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CA Legal Services Tax Reporting ErrorsAGREEMENT FOR PROFESSIONAL LEGAL SERVICES This Agreement is made and entered into this Ta day of f4 b &ug i , 20_/ -,- by and between the CITY OF SAN RAFAEL (hereinafter "CITY"), and CLARK E. GUINAN (hereinafter "CONTRACTOR"). CITY and CONTRACTOR hereby agree as follows: 1. PROJECT COORDINATION. A. CITY'S Project Manager. The Assistant City Attorney 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'S Project Director. CONTRACTOR shall assign a single PROJECT DIRECTOR to have overall responsibility for the progress and execution of this Agreement for CONTRACTOR. Clark E. Guinan 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 provide legal services to the staff and City Council of CITY as necessary in connection with the Finance and Human Resources departments' project to correct past years' tax reporting errors concerning employee benefits. 3. DUTIES OF CITY. CITY shall pay the compensation as provided in Paragraph 4, and shall provide CONTRACTOR with access to relevant CITY documents and personnel as requested. 4. COMPENSATION. For the full performance of the services described herein by CONTRACTOR, CITY shall pay CONTRACTOR on an hourly basis at the rate of $185.00 per hour, plus reimbursement for out-of-pocket expenses and mileage incurred in performing services under this Agreement, in a total amount not to exceed $5,000.00. Payment will be made monthly upon receipt by PROJECT MANAGER of itemized invoices submitted by CONTRACTOR. U 5. TERM OF AGREEMENT. The term of this Agreement shall commence as of July 28, 2015 and shall terminate on December 31, 2015. 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 six (6) months. 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. 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. 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. Scope of Coverage. During the term of this Agreement, CONTRACTOR shall maintain, at no expense to CITY, the following insurance policies: 1. 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. 2. 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. CONTRACTOR'S worker's compensation insurance shall be specifically endorsed to waive any right of subrogation against CITY. 3. 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. 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 CONTRACTOR'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 party. 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. D. Proof of Insurance. CONTRACTOR shall provide to the PROJECT MANAGER or CITY'S City Attorney Certificates of Insurance evidencing the insurance coverage required in this Agreement. CITY reserves the right to obtain a fall certified copy of any insurance policy and endorsements from CONTRACTOR. 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 MANAGER and the City Attorney. 11. INDEMNIFICATION. CONTRACTOR shall defend, indemnify and hold harmless CITY, its officers, employees and agents against any claim, loss or liability arising out of or resulting in any way from work performed under this Agreement due to the willful or negligent acts (active or passive) or omissions by CONTRACTOR. The acceptance of CONTRACTOR's services by CITY shall not operate as a waiver of such right of indemnification. 12. NONDISCRUvIINATION. 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. 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 parry, 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 CONTRACTOR's Project Director: 16. INDEPENDENT CONTRACTOR. Lisa A. Goldfien, Assistant City Attorney City of San Rafael 1400 Fifth Avenue P.O. Box 151560 San Rafael, CA 94915-1560 Clark E. Guinan 595 Grizzly Peak Berkeley, CA 94708 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. 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 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. 18. 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. 19. 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. 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 / 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). 