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Home My WebLink AboutPW Sidewalk Maintenance History; ForsytheAGREEMENT FOR PROFESSIONAL SERVICES This Agreement is made and entered into this day ofYl l l , 20 1 q , by and between the CITY OF SAN RAFAEL (hereinafter "CITY"), and JAM•JS FORSYTHE (hereinafter "CONTRACTOR"). RECITALS WHEREAS, the CITY has been sued by Mary Brown, a resident, in connection with injuries she received when she tripped and fell on a public sidewalk in the Gerstle Park neighborhood; and WHEREAS, CONTRACTOR has particular knowledge and expertise concerning City policies and programs regarding sidewalks in the Gerstle Park neighborhood during some of the time period relevant to Ms. Brown's lawsuit; AGREEMENT NOW, THEREFORE, the parties 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. James Forsythe 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 consult with CITY'S legal counsel, Mark Hazelwood of Allen, Glaessner, Hazelwood & Werth, on issues related to the Mary Brown lawsuit and/or history and issues of CITY sidewalks and other public works of improvement, including such attendance and testimony at pre-trial and/or trial proceedings as may be requested by the PROJECT MANAGER and/or Mark Hazelwood. x_3__79} 3. DUTIES OF CITY. CITY shall pay the compensation as provided in Paragraph 4 and provide CONTRACTOR with access to relevant CITY records. 4. COMPENSATION. For the full performance of the services described herein by CONTRACTOR, CITY shall pay CONTRACTOR on a time and materials basis at the rate of $150 per hour, in a total contract amount not to exceed $11,000. Payment will be made monthly upon receipt by PROJECT MANAGER of itemized invoices submitted by CONTRACTOR. TERM OF AGREEMENT. The term of this Agreement shall commence as of January 2, 2019 and shall terminate on December 31, 2019. 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, CONSULTANT shall maintain, at no expense to CITY, 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. B. CONSULTANT hereby acknowledges that he does not employ any person to perform the services provided under this Agreement. If at any point during the term of this Agreement, CONSULTANT does so employ any person, CONSULTANT 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 CONSULTANT and CITY against all liability for injuries to CONSULTANT's officers and employees. CONSULTANT'S worker's compensation insurance shall be specifically endorsed to waive any right of subrogation against CITY. C. Proof of Insurance. CONSULTANT 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 full certified copy of any insurance policy and endorsements from CONSULTANT. 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. 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. 12. 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. 13. 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. 14. 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 James Forsythe 50 Cresta Drive, Apt. 12 San Rafael, CA 94903 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. 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 fulfilled, and shall apply to both Parties' respective successors and assigns. 22. APPLICABLE LAW. The laws of the State of California shall govern this Agreement. 23 COUNTERPARTS AND ELECTRONIC SIGNATURE This Agreement may be executed to any number of counterparts. each of NN hich shall be deemed an onginal, but all of which together shall constitute one document. Counterpart signature pages may be delivered by telecopier. email or other means of electronic transmission IN WITNESS WHEREOF. the parties have executed this Agreement as of the da,,. month and year first aboN a wfitten_ CITY OF SAN RAFAEL JI SC UTZ. Cityag ATTEST �• \ wllw LINDSAY LARA, Cit\ Clerk APPROVED AS TO FORM ROBERT F. EPSTEIN, its' Attome� I CONTRACTOR Bv Names _J0 tes For$Vjh_ Title 11f Contractor is a corporation. add signature ot'second corporate officer] Bv Name Title PXA RAF,q� i z r�ry wITH I' 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 Attorney Project Manager: Lisa A. Goldfien Extension: 3081 Contractor Name: Jim Forsythe Contractor's Contact: Jim Forsythe Contact's Email: jmsforsythe@comcast.net ❑ FPPC: Check if Contractor/Consultant must file Form 700 Step 1 RESPONSIBLE DEPARTMENT Project Manager 2 City Attorney V 4 5 Department Director DESCRIPTION a. Email PINS Introductory Notice to Contractor b. Email contract (in Word) and attachments to City Attorney c/o Laraine.Gittens@cityofsanrafael.org 4- 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 Approval of final agreement form to send to contractor Project Manager Forward three (3) originals of final agreement to contractor for their signature Project Manager When necessary, contractor -signed agreement agendized for City Council approval * *City Council approval required for Professional Services Agreements and purchases of goods and services that exceed $75,000; and for Public Works Contracts that exceed $175,000 PKINT 6 1 Project Manager 7 1 City Attorney 8 City Attorney 9 City Manager/ Mayor 10 City Clerk Date of City Council approval CONTINUE ROUTING PROCESS WITH HARD COPY Forward signed original agreements to City Attorney with printed copy of this routing form Review and approve hard copy of signed agreement Review and approve insurance in PINS, and bonds (for Public Works Contracts) Agreement executed by City Council authorized official Attest signatures, retains original agreement and forwards copies to Project Manager COMPLETED REVIEWER DATE + Check/Initial n/a 3/7/2019 3/8/2019 n/a Click r tap date. 3/11/2019 ® N/A Or Click here to enter a date. 3/15/1 3)�s�ig