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Home My WebLink AboutMS IT Help Desk Consulting 2014crTr of Agenda Item No: 4. d Meeting Date: May 5, 2014 SAN RAFAEL CITY COUNCIL AGENDA REPORT Department: Management Services '� y Prepared by: Gus Bush, IT Manager City Manager Approval/ �� SUBJECT: RESOLUTION AUTHORIZING CITY MANAGER TO ENTER INTO A PROFESSIONAL SERVICES AGREEMENT WITH VIRTUAL TUNEUP FOR INFORMATION TECHNOLOGY HELP DESK CONSULTING AT A TOTAL COST NOT TO EXCEED $62,400. RECOMMENDATION: Staff recommends that the City Council authorize the City Manager to enter into a professional services agreement with Virtual Tuneup for IT Help Desk consulting seNices. BACKGROUND: The City's Information Technology Division (IT) has been making a concerted effort this year to improve the technology environment used by all City departments. One of the initiatives in this area involves improving IT help desk processes and procedures. In March of 2014, the City hired consultant David Roualdes, d.b.a. Virtual Tuneup, to assist with the analysis of IT help desk processes on a trial basis for 8 weeks (at a cost of $19,200). In addition to assisting with business process analysis, Virtual Tuneup has taken over some of IT's day-to-day tasks of help desk prioritization and resource assignment (while the IT Manager concentrated on strategic planning efforts). In the first two months of working with the City, Virtual Tuneup identified and implemented improvements in several areas where internal processes needed adjustment: Methods for categorizing service requests have been revamped, for simplicity as well as to remove duplication and confusion; IT technicians are now using standard approaches to identify and prioritize their workload then dispatch to various department locations; automated capabilities to acknowledge receipt of all service requests and to keep those that submitted the requests advised of their status are going live in May. ANALYSIS: In analyzing IT help desk processes, staff has determined that there is still plenty of work to be done. Virtual Tuneup has identified that IT's help desk software has the ability to manage multi -step service requests (such as the purchase, preparation, and installation of new computers), to include detailed inventory information on technology items, and to interact with other tools to facilitate customer feedback and statistical reporting. Additional time working with Virtual Tuneup could further enhance IT's productivity in these areas. Staff estimates that work on the IT help desk process improvement tasks already identified should be completed by Virtual Tuneup by June 30, 2014. However, other areas of improvement are likely to be identified (such as through an upgraded version of IT's help desk software) or there may be other IT processes (such as the purchasing or inventory processes) where Virtual Tuneup's services may be desirable. In this case, staff proposes setting aside additional funds in fiscal year 2014-15 to cover contract extensions that could be exercised by the City Manager on a month -by -month basis. FOR CITY CLERK ONLY File No.: `A ) - j tG 4 Council Meeting: Disposition: >PESozU i©.�/ 67/7 SAN RAFAEL CITY COUNCIL AGENDA REPORT / Page: 2 FISCAL IMPACT: Sufficient funding is available in Fund 601, the Computer Replacement Program, this fiscal year to cover the initial $21,600 needed for help desk improvement tasks that have already been identified. Staff can also set aside an additional $40,800 in FY 2014-15 to cover additional tasks that might be identified as work continues on IT help desk process improvements, or to cover other IT processes outside of the help desk. OPTIONS: 1. Adopt resolution, as written, and proceed as planned with Virtual Tuneup. 2. Direct staff to follow a different approach as it pertains to IT help desk process improvements. 3. Direct staff to not proceed with IT help desk process analysis at this time. ACTION REQUIRED: Adopt resolution authorizing the City Manager to enter into a professional services agreement with Virtual Tuneup for IT help desk consulting. Attachments: 1. Resolution 2. Professional Services Contract RESOLUTION NO. 13717 RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SAN RAFAEL TO AUTHORIZE THE CITY MANAGER TO ENTER INTO A PROFESSIONAL SERVICES AGREEMENT WITH VIRTUAL TUNEUP AT A TOTAL COST NOT TO EXCEED $62,400 WHEREAS, the City needs assistance with the analysis and execution of business processes for the Information Technology Division (IT) with the goal of improving those processes; and WHEREAS, Virtual Tuneup is experienced with business process analysis as it pertains to IT help desk operations and can provide recommendations, planning, and execution assistance; and