HomeMy WebLinkAboutCM MCCMC Legislative AnalysisAGREEMENT FOR PROFESSIONAL SERVICES
This Agreement is made and entered into this 'T-:nL day of December 2017, by and
between the CITY OF SAN RAFAEL (hereinafter "CITY"), and KELSEY L. ROGERS
(hereinafter "CONTRACTOR").
RECITALS
WHEREAS, the Cities and Towns of Marin County, by and through the Marin County
Council of Mayors and Councilmembers ("MCCMC"), desire to retain CONTRACTOR to
provide legislative analysis activities on their behalf; and
WHEREAS, CONTRACTOR has the training and experience to provide, and is willing to
provide, legislative analysis activities and actions on behalf of the MCCMC Legislative Committee;
and
WHEREAS, CITY has agreed to be the lead agency for the purpose of entering into an
agreement with CONTRACTOR to provide such legislative analysis; and
WHEREAS, the MCCMC members have agreed to jointly fund this agreement.
AGREEMENT
NOW, THEREFORE, the parties hereby agree as follows:
1. PROJECT COORDINATION.
A. CITY. The City Manager shall be the representative of the CITY for all purposes
under this Agreement. 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. CONTRACTOR shall assign a single PROJECT DIRECTOR
to have overall responsibility for the progress and execution of this Agreement for
CONTRACTOR. Kelsey Rogers 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 described in Exhibit
"A" attached and incorporated herein.
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3. DUTIES OF CITY.
CITY shall pay the compensation as provided in Paragraph 4.
4. COMPENSATION.
For the full performance of the services described herein by CONTRACTOR, CITY shall
pay CONTRACTOR no more than $7,500 for work completed over a full year, billed by
CONTRACTOR over ten (10) months in equal monthly payments of $750.
CONTRACTOR understands and agrees that it shall not incur any additional expenses on
behalf of CITY, the Cities and Towns of Marin County or the MCCMC, and that CITY, the
MCCMC and the Cities and Towns of Marin shall not be responsible for any obligations of an
employer. Specifically, CONTRACTOR shall furnish her own means of transportation (when not
required by CITY to travel), miscellaneous supplies and incidental expenses.
Payment will be made monthly upon receipt by PROJECT MANAGER of invoice and
monthly report of activities submitted by CONTRACTOR.
5. TERM OF AGREEMENT.
The term of this Agreement shall be for (1) year commencing on January 1, 2018 and
ending on December 31, 2018. The schedule of work is to be set by the MCCMC Chair with input
by the CONTRACTOR. Upon mutual agreement of the parties, and subject to the approval of the
City Manager, the term of this Agreement shall be extended for additional periods of up to (1) year
each.
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 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.
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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.
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. INSURANCE.
A. During the term of this Agreement, CONTRACTOR shall maintain, at no expense
to CITY, the following insurance policies:
1. An automobile liability insurance policy, for owned, non -owned, and hired
vehicles, in the minimum amount of one million ($1,000,000) dollars per occurrence.
B. The insurance coverage required of the CONTRACTOR in Subparagraph A above,
shall also meet the following requirements:
1. The general liability insurance shall include, in its text or by endorsement,
coverage for contractual liability.
2. The general liability insurance policies shall be endorsed to name the CITY,
its officers, agents, employees, and volunteers, as additionally named insureds under the policies,
and to provide that the insurance shall be primary with respect to any insurance or coverage
maintained by CITY and shall not call upon CITY's insurance or coverage for any contribution.
3. CONTRACTOR shall provide to City's PROJECT MANAGER, (a)
Certificates of Insurance evidencing the insurance coverage required herein, and (b) text from the
insurance policies or the endorsements as specified in Subparagraphs B(1) and B(2).
4. The insurance policies shall provide that the insurance carrier shall not
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cancel, terminate or otherwise modify the terms and conditions of said insurance policies except
upon ten (10) days written notice to City's 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 insurance shall be approved as to form and sufficiency by PROJECT
MANAGER and the City Attorney.
