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PD Traffic Control Services 2019dOU21 009 AGREEMENT FOR TRAF ?IC CONTROL SERVICES This Agreement is made acid entered into t us IT'day Y or �V , 201 by and between the CITY OF SAN RAFAEL (here inafier "CITY"), and PROFESSIONAL EVENT SERVICES, INC., a California Corporation (here nafter "CONTRACTOR"). WHEREAS, during the annual Marin Co mty Fairy CITE' provides the services of its Police officers to perform evening traffic control operatic ns to help minimize traffic congestion; and WHEREAS, for the 2019 Marin County l air, CITY will require additional staffing for those traffic control duties; and WHEREAS, CONTRACTOR is a prov der of high quality qecurity services and is able to provide personriel to perform the services require( by CITY, AGR.EI ,-MENT NOW, THEREFORE, the parties hereby agree as follows: A. CITY'S Project Manager. Poli the PROJECT MANAGER for the CITY, and sai( of the progress and execution of this Agreement. e Captain Glenn McElderry is hereby designated PROJECT MANAGER shall supervise all aspects B. CONTRACT'OR'S Project Dh aactor. CONTRACTOR shall assign a single PROJECT DIRECTOR to have overall itspoi sibility for die progress and execution of this Agreement for CONTRACTOR. Carolatr F �ireria is hereby designated as the PROJECT DIRECTOR for CONTRACTOR. Should circu astances or conditions subsequent to the execution of this Agreement require a substitute PROJECT; )IRECTOR, for any reason, the CONTRACTOR shall notify the CITY wrihin tea (10) business da; s of the substitution. CONTRACTOR shall provide up to to 1 (10) qualified employees, as requested by the PROJECT MANAGER, to perform traffic contro services fbr CITY at the 2019 Marin County Fair on July 3, 2019 through and including July 7, 20 9, during the hours of 8;00 p.m. to Midnight each night, under the direction of CITY's Police Depa tment personnel. Ur UINAL L} -3-9L04 3. DUTIES 4F CITY CITY shall pay the compensation as pro ►ided in Paragraph 4, and shall provide its Police Department personnel to work with and provide direction to CON'TRACTOR's personnel in the performance of nightly traffiv control operations a be provided for the Marin County Fair pursuant to this Agreement. 4, COMPENSADON. For the full performance of the services -d --cribect herein by CONTRACTOR. CITY shall pay CONTRACTOR at the following rates per-mployue; performing the described traffic control operations pursuant to this Agreement: Unarmed guard: $22.00ibour Supervisor: $26.00/hour Payment shall be made within 30 days foliowir ; receipt by PROJECT MANAGER of itemized invoices submitted by CONTRACTOR. S. TERM OF AGREEMENT. The term of this Agreement shall becom , effective upon its execution and shall terminate following the provision of services by CON'TR ACTOR and final payment for such services by CITY as provided herein, 6. TERMINATION. Either party may to rmioate this Agreemen without cause upon thirty (30) days written notice mailed or personally delivered to the other party. 7. DURANCE. A. Scope of Coverage. During the term of this A�p-ccineat, CONTRACTOR shall maintain, at no expense to CITY, the following is surance policies: 1. A commercial general lial Hity insurance policy in the minimum amount of one million dollars ($1,000,000) per occurrence/tv o million dollars ($2,000,000) aggregate, for death, bodily injury, personal injury, or property damage 2. An automobile liability (c wned, non -owned, and hired vehicles) insurance policy in the minimum amount of one million dol us (S1,000,000) dollars per occurrence. 3. If it employs any pers on, CONTRACTOR shall maintain worker's compensation insurance, as required by the state of California, with statutory limits, and employer's liability insurance with limits of n, less than one million dollars ($1,000,000) per accident for bodily injury or disease. CONI PJ CT'OR's work$r's compensation insurance shall be specifically endorsed to waive any right of su rogation against CITY. B. Other Insurance Requiremen s. Thee insurance coverage required of the CONTRACTOR in subparagraph A of this lectin ► above shall also meet the following requirements: 1, Except for professional liability insurance or worker's compensation insurance, the insurance policies shall be specif ;ally endorsed to include the CITY, its officers, agents, employees, and volunteers, as additio ial insureds (for both ongoing and completed operations) under the policies, 2. The additional insured cov rage underCONTRACTOR'S insurance policies shall be "primary and noncontributory" with res )ect to any insurance or coverage maintained by CITY and shall not call upon CITY''s insurance o self-insurance coverage for any contribution. The "primary and noncontributory" coverage in CON rRACTOR'S policies shall be at least as broad as ISO form CG24 0104 13. 