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HomeMy WebLinkAboutFD T-Mobile's Tower Legal ServicesAGREEMENT FOR PROFESSIONAL SERVICES This Agreement is made and entered into this 267wday of August, 2016, by and between the CITY OF SAN RAFAEL (hereinafter "CITY"), and TELECOM LAW FIRM, P.C., a professional corporation (hereinafter "CONTRACTOR"). RECITALS WHEREAS, CITY has a need for the professional services specified hereafter; and WHEREAS, CONTRACTOR has the expertise and experience to provide such services; AGREEMENT NOW, THEREFORE, the parties hereby agree as follows: PROJECT COORDINATION. A. CITY'S Project Manager. CITY hereby designates as its PROJECT MANAGER: Robert Sinnott, CITY Deputy Fire Chief. 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. CONTRACTOR hereby designates as its PROJECT DIRFCTOR: Jonathan Kramer. 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 the services described: ❑x in Exhibit A attached hereto and incorporated herein by reference. ❑ as follows: 3. DUTIES OF CITY. CITY shall pay the compensation as provided in Paragraph 4, and perform the duties described: ❑x in Exhibit A attached hereto and incorporated herein by reference. ❑ as follows: y-3-t,o22C, t- 1 Z -Z2 4. COMPENSATION. For the full performance of the services described herein by CONTRACTOR, CITY shall pay CONTRACTOR: © as described in Exhibit A attached hereto and incorporated herein by reference. ❑ as follows: Click here to enter text. The total compensation and expenses paid to CONTRACTOR shall not exceed $7,500.00 . Payment shall be made monthly upon receipt by PROJECT MANAGER of itemized invoices submitted by CONTRACTOR. 5. TERM OF AGREEMENT. The term of this Agreement shall: x❑ be for six (6) months commencing on the date of this Agreement. ❑ commence on Click here to enter . and shall end on Click here to enter text.. Upon mutual agreement of the parties, and subject to the written approval of the City Manager, the term of this Agreement may be extended, for an additional period of up to 90 days. 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. 7. 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. 2 A. Scope of Coverage. During the term of this Agreement, CONTRACTOR shall maintain, at no expense to CITY, the following insurance policies: 1. A commercial general liability insurance policy in the minimum amount of five hundred thousand dollars ($500,000) per occurrence, for death, bodily injury, personal injury, or property damage. 2. An automobile liability (owned, non -owned, and hired vehicles) insurance policy in the minimum amount of five hundred thousand dollars ($500,000) dollars per occurrence. 3. A professional liability insurance policy in the minimum amount of two million dollars ($1,000,000) per occurrence/four million dollars ($2,000,000) aggregate, to cover any claims arising out of the CONTRACTOR's performance of services under this Agreement. 4. 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. B. Other Insurance Requirements. The insurance coverage required of the CONTRACTOR in subparagraph A of this section above shall also meet the following requirements: 1. The commercial general liability insurance policy shall be specifically endorsed to include the CITY, its officers, agents, employees, and volunteers, as additionally named insureds under the policies. 2. The additional insured coverage under CONTRACTOR'S commercial general liability insurance policy shall be primary with respect to any insurance or coverage maintained by CITY and shall not call upon CITY's insurance or self-insurance coverage for any contribution. The "primary and noncontributory" coverage in CONTRACTOR'S policies shall be at least as broad as ISO form CG20 0104 13. 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 or any other additional insured party. 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 3 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 all of the following: (1) Certificates of Insurance evidencing the insurance coverage required in this Agreement; (2) a copy of the policy declaration page and/or endorsement page listing all policy endorsements for the commercial general liability policy, and (3) excerpts of policy language or specific endorsements evidencing the other insurance requirements set forth in this Agreement. CITY reserves the right to obtain a full 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. 9. INDEMNIFICATION. CONTRACTOR shall, to the fullest extent permitted by law, indemnify, release, defend and hold harmless CITY, its officers, agents, employees and volunteers, from any claim, demand or liability that is related to, or results from the negligent acts or omissions or the willful misconduct of CONTRACTOR or its officers, employees, or agents in connection with the services provided under this Agreement. The defense and indemnification obligations of this Agreement are undertaken in addition to, and shall not in any way be limited by, the insurance obligations contained in this Agreement, and shall survive the termination or completion of this Agreement for the full period of time allowed by law. 10. 