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HomeMy WebLinkAboutPW On-Call Public Works Legal Counsel ServicesAGREEMENT FOR PROFESSIONAL SERVICES BY AND BETWEEN THE CITY OF SAN RAFAEL AND MCINERNEY & DILLON, PROFESSIONAL CORPORATION FOR ON -CALL PUBLIC WORKS LEGAL COUNSEL SERVICES This Agreement is made and entered into as of Nov 8, 2024 (the "Effective Date"), by and between the CITY OF SAN RAFAEL, a chartered California municipal corporation (hereinafter "CITY"), and MCINERNEY & DILLON, PROFESSIONAL CORPORATION, a California corporation (hereinafter "CONSULTANT"). CITY and CONSULTANT may be referred to individually as a "Party" or collectively as the "Parties" or the "Parties to this Agreement." RECITALS A. CITY desires to secure professional services more fully described in this Agreement, at Exhibit A, entitled "SCOPE OF SERVICES"; and B. CONSULTANT represents that it, and its subcontractors, if any, have the professional qualifications, expertise, and necessary licenses and desire to provide certain goods and/or required services of the quality and type which meet objectives and requirements of CITY; and C. The Parties have specified herein the terms and conditions under which such services will be provided and paid for. NOW, THEREFORE, the parties hereby agree as follows: AGREEMENT SERVICES TO BE PROVIDED. Except as otherwise may be expressly specified in this Agreement, CONSULTANT shall furnish all technical and professional services, including labor, material, equipment, transportation, supervision and expertise (collectively referred to as "Services") to satisfactorily complete the work required by CITY at its sole risk and expense. Services to be provided to CITY are more fully described in Exhibit A entitled "SCOPE OF SERVICES." CONSULTANT acknowledges that the execution of this Agreement by CITY is predicated upon representations made by CONSULTANT in that certain proposal, dated July 23, 2024 ("Proposal") set forth in Exhibit A, which constitutes the basis for this Agreement. 2. COMPENSATION. In consideration for CONSULTANT's complete performance of Services, CITY shall pay CONSULTANT for all materials provided and services rendered by CONSULTANT at the unit Rev 08 22 rates and rates per hour for labor, as set forth in F. x h i hi t .A, for a total amount not to exceed $75,000. CONSULTANT will bill City on a monthly basis for Services provided by CONSULTANT during the preceding month, subject to verification by CITY. CITY will pay CONSULTANT within thirty (30) days of City's receipt of invoice. 3. TERM OF AGREEMENT. Unless otherwise set forth in this Agreement or unless this paragraph is subsequently modified by a written amendment to this Agreement, the term of this Agreement shall begin on the Effective Date of this Agreement and terminate on June 30, 2025. 4. PROJECT COORDINATION. A. CITY'S Project Manager. Jonathan Schellin 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. CONSULTANT'S Project Director. CONSULTANT shall assign a single PROJECT DIRECTOR to have overall responsibility for the progress and execution of this Agreement for CONSULTANT. Timothy McInerney is hereby designated as the PROJECT DIRECTOR for CONSULTANT. Should circumstances or conditions subsequent to the execution of this Agreement require a substitute PROJECT DIRECTOR, for any reason, the CONSULTANT shall notify the CITY within ten (10) business days of the substitution. 5. 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 CONSULTANT and any and all of CONSULTANT'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. v 08 22 6. OWNERSHIP OF DOCUMENTS. The written documents and materials prepared by the CONSULTANT 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. 7. INSPECTION AND AUDIT. Upon reasonable notice, CONSULTANT shall make available to CITY, or its agent, for inspection and audit, all documents and materials maintained by CONSULTANT in connection with its performance of its duties under this Agreement. CONSULTANT shall fully cooperate with CITY or its agent in any such audit or inspection. 