22. 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 ATTEST: ESTHER C. BEMNE, City Clerk APPROVED AS TO FORM: e ROBERT F. EPSTEIN, City Attofn Allied Insurance Policyholder (Named Insured): Clark Guinan Signe Harnett 595 Grizzly Peak Blvd Berkeley, CA 94708-1212 General Policy Information Prepared onJune 2, 2015 Page 1 of 4 Your Policy Declarations PolicyPeri �. rso ��,Q1ufo Pali-cy� : 'Jul1, 2015 -Jul 1, 2016 Policy Number: PPA 0021850681-7 Account Number. 806939631 Keep these Declarations for your records. Issued: June 2, 2015 These Declarations are a part of the policy named above and identified by the policy number above. They supersede any Declarations issued earlier. Your policy provides the coverages and limits shown in the schedule of coverages. They apply to each insured vehicle as indicated. Your policy complies with the motorists financial responsibility laws of your state only for vehicles for which Property Damage and Bodily Injury Liability coverages are provided. Policy Period: July 1, 2015 - July 1, 2016 but only if the required premium for this period has been paid and only for twelve month renewal periods if renewal premiums have been paid as required. This policy is initially effective at (1) the time the application for insurance is completed, or (2)12:01 a.m. on the first day of the policy period, whichever is later. Each renewal period begins and ends at 12:01 a.m. Standard time at the address of the named insured stated herein. This policy term expires at 12:01 a.m. at the address of the named insured stated herein. Your carrier is Amco Insurance Company, NAIC #19100. How You Saved on this Policy with Allied • Multi -Policy • Persistency Discount • Air Bag Discount • Anti -Theft Device • Group/Occupational Discount • Elite Driver Discount • Multi -Car Discount • Good Driver Discount Insured Drivers Name Date of Birth Marital Status License Number Clark E. Guinan 05/30/45 Married K0498569 Signe H. Harnett 09/08/46 Married M0952943 Changes Made to Your Policy • Removed Multi -Car Discount - 09 Toyo • Removed Multi -Car Discount - 07 Lexu • Added Multi -Car Discount • Change In Annual Mileage - 09 Toyo • Change In Annual Mileage - 07 Lexu • Rating Adjustment For Change In Vehicle Usage- 09 Toyo Effective date for all changes July 01, 2015 16243 (12-08) Continued on the next page F-1 Allied Insurance For coverage definitions and descriptions, visit www.alliedlnsurance.com Insured Vehicles and Schedule of Coverages 2009 Toyo Prius Hyb VIN JTDKB20U297844496 Coverages Bodily Injury Liability Property Damage Liability Medical Payments Uninsured Motorist Bodily Injury Comprehensive Collision Waiver Of Collision Deductible Limits of Uability $500,000 Per Person $500,000 Per Occurrence $100,000 Per Occurrence $10,000 Per Person $500,000 Per Person $500,000 Per Accident Actual Cash Value Actual Cash Value Prepared onJune 2, 2015 Page 2 of 4 Your Policy Declarations Personal Auto Policy Policy Period: Jul 1, 2015 - Jul 1, 2016 Policy Number. PPA 0021850681-7 Account Number. 806939631 Less A $100 Deductible Less A $500 Deductible Total for this Vehicle Loss Payee - Chase Auto Finance 2007 Lexu Rx 400h (R VIN HJHW31 U172015882 Coverages Bodily Injury Liability Property Damage Liability Medical Payments Uninsured Motorist Bodily Injury Comprehensive Collision Waiver Of Collision Deductible Loss Payee - Providence Credit Union Umits of Liability $500,000 Per Person $500,000 Per Occurrence $100,000 Per Occurrence $10,000 Per Person $500,000 Per Person $500,000 Per Accident Actual Cash Value Actual Cash Value Policy Level Schedule of Coverages - Allied Extra Coverages 16243 (12-08) See Endorsement Less A $100 Deductible Less A $500 Deductible Total for this Vehicle Total for Policy Coverages Continued on the Allied Insurance a Nationwide Insurance* company 50670 RENEWAL PERSONAL UMBRELLA LIABILITY INSURANCE POLICY NATIONWIDE MUTUAL INSURANCE CO DES MOINES IA 50391-1100 1-800-282-1446 Policy Number: PA 7873524681 PERSONAL UMBRELLA LIABILITY Account Number: 806939631 Item: 1. Named Insured: GUINAN, CLARK HARNETT, SIGNE 2. Address: 595 GRIZZLY PEAK BLVD BERKELEY CA 947081212 Agent: MINTO & WILKIE INS AGCY INC Address: PO BOX 150990 SAN RAFAEL CA 94915 78 84 50670 0000 3. Policy Term: From 06/30/15 to 06/30/16 12:01 A.M. Standard Time at the address of the Named Insured as stated above. In return for the payment of the premium, and subject to all the terms of this policy, we agree with you to provide the insurance as stated in this policy. 