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Fin Roger Blakely Consulting AgreementCONSULTING AGREEMENT THIS CONSULTING AGREEMENT (the "Agreement") dated this ____ e_!!: ____ day of June, 2018 BETWEEN: City of San Rafael of 1400 Fifth St, San Rafael, CA 94901 (the "Client") -AND- Roger Blakely of 147 Bennett Ave, Long Beach, CA 90803 (the "Consultant") BACKGROUND: A. The Client is of the opinion that the Consultant has the necessary qualifications, experience and abilities to provide consulting services to the Client. B. The Consultant is agreeable to providing such consulting services to the Client on the terms and conditions set out in this Agreement. IN CONSIDERATION OF the matters described above and of the mutual benefits and obligations set forth in this Agreement, the receipt and sufficiency of which consideration is hereby acknowledged, the Client and the Consultant (individually the "Party" and collectively the "Parties" to this Agreement) agree as follows: Services Provided 1. The Client hereby agrees to engage the Consultant to provide the Client with the following consulting services (the "Services"): • Services will be broken into two phases; Pismo Consulting LLC 1. Phase 1: Review of the Tyler License and Software as a service agreement, Sales Quotation and other documents as necessary associated with the above contract. Initial round of recommendations, findings in the contract such as modification of language in existing contract to improve the City of San Rafael's position. This Page 1 of7 ORIGINAL phase would include areas not adequately covered in the existing contract such as Information Security, Disaster recovery, Support services, Third Party Software, SLA's, City's ability to Audit Tyler and other terms associated with this agreement. 11. Phase2: (If the city chooses) any additional rounds of language review or direct contract negotiations with Tyler. 2. The Services will also include any other consulting tasks, which the Parties may agree on. The Consultant hereby agrees to provide such Services to the Client. Term of Agreement 3. The term of this Agreement (the "Term") will begin on the date of this Agreement and will remain in full force and effect until the completion of the Services, subject to earlier termination as provided in this Agreement. The Term of this Agreement may be extended with the written consent of the Parties. Performance 4. The Parties agree to do everything necessary to ensure that the terms of this Agreement take effect. Currency 5. Except as otherwise provided in this Agreement, all monetary amounts referred to in this Agreement are in USD (US Dollars). Compensation 6. The Consultant will charge the Client a flat fee of $5,000.00 for Phase 1 of the Services (the "Compensation"). 7. Phase 2 Contract remediation services are available at an additional cost of $200 per hour (the "Compensation "). 8. Invoices submitted by the Consultant to the Client are due within 30 days of receipt. 9. In the event that this Agreement is terminated by the Client prior to completion of the Services but where the Services have been partially performed, the Consultant will be entitled to pro rata Pismo Consulting LLC Page 2 of7 payment of the Compensation to the date of termination provided that there has been no breach of contract on the part of the Consultant. 10. The Compensation as stated in this Agreement does not include sales tax, or other applicable duties as may be required by law. Any sales tax and duties required by law will be charged to the Client in addition to the Compensation. Reimbursement of Expenses 11. The Consultant will be reimbursed from time to time for reasonable and necessary expenses incurred by the Consultant in connection with providing the Services. 12. All expenses must be pre-approved by the Client. Penalties for Late Payment 13. Any late payments will trigger a fee of 3.00% per month on the amount still owing. Confidentiality 14. Confidential information (the "Confidential Information") refers to any data or information relating to the Client, whether business or personal, which would reasonably be considered to be private or proprietary to the Client and that is not generally known and where the release of that Confidential Information could reasonably be expected to cause harm to the Client. 15. The Consultant agrees that they will not disclose, divulge, reveal, report or use, for any purpose, any Confidential Information which the Consultant has obtained, except as authorized by the Client or as required by law. The obligations of confidentiality will apply during the term of this Agreement and will survive indefinitely upon termination of this Agreement. 16. All written and oral information and material disclosed or provided by the Client to the Consultant under this Agreement is Confidential Information regardless of whether it was provided before or after the date of this Agreement or how it was provided to the Consultant. Ownership of Intellectual Property Pismo Consulting LLC Page 3 of7 17. All intellectual property and related material, including any trade secrets, moral rights, goodwill, relevant registrations or applications for registration, and rights in any patent, copyright, trademark, trade dress, industrial design and trade name (the "Intellectual Property") that is developed or produced under this Agreement, is a "work made for hire" and will be the sole property of the Client. The use of the Intellectual Property by the Client will not be restricted in any manner. 