael, CA 94915-1560 Jean Savaree Aaronson Dickerson Cohn & Lanzone 1001 Larel Street, Suite A San Carlos, CA 94070 For the purposes, and for the duration, of this Agreement, ATTORNEY, its officers, agents and employees shall act in the capacity of an Independent Contractor, and not as employees of the CITY. ATTORNEY and CITY expressly intend and agree that the status of ATTORNEY, 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 ATTORNEY 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 ATTORNEY 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. ATTORNEY agrees that CITY may deduct from any payment due to ATTORNEY under this Agreement, any monies which ATTORNEY owes CITY tinder any ordinance, agreement, contract or resolution for any unpaid taxes, fees, licenses, assessments, unpaid checks or other amounts. 1L' ON U 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 i OTHER TAXES. ATTORNEY shall obtain and maintain during the duration of this Agreement, a CITY business license as required by the San Rafael Municipal Code ATTORNEY 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 ATTORNEY has provided CITY with a completed Internal Revenue Service Form W-9 (Request for Taxpayer Identification Number and Certification). 22. APPLICABLE LAW. Me 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 JIM CHUTZ, City Manager r74a1*16 ESTHER C. BEIRNE, City Clerk APPROVED AS TO FORM: ROBERT F. EPSTEIN, City ttorne� H ATTO Y By: / L Name: JEAN B. SAVAREE Title: Partner EXHIBIT 1 SCOPE OF SERVICES The City of San Rafael desires a licensed attorney to conduct personnel investigations. ATTORNEY will apply her legal training and skills to review documentation, prepare questions, conduct interviews, type witness statements, evaluate or analyze evidence and prepare a report of findings. All reports and written communications pertaining to investigations shall be marked as privileged evaluate or analyze the evidence. The legal services shall include attorney client privilege. The attorney-client relationship can only be waived by the City. FEE SCHEDULE: The rate of such personnel investigation services will be $300.00 per hour for legal services performed as a licensed attorney at law. ATTORNEY shall undertake future investigations only after a written request to do so is provided to the ATTORNEY by the CITY'S PROJECT MANAGER. 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: Human Resources Project Manager: Stacey Peterson Extension: x3069 Contractor Name: Jean Savaree Contractor's Contact: (650) 453-3914 Contact's Email: jbs@adcl.com ❑ FPPC: Check if Contractor/Consultant must file Form 700 Step RESPONSIBLE DESCRIPTION COMPLETED REVIEWER DEPARTMENT DATE Check/Initial 1 Project Manager a. Email PINS Introductory Notice to Contractor 10/18/2016 N 10/20/2016 SP b. Email contract (in Word) & attachments to City Atty c/o Laraine.Gittens@cityofsanrafael.org 2 City Attorney a. Review, revise, and comment on draft agreement Cl e q 6�' kv- and return to Project Manager e>ate. 5Z 0 11 b. Confirm insurance requirements, create Job on CliFFk •e o/ PINS, send PINS insurance notice to contractor enteZ�P 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-siened 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 Click here to enter a date PRINT CONTINUE ROUTING PROCESS WITH HARD COPY 5 Project Manager Forward signed original agreements to City Attorney with printed copy of this routing form 6 City Attorney Review and approve hard copy of signed a/�.7 agreement �tl' 7 City Attorney Review and approve insurance in PINS, and bonds (for Public Works Contracts) 8 City Manager / Mayor Agreement executed by Council authorized official 9 City Clerk Attest signatures, retains original agreement and forwards copies to Project Manager