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. [INTENTIONALLY OMITTEDI 10. (INTENTIONALLY OMITTEDI 11. NONDISCRIMINATION. CONSULTANT 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. CONSULTANT 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. CONSULTANT shall perform all services under this Agreement in accordance with these laws, ordinances, codes and regulations. CONSULTANT 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 CONSULTANT 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 v 08 22 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 CONSULTANT's Project Director: Jonathan Schellin, Deputy Director of Public Timothy McInerney Works 180 Grand Avenue, Suite 1390 111 Morphew Street Oakland, CA 94612-3750 San Rafael, CA 94901 15. INDEPENDENT CONTRACTOR. For the purposes, and for the duration, of this Agreement, CONSULTANT, its officers, agents and employees shall act in the capacity of an Independent Contractor, and not as employees of the CITY. CONSULTANT and CITY expressly intend and agree that the status of CONSULTANT, its officers, agents and employees be that of an Independent Contractor and not that of an employee of CITY. 16. 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 CONSULTANT 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 CONSULTANT 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. 17. SET-OFF AGAINST DEBTS. CONSULTANT agrees that CITY may deduct from any payment due to CONSULTANT under this Agreement, any monies which CONSULTANT owes CITY under any ordinance, agreement, contract or resolution for any unpaid taxes, fees, licenses, assessments, unpaid checks or other amounts. 18. 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. 19. 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. 20. CITY BUSINESS LICENSE / OTHER TAXES. CONSULTANT shall obtain and maintain during the duration of this Agreement, a CITY business license as required by the San Rafael Municipal Code, and CONSULTANT 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 CONSULTANT has provided CITY with a completed Internal Revenue Service Form W-9 (Request for Taxpayer Identification Number and Certification). 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 by electronic signature and in any number of counterparts, v 08 22 5 each of which shall be deemed an original, but all of which together shall constitute one document. Counterpart signature pages may be delivered by telecopier, email or other means of electronic transmission. [Signatures are on the following page.] v 08 22 6 IN WITNESS WHEREOF, the parties have executed this Agreement as of the day, month and year first above written. CITY OF SAN RAFAEL: Ci'lWne Allloykh Cristine Ali lovich (Nov 8, 2024 10:58 CRISTINE ALILOVICH, City Manager APPROVED AS TO FORM: Office of the City Attorney _Robert F Eosfein Robyn f. =pM— :Nov 2, 1024 14 13 PST By: ROBERT F. EPSTEIN, City Attorney ATTEST: City Clerk 8rennes, Nurm-e; Brenna Nurmi (for) (Nov 12, 2024 Jn 25 PST) LINDSAY LARA, City Clerk v 08 22 7 CONSULTANT: 71-wot i kft&kagy Timothy Mcf�;Nov T 1024 11 18 P By: McInerney +Dillon Name: Timothy McInerney Title: Attonrey [If CONSULTANT is a corporation, add signature of second corporate officer] By: Name: Title: EXHIBIT A SCOPE OF SERVICES The Services to be performed for CITY by CONSULTANT under this Agreement are more fully described in CONSULTANT's proposal, which is attached to this Exhibit A. Rev. 08.22 A-1 McInerney &Dillon Exhibit PROFESSIONAL LAW CORPORATION July 23, 2024 Shannon Mackle City of San Rafael Department of Public Works 111 Morphew Street San Rafael, California 94901 Via Email: Shannon.Mackle@cityofsanrafael.org Re: McInerney & Dillon Proposal - Legal Services Dear Ms. Mackle: Scope of service: Provide on -call legal services related to Public Works' operations and projects. My rate is $450 per hour, with an option to set up large, specifically scoped-out projects as needed. Please reach out with any questions. TLM/ Very truly yours, -'i , i-N t-\z4---- Timothy L. McInerney 180 Grand Avenue, Suite 1390, Oakland, CA 94612-3750 Tel 510-465-7100 Fax 510-465-8556 www.mcinerney-dillon.com 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: Public Works Project Manager: Shannon Mackie (for Jonathan Schellin) Extension: 3353 Contractor Name: McInerney & Dillon Contractor's Contact: Timothy McInerney Contact's Email: tlm@mcinerney-dillon.