3. Except far professional insurance, the insurance policies shall include, contractual liability and personal injury, liability insurance or worker's compensation in their text or by endorscuient, coverage fbr 4. By execution of this Agri ement, CONTRACTOR hereby grants to CITY a waiver of any right to subrogation whir i any insurer of CONTRACTOR may acquire against CITY by virtue of the payment of any lc is under such insurance, CONTRACTOR agrees to obtain any endorsement that may be n( ;e.ssary to effect this waiver of subrogation, but. this provision applies regardless of whether or n it CITY has received a waiver of subrogation endorsement from the insurer, 5. If the insurance is -ATitten o i a Claims Made Form, then, following termination of this Agreement, said insura►j,:e coverage shall : arvive for a period of not less than five years 6. The insurance policies sl all provide for a retroactive date of placement coinciding with the effective date of this Agreeme at. 7. The limits of insurance req tired in this Agreement may be satisfied by a combination of primary and umbrella or excess i isurance. Any umbrella or excess insurance shall contain or be endorsed to contain a provision the such coverage shall also apply on a primary and noncontributory basis for the benefit of CITY (if; greed to in a written contract or agreement) before CITY'S own insurance or self-insurance shall be :ailed upon to protect it as a named insured, 8. It shall be a requirement ► nder this Agreement that any available insurance proceeds broader than or i i excess of the speciliod minimum insurance coverage requiremenis and/or limits shaft be available to CITY or any other addi, .onal insured party. Furthermore, the requirements for coverage and limits shall be: (1) the minimum :overage and limits specified in this Agreement; or (2) the broader coverage and maximum limits f Coverage of any insurance policy or proceeds available to the named insured; whichever is gre, ter. No representation is made that the minimwn Insurance requirements of this agreement aj s sufficient to cover the obligations of the yuvv::. uvy CONTRACTOR under this agreement. C. Deductibles and SIR's. Ai y deductibles or self-insured retentions in CONTRACTOR's insurance policies must bt declared to and approved by the PROJECT MANAGER and City Attorney, aril shall not red ice the limits of liability, Policies containing any self-insured retention (SIR) provision shall provi� a or be endorsed to provide that the SIR may be satisfied by either the named insured or CITY or )ther additional insured party. At CITY's option, the deductibles or self-insured retentions with re >pect to CI'T'Y shall be reduced or eliminated to CYTY's satisfootion, or CONTRACTOR shall p ocure a bond guaranteeing payment o!' losses and related investigations, claims administration, attar toy's fees and defense expenses. D. Proof of Insurance. CONTRA( TOR slwJl 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, f the policy declaration page anchor endorsement page listing all policy endorsements for the eomr ercial general liability policy, and (3) excerpts of policy language or specific endorsements evidenci tg the other insurance rquirements set forth in this Agreement. CITY reserves the right to obtain i full certified copy of any insurance policy and endorsements from CONTRA.CTOk Failure to exercise this right shall not constitute a waiver of the right to exercise it later. The insurance shall bt approved as to form and sufficiency by PROJECT MANAGER and the City Attorney. B. INDENINIFICATION. A. Except as otherwise provided in P uagraph B., CONTRACTOR shall, to the fullest extent pernnitted by law, lnderruzify, release, de end with counsel approved by CITY, and hold harmless CITY, its officers, agents, emplo lees and volunteers (collectively, the "City IndernYnitees"), froin and Against any claim, der Land, suit, judgment, loss, liability or expense of any kind, including but not limited to attorney'; fees, expert fees and all other costs and fees of litigation, (collectively "CLAIMS"), arising t ut of CONTRACTOR'S performance of its obligatious or conduct of its operations under this Agreement, The CONTRACTOR's obligations apply regardless of whether or not a ±lability is :aused or