18. The Consultant may not use the Intellectual Property for any purpose other than that contracted for in this Agreement except with the written consent of the Client. The Consultant will be responsible for any and all damages resulting from the unauthorized use of the Intellectual Property. Return of Property 19. Upon the expiry or termination of this Agreement, the Consultant will return to the Client any property, documentation, records, or Confidential Information which is the property of the Client. Capacity/lndependent Contractor 20. In providing the Services under this Agreement it is expressly agreed that the Consultant is acting as an independent contractor and not as an employee. The Consultant and the Client acknowledge that this Agreement does not create a partnership or joint venture between them, and is exclusively a contract for service . The Client is not required to pay, or make any contributions to, any social security, local, state or federal tax, unemployment compensation, workers' compensation, insurance premium , profit-sharing, pension or any other employee benefit for the Consultant during the Term. The Consultant is responsible for paying, and complying with reporting requirements for, all local, state and federal taxes related to payments made to the Consultant under this Agreement. Notice 21. All notices, requests, demands or other communications required or permitted by the terms of this Agreement will be given in writing and delivered to the Parties at the following addresses: a. City of San Rafael 1400 Fifth St, San Rafael, CA 94901 b. Roger Blakely 147 Bennett Ave, Long Beach, CA 90803 Pismo Consulting LLC Page 4 of7 or to such other address as either Party may from time to time notify the other, and will be deemed to be properly delivered (a) immediately upon being served personally, (b) two days after being deposited with the postal service if served by registered mail, or (c) the following day after being deposited with an overnight courier. Indemnification 22. Except to the extent paid in settlement from any applicable insurance policies, and to the extent permitted by applicable law, each Party agrees to indemnify and hold harmless the other Party, and its respective affiliates, officers, agents, employees, and permitted successors and assigns against any and all claims, losses, damages, liabilities, penalties, punitive damages, expenses, reasonable legal fees and costs of any kind or amount whatsoever, which result from or arise out of any act or omission of the indemnifying party, its respective affiliates, officers, agents, employees, and permitted successors and assigns that occurs in connection with this Agreement. This indemnification will survive the termination of this Agreement. Modification of Agreement 23. Any amendment or modification of this Agreement or additional obligation assumed by either Party in connection with this Agreement will only be binding if evidenced in writing signed by each Party or an authorized representative of each Party. Time of the Essence 24. Time is of the essence in this Agreement. No extension or variation of this Agreement will operate as a waiver of this provision. Assignment 25. The Consultant will not voluntarily, or by operation of law, assign or otherwise transfer its obligations under this Agreement without the prior written consent of the Client. Entire Agreement 26. It is agreed that there is no representation, warranty, collateral agreement or condition affecting this Agreement except as expressly provided in this Agreement. Pismo Consulting LLC Page 5 of7 Enurement 27. This Agreement will enure to the benefit of and be binding on the Parties and their respective heirs, executors, administrators and permitted successors and assigns. Titles/Headings 28. Headings are inserted for the convenience of the Parties only and are not to be considered when interpreting this Agreement. Gender 29. Words in the singular mean and include the plural and vice versa. Words in the masculine mean and include the feminine and vice versa. Governing Law 30. This Agreement will be governed by and construed in accordance with the laws of the State of California. Severability 31. In the event that any of the provisions of this Agreement are held to be invalid or unenforceable in whole or in part, all other provisions will nevertheless continue to be valid and enforceable with the invalid or unenforceable parts severed from the remainder of this Agreement. Waiver 32. The waiver by either Party of a breach, default, delay or omission of any of the provisions of this Agreement by the other Party will not be construed as a waiver of any subsequent breach of the same or other provisions. Pismo Consulting LLC Page 6 of7 IN WITNESS WHEREOF the Parties have duly affixed their signatures under hand and seal on this 'S day of June, 2018. City of San Rafael ~ CHUTZ, City Manager ATTEST: LINDSAY LARA, City Clerk APPROVED AS TO FORM: ~~(2~~jZFe ROBERT F. EPSTEIN,tyAttd~ Roger Blakely ? Pismo Consulting LLC Page 7 of7 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: Finance Project Manager: Kelly Boyette Extension: X2392 Contractor Name: Roger Blakely Contractor's Contact: 805-440-8949 Contact's Email: rblakely@charter.net o FPPC: Check if Contractor/Consultant must file Form 700 Step RESPONSIBLE DESCRIPTION DEPARTMENT 1 Project Manager a. Email PINS Introductory Notice to Contractor 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 and return to Project Manager b. Confirm insurance requirements, create Job on PINS, send PINS insurance notice to contractor 3 Project Manager Forward three (3) originals of final agreement to contractor for their signature 4 Project Manager When necessary, * contractor-signed agreement , agendized for Council approval *PSA> $20,000; or Purchase> $35,000; or Public Works Contract> $125,000 Date of Council approval 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 agreement 7 City Attorney Review and approve insurance in PINS, and bonds (for Public Works Contracts) , J It.. 8 City Manager / Mayor Agreement executed by_ Council authorized official 9 City Clerk Attest signatures, retains original agreement and forwards copies to Project Manager COMPLETED DATE llick here to enter a date. 6/5/2018 6/5/2018 6/5/2018 6/7/2018 [8] N/A Or CICK 'lere to lter d dati 6/14/18 to /I~ Ilt:6 kIlL[ II ~ 6--11--(f' lPll S I , k' REVIEWER Check/Initial 0 [8] [8] LG [8] LG N/A [8] [8] IU!r ~ ~ I~~ .~