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 Click here to ❑ enter a date. b. Email contract (in Word) and attachments to City 7/31/2024 City Attorney Attorney c/o Laraine.Gittens@cityofsanrafael.org _ 10/1/2024 ❑XSM 2 a. Review, revise, and comment on draft agreement and return to Project Manager 10/1/2024 ❑X NT b. Confirm insurance requirements, create Job on PINS, send PINS insurance notice to contractor ❑X NT 3 Department Director Approval of final agreement form to send to 10/1/2024 © AM contractor 4 Project Manager Forward three (3) originals of final agreement to 10/1/2024 F-1 contractor for their signature 5 Project Manager When necessary, contractor -signed agreement ❑X 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 Click here to Date of City Council approval enter a date. 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 City Attorney agreement 8 Review and approve insurance in PINS, and bonds (for Public Works Contracts) Agreement executed by City Council authorized 9 City Manager / Mayor official Attest signatures, retains original agreement and 10 City Clerk forwards copies to Project Manager PSA - On -Call PW Legal Counsel Final Audit Report 2024-11-12 Created: 2024-11-01 By: Shannon Mackle (Shannon.mackle@cityofsanrafael.org) Status: Signed Transaction ID: CBJCHBCAABAAcHIPm6kvVyP9v3ohiZ-31lib6mf2bDNv "PSA - On -Call PW Legal Counsel" History Document created by Shannon Mackie (shannon.mackle@cityofsanrafael.org) 2024-11-01 - 8:10:01 PM GMT- IP address: 69.181.69.46 E'y Document emaiied to tlm@mcinerney-dillon.com for signature 2024-11-01 - 8:13:11 PM GMT Xk Document shared with Jonathan Schellin Qonathans@cityofsanrafael.org) by Shannon Mackie (shannon.mackie@cityofsanrafael.org) 2024-11-07 - 7:01:16 PM GMT- IP address: 199.88.113.8 Email viewed by tim@mcinerney-dillon.com 2024-11-07 - 7:17:13 PM GMT- IP address: 162.223.76.114 6© Signer tlm@mcinerney-dillon.com entered name at signing as Timothy McInerney 2024-11-07 - 7:18:33 PM GMT- IP address: 162.223.76.114 &9 Document e-signed by Timothy McInerney (tlm@mcinerney-dillon.com) Signature Date: 2024-11-07 - 7:18:35 PM GMT - Time Source: server- IP address: 162.223.76.114 P;+ Document emailed to Laraine Gittens (laraine.gittens@cityofsanrafael.org) for approval 2024-11-07 - 7:18:39 PM GMT Email viewed by Laraine Gittens (laraine.gittens@cityofsanrafael.org) 2024-11-07 - 7:51:21 PM GMT- IP address: 104.47.64.254 &0 Document approved by Laraine Gittens (laraine.gittens@cityofsanrafael.org) Approval Date: 2024-11-07 - 7:54:45 PM GMT - Time Source: server- IP address: 199.88.113.8 E-4' Document emaiied to rob.epstein@cityofsanrafael.org for signature 2024-11-07 - 7:54:47 PM GMT Email viewed by rob.epstein@cityofsanrafael.org 2024-11-07 - 10:12:30 PM GMT- IP address: 24.5.134.43 SAN RAFAEL Adobe 'I I CI-y RII?ceisS OV Acrobat Sign 6© Signer rob.epstein@cityofsanrafael.org entered name at signing as Robert F. Epstein 2024-11-07 - 10:13:03 PM GMT- IP address: 24.5.134.43 d© Document e-signed by Robert F. Epstein (rob.epstein@cityofsanrafael.org) Signature Date: 2024-11-07 - 10:13:05 PM GMT - Time Source: server- IP address: 24.5.134.43 P- 4 Document emailed to city.clerk@cityofsanrafael.org for approval 2024-11-07-10:13:07 PM GMT Email viewed by city.clerk@cityofsanrafael.org 2024-11-07-10:43:23 PM GMT- IP address: 104.47.64.254 60 Signer city.clerk@cityofsanrafael.org entered name at signing as Brenna Nurmi 2024-11-07-10:43:37 PM GMT- IP address: 199.88.113.8 6© Document approved by Brenna Nurmi (city.clerk@cityofsanrafael.org) Approval Date: 2024-11-07 - 10:43:39 PM GMT - Time Source: server- IP address: 199.88.113.8 Pi- Document emailed to cristine.alilovich@cityofsanrafael.org for signature 2024-11-07 - 10:43:41 PM GMT Email viewed by cristine.alilovich@cityofsanrafael.org 2024-11-08 - 6:58:07 PM GMT- IP address: 104.47.64.254 6© Signer cristine.alilovich@cityofsanrafael.org entered name at signing as Cristine Alilovich 2024-11-08 - 6:58:35 PM GMT- IP address: 157.131.174.98 6© Document e-signed by Cristine Alilovich (cristine.alilovich@cityofsanrafael.org) Signature Date: 2024-11-08 - 6:58:37 PM GMT - Time Source: server- IP address: 157.131.174.98 P► Document emailed to city.clerk@cityofsanrafael.org for signature 2024-11-08 - 6:58:39 PM GMT Email viewed by city.clerk@cityofsanrafael.org 2024-11-08-11:52:07 PM GMT- IP address: 71.202.35.117 6© Signer city.clerk@cityofsanrafael.org entered name at signing as Brenna Nurmi (for) 2024-11-12 - 4:25:14 PM GMT- IP address: 199.88.113.8 6o Document e-signed by Brenna Nurmi (for) (city.clerk@cityofsanrafael.org) Signature Date: 2024-11-12 - 4:25:16 PM GMT - Time Source: server- IP address: 199.88.113.8 0 Agreement completed. 2024-11-12-4:25:16 PM GMT &SAN RAFAEL PO1N1 e Adobe l l` --I! " `, A s::y Acrobat Sign