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CA Administrative Hearing ServicesAGREEMENT FOR RECORDING SERVICES AT ADMINISTRATIVE HEARINGS This Agreement is made and entered into this X�'IH day of January, 2017, by and between the CITY OF SAN RAFAEL (hereinafter "CITY"), and CALIFORNIA REPORTING, LLC (hereinafter "CONTRACTOR"). RECITALS WHEREAS, CITY desires the services of a shorthand reporter in connection with recordation of its Administrative Hearings. WHEREAS, CONTRACTOR employs certified professional reporters with the necessary qualifications and expertise to perform the required services. AGREEMENT NOW, THEREFORE, the parties hereby agree as follows: PROJECT COORDINATION. A. CITY. The City Attorney shall be the representative of the CITY for all purposes under this Agreement. The Deputy City Attorney II 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. Kathleen Ann Barr 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 follows: Swearing in of witnesses as required, electronic tape recording of City of San Rafael Administrative Hearings, providing a copy of the hearing tape to CITY, and preparation of transcripts as required by CITY pursuant to CONTRACTOR's Scope of Services, attached hereto and incorporated herein as Exhibit "A". 1 DUTIES OF CITY. CITY shall give CONTRACTOR reasonable advance notice of the scheduling and cancellation of Administrative Order Hearings, cooperate with CONTRACTOR's reasonable requests for room set-up assistance, and pay the CONTRACTOR for her services and expenses as provided in Paragraph 4. herein. 4. COMPENSATION. CITY shall pay CONTRACTOR an amount not to exceed $10,000 except by written agreement of the parties, at the hourly rates and expenses provided in Exhibit "A". Payment will be made upon receipt by the City Attorney's Office of itemized invoices submitted by CONTRACTOR. 5. TERM OF AGREEMENT. The term of this Agreement shall be for two (2) years commencing on January 4, 2017 and ending on January 4, 2019. Upon mutual agreement of the parties, the term of this Agreement can be extended for an additional period of one (1) 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 matenals 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. 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. 2 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. INDENIlVIF ICATI ON. 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. 11. NONDISCRUVENATION. 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. 12. CUMPLIA E 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 ndemnifyand 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. 13. NO THIRD PARTY BENTEFICLkRIES. 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. 3 14. 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 parries 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: City of San Rafael Eric T. Davis Deputy City Attorney II 1400 Fifth Avenue San Rafael, CA 94901 EMAIL: citv.attomev a,citvofsanrafael.ora TO CONTRACTOR: . Kathleen -Ann Barr California Reporting LLC 229 Napa Street Rodeo, CA 94572 EMAIL: Kate.Barr@CalifomiaReporting.com 15. INDEPENDENT CONTRACTOR. For the purposes, and for the duration, of this Agreement, CONTRACTOR, its officers, 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. 16. 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. HUS W11LLC11,%1C:111V11L 511a11 SUPCISWC ally W1U all P1101 ag1CC1lICULS, Ulm Ul W1ltiell, 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 Arrrnl V e- it 111Vl1an+ lb1. 4 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. 17. 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. 18. 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 tern. covenant. condition. ordinance_ law or regulation. or of anv 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. 19. 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. 20. 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 anv other applicable taxes. CONTRACTOR's taxpayer identification number is 680-30-9707, and CONTRACTOR certifies under penalty of perjury that said taxpayer identification number is correct. 21. 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 JIM SC42 City Manag ATTEST: G - g'L-C'e' ESTHER C. BEER -NE- City Clerk APPROVED AS TO FORM: ROBERT F. EPSTEIN, City Attorney 6 CONTRACTOR KA M.IEEN ANN BARR California Reporting, LLC Printed Name: Kathleen Ann Barr Title: l k EXHIBIT "A" Scope of Services Electronic Recording Services: ■ Full day rate (after the noon hour) = $300.00 tldll U.dy dLC(UCIUFC L1 -1 C 110011 11OW-) — DZVU.VV Transcript Rates: ■ Regular delivery 21 days = $6.00 per page ■ Copies = $3.50 per page Digital CD's: ■ CD = $15.00 each Same-Dav Cancellation Fee: ■ Same -Day Cancellation Fee = $200.00 No travel expenses will be paid. Dated: /,-ill-+ ]/ GA , P, )C�- Kathleen Ann Barr California Reporting, LLC 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 Attorney Project Manager: Eric Davis Extension: 3082 Contractor Name: California Reporting, LLC Contractor's Contact: Kathleen Barr Contact's Email: Kate.Barr@californiareporting.com ❑ FPPC: Check if Contractor/Consultant must file Form 700 Step RESPONSIBLE DEPARTMENT 1 Project Manager 2 City Attorney 3 Project Manager 4 Project Manager PRINT 5 Project Manager 6 City Attorney 7 City Attorney 8 City Manager / Mayor 9 City Clerk DESCRIPTION a. Email PINS Introductory Notice to Contractor b. Email contract (in Word) & attachments to City Atty c/o Laraine.Gittens@cityofsanrafael.org a. Review, revise, and comment on draft agreement and return to Project Manager b. Confirm insurance requirements, create Job on PINS, send PINS insurance notice to contractor Forward three (3) originals of final agreement to contractor for their signature When necessary, * contractor -sinned agreement agendized for Council approval *PSA > $20,000; or Purchase > $35,000; or Public Works Contract > $125,000 Date of Council approval CONTINUE ROUTING PROCESS WITH HARD COPY Forward signed original agreements to City Attorney with printed copy of this routing form Review and approve hard copy of signed agreement Review and approve insurance in PINS, and bonds (for Public Works Contracts) Agreement executed by Council authorized official Attest signatures, retains original agreement and forwards copies to Project Manager COMPLETED DATE N/A N/A 1/3/2017 N/A 1/4/2017 N N/A Or Clicl< here to enter a date. N/A REVIEWER Check/Initial N ETD N ETD N N ETD 1/9/17 ETD N/A ETD 7 k� (��o -17 et&—