C. 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.
D. Any deductibles or self-insured retentions in CONTRACTOR's insurance policies
must be declared to and approved by the City's Risk Manager and the City Attorney. At CITY'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 investigations, claims administration, attorney's fees and defense expenses.
11. INDEMNIFICATION.
A. Except as provided in Paragraph B., CONTRACTOR shall indemnify, release,
defend and hold harmless CITY, its officers, and employees, against any claim, demand, suit,
judgment, loss, liability or expense of any kind, including attorney's fees, 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.
B. Where the services to be provided by CONTRACTOR under this Agreement are
design professional services to be performed by a design professional as that term is defined
under Civil Code Section 2782.8, CONTRACTOR shall, to the fullest extent permitted by law,
indemnify, release, defend and hold harmless CITY, its officers, and employees, against any
claim, demand, suit, judgment, loss, liability or expense of any kind, including attorney's fees,
that arises out of, pertains to, or relates to the negligence, recklessness, or willful misconduct of
CONTRACTOR in the performance of its duties and obligations under this Agreement.
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 in connection with or related to the
performance of its duties and obligations under this Agreement.
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13. COMPLIANCE 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 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 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: Jim Schutz
Project Manager
City of San Rafael
1400 Fifth Ave. (P.O. Box 151560)
San Rafael, CA 94915-1560
TO CONTRACTOR: Kelsey Rogers
Project Director
5 Spindrift Passage
Corte Madera, CA 94925
17. 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.
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18. 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 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 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.
19. 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.
20. 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.
21. 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.
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22. 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 Internal Revenue Service Form W-9 (Request for Taxpayer Identification Number and
Certification).
23. 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
JSC UTZ, City ager
ATTEST:
ESTHER C. BEIRNE, City Clerk
APP OVED AS TO FORM:
ROBERT F. EPSTEIN, ity At rney
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CONTRACTOR
MCCMC LEGISLATIVE COMMITTEE
Legislative Analyst Duties
Updated August 2017
Attend Monthly MCCMC Legislation Committee meeting. The meetings are
currently the fourth Monday of the month 8:00 am at San Rafael City Hall.
General duties of the Legislative Analyst:
• Keeping abreast of legislation & ballot measures
• Preparing update reports and letters for Committee Chair
• Preparing Committee Agenda
• Distributing supporting documents or web links
• Drafting position letters for Committee Chair
• Liaison with local office of the Marin Assembly member and Senator and League
of California Cities rep
• Liaison with Congressional representatives
Agenda Preparation and Distribution
■ Prepare list of potential bills of interest with League position and position of Marin
County and/or Marin Town/City. Responsibility: League rep for League bills and
lobbyist for non League bills.
■ Using above bill list, prepare the draft agenda in conjunction with the Lobbyist,
League Rep, and committee chair. Include when appropriate requests from assembly
member or senate staff for a position. The agenda should include information on
priority bills or "hot" bills, which require urgent action, along with bill titles and
descriptions, summaries (if available), legislator's fact sheets from the authors of the
bill, as well as League Committee analyses or the LAO analysis(if available) and a
URL for full text of bills on-line.
■ Gather information on upcoming League & MCCMC meetings to be included on
agenda.
■ Forward draft agenda: 10 calendar days prior to the meeting to the Chair for review
agenda & approval.
■ Send out final agenda via e-mail to Committee Distribution List week before the
meeting is ideal, but last minute legislative action often delays the distribution until
the Thurs before the meeting. Emailed packet includes the agenda, bill summaries,
urls to full text, and other documentation described above.
■ Keep the distribution list updated. The list includes committee voting members
(representatives from the council of Marin cities, League representative, usually the
North Bay Public Affairs manager of the League of CA Cities, Marin legislative
aides, lobbyist, San Rafael City Manager, County administrator, and others who may
be interested.
■ Attend monthly meetings and prepare notes of the meeting. Notes include brief
summaries of the pro/con discussion and any position taken by vote of committee on
bills or relevant matters. Copies of the notes are sent to the chair.
EXHIBIT A
■ Keep and update a spreadsheet of bills, positions, dates position taken, amendments
to the bills or changes of position. Distribute to committee periodically. Set up
meeting location and phone connection to lobbyist.