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 Linder this Agreement. 11. 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 Linder this Agreement. 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. 12. NOTICES. All notices and other communications required or permitted to be given under this Agreement, shall be in writing and given by personal delivery, or deposited with the United States 4 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 MANAGER: 13. INDEPENDENT CONTRACTOR. Robert Sinnott, Deputy Fire Chief City of San Rafael 1400 Fifth Avenue P.O. Box 151560 San Rafael, CA 94915-1560 Jonathan Kramer, Esq. Telecom Law Firm, P.C. 2001 S. Barrington Avenue, Suite 306 Los Angeles, CA 90025 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. 14. ENTIRE AGREEMENT -- AMENDMENTS. 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 and shall not be altered or modified except by a written amendment to this Agreement signed by the CONTRACTOR and the CITY. If any conflicts arise between the terms and conditions of this Agreement, and the terms and conditions of the attached exhibits or the docu rents expressly incorporated by reference, the terms and conditions of this Agreement shall control. 15. 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. 5 L[SK•1.1116=1 LI 07.1% a to] 9,011W&IaaIN 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. 17. 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 applicable state, federal and local 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). 18. 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 JI S HUTZ, Ci M ager ATTEST: C - F>Q4 - ESTHER C. BEIRNE, City Clerk APPROVED AS TO FORM: r'�- ROBERf F. EPSTEIN, City Attorney 0 CONTRACTOR TELEWM LAW FIRM, P. C. ame: Jonathan Kramer : President &NTELECOM LAW FIRM PC EXHIBIT A JONATHAN L. KRAMER, ESQ. LICENSED IN CALIFORNIA AND NEW MEXICO KRAMER TELECOMLAWFIRM.COM DIRECT: (310) 405-7333 LOS ANGELES OFFICE OUR REFERENCE: 657789 August 5, 2016 Via Email Eric.Davis@cityofsanrafael.org Eric T. Davis, Esq. Deputy City Attorney II City of San Rafael 1400 Fifth Avenue, Room 202 San Rafael, CA 94915-1560 Reference: City of San Rafael -Agreement Subject: Telecom Law Firm, PC -Scope of Services and Fees Dear Eric: Telecom Law Firm will provide technical advice to City representatives concerning T -Mobile's telecommunications facility at Fire Station 52, and negotiate with T -Mobile for the removal of the existing facility and the potential installation of a temporary cell site at Station 52. FEE SCHEDULE 1. Hourly Fees. Consultant shall perform all services described above, requested by the City, and within Consultant's expertise as accepted by Consultant, on an hourly fee basis as follows: Personnel Rate Per Partner $350 Per Associate/Of Counsel $290 Per Paralegal $150 All time is billed in 0.1 hour (6 minute) units rounded up to the next unit. Bills not to exceed Seven Thousand Five Hundred and 00/100 Dollars ($7,500). 2. Travel Time. If required and authorized in advance by the City, Consultant charges 1/2 rate for travel time for each staff member, and full time for meetings and other communications with the City and/or T -Mobile. 2001 S. Barrington Ave. • Suite 306 • • CA 90025 • T 310.312-9900 6986 La Jolla Boulevard • Suite 204 • • CA 92037 • T 619-272-6200 Telecom LawFirm.com Mr. Eric T. Davis August 5, 2016 Page 2 3. Expenses. City will reimburse Consultant for all ordinary costs and expenses reasonably incurred by Consultant in performance of the services provided by Consultant to City pursuant to this Agreement. 4. Estimated Budget. The recommended estimated budget for this assignment is $7,500. Best regards, / AA*4^ CJo Lathan Kramer JK/657789 (0 Telecom Law Firm PC 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: Fire Project Manager: Bob Sinnott Extension: 5067 Contractor Name: Telecom Law Firm, P.C. Contractor's Contact: Jonathan L. Kramer, Esq. (310-405-7333) Contact's Email: kramer@telecomlawfirm.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 8/11/2016 8/9/2016 ETD 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 8/10/2016 and return to Project Manager Click here to ® ETD b. Confirm insurance requirements, create Job on enter a date. PINS, send PINS insurance notice to contractor b%!/I IC; 3 Project Manager Forward three (3) originals of final agreement to Click here to ❑ contractor for their signature enter a date 4 Project Manager When necessary, * contra ctor-siened agreementN/A agendized for Council approval *PSA > $20,000; or Purchase > $35,000; or Or ❑ Public Works Contract > $125,000 Click here to Date of Council approval enter a date 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 and approve insurance in PINS, and bonds BILE//L Review for Public Works Contracts G 8 City Manager/ Mayor Agreement executed by Council authorized official 9 City Clerk Attest signatures, retains original agreement and forwards copies to Project Manager