contributed to by the active or passive negligence of the City Indemnitees. However, to the extent that liability is cat.tsed by the active negligence or willful ;:misconduct of the City Indernnitees, the CONtRACTOR's indemnification obligation shall be reduced in proportion to the City Indemnitees' share of liability for the active negligence or willful oris onduct. In addition, the acceptance or approval of the CONTRACTOR's work or work produc • by the CITY or any of its directors, officers or employees shall not relieve or reduce the CONI RACTOR's indemnification obligations. In lite event the City Indemnitees are made a party to a iy action, lawsuit, or other adversarial proceeding arising from CONTRACTOR'S performan e of or operations under this Agreement, CONTRACTOR shrill provide a defense to the 1 1t Indemnitees or at CITY'S option reimburse the City Indemnitees their costs of defense, i icluding reasonable Attorneys' fees, incurred in defense of such claims. B. The defense and indemnification obligations of this Agreement art; undertaken in addition to, and shall not in any way be limite . by, the insurance obligations contained in this Agreement, and shall survive the termination or completion of this Agreement for the full period Q%,Va, UVY of time allowed by law. 9 Nr1�l.0ISCRIMLI ATI0N. CONTRACTOR shall not discriminate,, t any way, against any person on the basis of age, sex, race, color, religion, ancestry, narional origii or disability in connection with or related to the performwice of its duties and obligations under th a Agreement. 10. COMPLIANCE W1TH ALL LAWS. CONTRACTOR shall observe and cornl ly with all applicable federal, state and local laws, ordinances, codes and regulations, in the pert; mance of its duties and obligation under this Agreement. CONTRACTOR shall perform all ervices under this Agreement in accordance with these laws, ordinances, codes and regulations. ( ONTRACTOR shall release, defend, indemnify and hold harmless CITY, its officers, agents anc employees from any and All damages, liabilities, penalties, fines and all other consequences fro) > any noncompliance or violation of any laws, ordinances, codes or regulations, 11. IVO THIRD PARTYBENEFICIARIES. CITY and CONTRACTOR do not inter i, by any provision of this Agreement, to create in any third party, any benefit or right owed by c le party, under the terms ;and conditions or this Agreement, to the other party. 12. NOTICES. A]I notices and other communications regi ired or permitted to be given under this Agreement including any notice of change of address, shall be in wriring and given by personal delivery, or deposlted with the United States Postal Service, p )stage prepaid, addressed to the parties intended to be nrtified. Notice shall be deemed given as of t ie date of personal delivery, or if mailed, upon she date of deposit with the United States Postal Sera, ce. Notice shall be given as follows: TO CITY's Project, Manager. TO CONTRACTOR's Project Director; 13. INDEPENDENT CQNT CTQR. Captain Glenn IvlcEldeny City of San Rafael 1400 Fifth Avenue P.0, Box 151560 San Rafael, CA 94915-1560 Carolan Ferrerla Professional Event Savk4s, Inc. 11.30 - 2nd Street Colusa, CA 9932 For the puWes, and for the duration, , -f this Agreement, CONTRACTOR, its officers, fa�vIIgo g agents and employees shall act in the capacity of e i Independent Contractor, and not as employees of the CITY. CONTRACTOR and CITY c ipressly intend and agree that the status of CONTRACTOR, its officers, agents and emplo gees be that of eat Independent Contractor and not that of an employee of CITY. 14. ENTIRE AGREEMENT -- AMENDME1 FFS. A. The terms acid conditions of this r greement, all exhibits attached; and all doetunents expressly incorporated by reference, represent the entirc Agreement of the parties with respect to the subject matter of this Agreement. B. This written Agreement shall supe :cede any and all prior agreements, oral or written, regarding the subject matter between the CONTI ACTOR and the C'IT'Y, C. No other agreement, promise or statement, written or oral, relating to the subject matter of this Agreement, shall be valid or bindi ig, except by way of a written amendment to this Agreement. D. The terms and conditioris of this �greernent shall not be altered or modified except by a written amendment to this Agreement signet by the CONTRACTOR and the CITY. E. If any conflicts arise between the terins and conditions of this Agreement and the terms and conditions of the attached exhibits or t to documents expressly incorporated by reference, the terms and conditions of this Agreement shall i ontrol. 