Letters in Support/Opposition
■ Research and prepare draft letters for approval by the Chair. Letters should include
Marin specific information where material. Contact staff regarding potential impact
on individual city/town. Contact Marin County legislative staff when necessary.
Letters can be prepared using the League or the Lobbyist template when consistent
with the position of the committee. Staff will obtain templates and dispatch it to the
Chair for signature within 3 working days after committee meeting.
■ Initial position letters will be sent out to the legislators no later than 5 calendar days
after the meeting, or sooner for urgency matters, if at all possible. Follow up letters.
requested when a bill on which the committee has taken a position is sent to another
committee or house in the legislature, should be sent out within 2 days of the request.
■ Obtain chair's signature in letters.
■ Prepare PDF of signed letter and distribute to author of the bill and chair of the
committee hearing the bill, with ccs to local Assembly Member and Senator, League
of California Cities, MCCMC lobbyist. If the bill is still controversial when it
reaches the governor's desk, a letter is sent to the governor. All letters send should be
cc'd to the chair.
■ Committee positions on initiatives that have qualified for the ballot should also be
provided to Initiative author or committee.
■ The Lobbyist or League Representative are sources for contact information for the
relevant legislators and other designated recipients.
■ Keep a file of all final, signed letters.
Preparing updated reports and letters for Committee Chair
• Forward updates from Legislative Offices, advocates, League of California Cities,
and MCCMC Lobbyist if the chair is not on their email roster.
• Prepare letters on amended bills on which the committee has already taken a
position
Liaison with Elected officials in Sacramento and Washington
■ Regular contact with local offices of Assembly member and Senator
■ Contact with CA Congressional representatives when necessary
EXHIBIT A
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GEICO
One GEICO Center
Macon, GA 31295-0001
Telephone: 1-866-272-5192
Fax: 1-855-238-8055
11/30/17
IAN ROGERS AND KELSEY ROGERS
5 SPINDRIFT PSGE
CORTE MADERA CA 94925-1832
Personal Umbrella Policy Number: P 8301979
Dear IAN ROGERS:
Government Employees Insurance Company
Please accept this letter as proof of insurance for your personal liability policy. Policy documents will follow shortly.
Policy Number: P 8301979
Effective Date: 11/30/17
Expiration Date: 11/30/18
Limit of Liability Coverage: $1,000,000
Vehicle(s) insured:
1969
TOYOTA
2012
LEXS
2017
VOLVO
Residences) insured:
5 Spindrift Psge Corte Madera, CA 94925-1832
968 greenhill rd Mill Valley, CA 94941
Thank you for choosing to insure with GEICO. We appreciate your business and look forward to serving you. If we
can be of further assistance, please feel free to contact us at 1-866-272-5192
Sincerely,
Umbrella Underwriting Department
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, City Manager
Extension: 3475
Contractor Name: Kelsey Rogers, MCCMC Legislative Analyst
Contractor's Contact: Kelsey Rogers
Contact's Email: krogers@cityofmillvalley.org
❑ 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
b. Email contract (in Word) & attachments to City
Atty c/o Laraine.Gittens@cityofsanrafael.org
a. Review, revise, and comment on draft agreement
2
I City Attorney
and return to Project Manager
b. Confirm insurance requirements, create Job on
I
PINS, send PINS insurance notice to contractor
//
rn.. Plus
3
Project Manager
Forward three (3) originals of final agreement to
12/4/2017
contractor for their signature
4
Project Manager
When necessary, * contractor -signed 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
PRINT
CONTINUE ROUTING PROCESS WITH HARD COPY
5
Project Manager
Forward signed original agreements to City
12/4/17
Attorney with printed copy of this routing form
6
City Attorney
Review and approve hard copy of signed
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agreement
/
7
City Attorney
Review and approve insurance in PINS, and bonds
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(for Public Works Contracts) PAW, )
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City Manager/ Mayor
Agreement executed by Council authorized official
9
City Clerk
Attest signatures, retains original agreement and
forwards copies to Project Manager