4. Coverage Limit of Liability Premium Personal Umbrella $1,000 Retained Limit Liability $5,000,000 Occurrence Limit -- 5. Schedule of Underlying Insurance: See Endorsement PA 00 01 6. Forms and Endorsements: PA0001 1011 PA1200 0104 IN0000 0409 IN0001 0203 10940 0789 PA300CA 1014 IN0100 0110 IN2695 1014 Previous Policy Number: PA 7863524681 Countersigned By Authorized Representative ca P PA D (09-04) Page 1 of 1 0 DIRECT BILL 15117 INSURED FM 78 07869 0 IN WITNESS WHEREOF, the company listed in the Declarations has caused this policy to be signed by its President and Secretary, and countersigned as may be required on the Declarations page by a duly authorized representative of the company. President — Gary A. Douglas Nationwide Agribusiness Insurance Company / 7 nal'I a (;i - President — Mark A. Pizzi Nationwide Affinity Insurance Company of America Nationwide General Insurance Company Nationwide Mutual Fire Insurance Company Nationwide Mutual Insurance Company Nationwide Property and Casualty Insurance Company President — Lisa E. Gobber Nationwide Insurance Company of Florida 6" -W -P f}. YJ4'.0 President — David A. Bano Nationwide Indemnity Company President — David G. Arango Nationwide Assurance Company President — W. Kim Austen ALLIED Property and Casualty Insurance Company AMCO Insurance Company Crestbrook Insurance Company Depositors Insurance Company Nationwide Insurance Company of America Secretary — Robert W. Horner, III ALLIED Property and Casualty Insurance Company AMCO Insurance Company Crestbrook Insurance Company Depositors Insurance Company Nationwide Affinity Insurance Company of America Nationwide Agribusiness Insurance Company Nationwide Assurance Company Nationwide General Insurance Company Nationwide Indemnity Company Nationwide Insurance Company of America Nationwide Insurance Company of Florida Nationwide Mutual Fire Insurance Company Nationwide Mutual Insurance Company Nationwide Property and Casualty Insurance Company Nationwide, the Nationwide framemark, and On Your Side are service marks of Nationwide Mutual Insurance Company. © 2011 Nationwide Mutual Insurance Company. PAA (11-11) Page 1 of 1 DIRECT BILL INSURED 78 07870 PROFESSIONAL SERVICES AGREEMENT/CONTRACT COMPLETION CHECKLIST AND ROUTING SLI.P Below is the process for getting your professional services agreements/contracts finalized and executed. Please attach this "Completion Checklist and Routing Slip" to the front of your contract as you circulate it for review and signatures. Please use this form for all professional services agreements/contracts (not just those requiring City Council approval). This process should occur in the order presented below. Step Responsible Description Completion De artment Date 1 City Attorney _ Review, revise, and comment on draft r agreement. 2 Contracting Department final r for to ir signatureagObtain at leasgreement theForward t two signed originals from contractor. 3 Contracting Department Agendize contractor -signed agreement for Council approval, if Council approval necessary (as defined by City Attorney/City Ordinance*). 4 City Attorney _ Review and approve form of agreement; r bonds, and insurance certificates and endorsements. 5 City Manager ! Mayor / or __ Agreement executed by Council authorized -7/� Department Head official. r J 6 City Clerk City Clerk attests signatures, retains original 1::24 agreement and forwards copies to the department. j 1 contracting To be completed by Contracting Department: Project Manager: Lisa A. Goldfien Project Name: Gus Guinan -Tax Reporting Correction Agendized for City Council Meeting of (if necessary):,°""p w If you have questions on this process, please contact the City Attorney's Office at 485-3080. * Council approval is required if contract is over $20,000 on a cumulative basis.