15. SET-OFF ArAINST DEBTS. CONTRACTOR agrees that CITY may !educt from aily payment due to CONTRACTOR under this Agreement, any monies which CO' 1TRACT'OR owes CITY under any ordinance, agreement, contract or resolution for any unpaid yes, fees, licenses, assessments, unpaid checks or other amounts, 16. WAIVERS. The waiver by either party of any breach or violation of any term, covenant or Condition of this Agi-eement, or of any ordinance, law or regi lation, shall not be deemed to be a waiver of arty other term, covenant, coildition, ordinance, law or -egulation, or of any subsequent breach or violation of the same or other tern, covenant, condition: ordinance, law or regulation. The subsequent acceptance by either party of any fee, perfomianc ,, or other consideration which may become due or owing under this Agreernent, shall not be deemed to be a waiver of any pmceding breach or violation by the other party of any term, condition, covenant of this Agreement or any applicable law, ordinance or regulation. 17. COSTS AND ATTORNF,Y'S FEES. The prevailing party in any action bro, ght to enforce the terms and conditions of this Agreement, or arising out of the performance of his Agreement, may recover its reasonable costs (including claims administration) and attorney's fe :s expended in connection with such action. 18. C11Y BUSINM5 LICENSE! OT14ER T ►XES. CONTRACTOR shall obtain and mainta n during the duration of this Agreement, a CITY business license as required by the San Rafael Mt nicipal 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 CON TRACTOR has provided CITY with a completed Intemal Revenue Service Form W-9 (Request for' 'axpayer Identification Number and Certification) 19. SURVIVAL OF TERMS. Any terms of this Agreement that by their nature extend beyond the term (or termination) of this Agreement shall remain in effect until fulf lied, and shall apply to both Parties" respective successors and assigns. 20. APPLICABLE LAW. The lavas of the State of California shall gc vern this Agreement 21. =N-rERPARTS AND ELECTRONIC SIGNATU R. This Agreement may be executed in any number of counterparts, each of whiQh shall be deemed an original, but all of which together she l constitute one document. Counterpart signature pages may be delivered by telecopier, email or oft �r means of electronic transmission. IN WITNESS WHEREOF, the parties h ive executed this Agreement as of the day, month and year first above written. CITY OF SAN RAFAEL CONTRACTOR JIM SCHUTZ, City Manager .ATTEST- - /- LL LINDSAY [ARA, City Clerk By: Nan Title., C n [If Contractor is a corporation, add signatrue of second corporate officer] APPROVED AS TO FORM: CIL ROBEkT F. EA, TEi'N, Pity AA6Ley uaa9laa9 Titley 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: Police Department Project Manager: Captain Glenn McElderry Extension: 5301 Contractor Name: Professional Event Services, Inc. Contractor's Contact: Carolan Ferreria Contact's Email: Carolans86@gmail.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 ❑ b. Email contract (in Word) and attachments to City Click here to Attorney c/o Laraine.Gittens@cityofsanrafael.org enter a date. ❑ c. Check with City Attorney re Insurance Requirements for extra small or large projects 2 City Attorney a. Review, revise, and comment on draft agreement 6/12/2019 ❑x LG and return to Project Manager 6/12/2019 ® LG b. Confirm insurance requirements, create Job on PINS, send PINS insurance notice to contractor 3 Department Director Approval of final agreement form to send to Click or tap ❑ _ contractor to enter a date. 4 Project Manager Forward three (3) originals of final agreement to ❑ contractor for their signature 5 Project Manager When necessary, contractor -sinned agreement ❑ N/A agendized for City Council approval * *City Council approval required for Professional Services ❑ Agreements and purchases of goods and services that exceed Or $75,000; and for Public Works Contracts that exceed $175,000 Date of City Council approval PRINT CONTINUE ROUTING PROCESS WITH HARD COPY 6 Project Manager Forward signed original agreements to City Attorney with printed copy of this routing form 7 City Attorney Review and approve hard copy of signed 07sR agreement 8 City Attorney Review and approve insurance in PINS, and bonds / (for Public Works Contracts) 9 City Manager/ Mayor Agreement executed by City Council authorized official 10 City Clerk Attest signatures, retains original agreement and forwards copies to Project Manager