WHEREAS, the City wishes to enter into a professional services agreement with Virtual Tuneup for IT help desk consulting services; NOW, THEREFORE, IT IS HEREBY RESOLVED that (1) the Council does hereby authorize the City Manager to enter into a professional services agreement with Virtual Tuneup at an initial cost of $21,600; and (2) the Council authorizes the City Manager to extend the agreement as needed on a month -by -month basis for additional costs not to exceed $40,800. I, ESTHER C. BEIRNE, Clerk of the City of San Rafael, hereby certify that the foregoing Resolution was duly and regularly introduced and adopted at a regular meeting of the City Council of said City held on Monday, the 5th day of May, 2014 by the following vote, to wit: AYES: COUNCILMEMBERS: Bushey, Colin, Connolly, McCullough & Mayor Phillips NOES: COUNCILMEMBERS: None ABSENT: COUNCILMEMBERS: None ESTHER C. BEIRNE, City Clerk AGREEMENT FOR INFORMATION TECHNOLOGY HELP DESK CONSULTING This Agreement is made and entered into this 33 a day of May, 2014, by and between the CITY OF SAN RAFAEL (hereinafter "CITY"), and David P. Roualdes d.b.a Virtual TuneUp, a sole proprietorship (hereinafter "CONTRACTOR"). RECITALS WHEREAS, the CITY needs assistance with the analysis and execution of business processes for the Information Technology (IT) Division with the goal of improving those processes. More specifically, the CITY needs assistance in the areas of: improving IT help desk procedures; execution of day to day IT help desk operations; managing and scheduling of IT hardware and software installations, upgrades, and support services; completion of IT inventory management tasks; and development of customer satisfaction feedback and metrics programs. WHEREAS, CONTRACTOR is experienced with business process analysis as it pertains to IT help desk operations and can provide recommendations, planning, and execution assistance. More specifically, CONTRACTOR can provide assistance in the areas of: IT help desk organization and procedures; day to day management of the CITY's IT help desk; managing and scheduling of IT hardware and software installations, upgrades, and support services; IT inventory management; customer satisfaction feedback; and measuring applicable metrics. AGREEMENT NOW, THEREFORE, the parties hereby agree as follows: 1. PROTECT COORDINATION A. CITY. The City Manager shall be the representative of the CITY for all purposes under this Agreement. The City Manager has authority to represent the City in any and all decisions regarding any issues under the Agreement. The IT Manager 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. CONTRACTOR shall assign a single PROJECT DIRECTOR to have overall responsibility for the progress and execution of this Agreement for Page I of 8L7, r" •'rT�j U__. , — CONTRACTOR. David Roualdes 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. The PROJECT DIRECTOR designee shall be subject to the prior written approval of the PROJECT MANAGER. 2. DUTIES OF CONTRACTOR. CONTRACTOR shall perform the duties and/or provide services as follows: CONTRACTOR shall provide analysis, recommendations, and execution assistance for the improvement of the CITY's IT help desk processes. 3. DUTIES OF CITY. CITY shall pay the compensation as provided in Paragraph 4, and perform the duties as follows: CITY will provide necessary general oversight, computer equipment, work space, and a parking permit to be used by CONTRACTOR. 4. COMPENSATION. For the full performance of the services described herein by CONTRACTOR, CITY shall pay CONTRACTOR as follows: CITY will be responsible for all compensation due CONTRACTOR under this contract. CITY is contracting for 20 hours work per week with CONTRACTOR for 9 weeks. CONTRACTOR shall be paid $120 per hour, for an initial cost not to exceed $21,600. CONTRACTOR shall submit an itemized invoice of billable hours to CITY at the end of every two week work period, which will be payable upon receipt. �. TERM OF AGREEMENT The term of this Agreement shall be for up to two months commencing on May 1, 2014, and ending on or before June 30, 2014. Upon mutual agreement of the parties, and subject to the approval of the City Manager (or City Council, if appropriate), the term of this Agreement shall be extended on a month by month basis for additional periods up to June 30, 2015. Page 2 of 8 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. 8. 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. Page 3 of 8 10. INSURANCE A. 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 one million ($1,000,000) dollars per occurrence for death, bodily injury, personal injury, or property damage. 2. An automobile liability insurance policy, for owned, non -owned, and hired vehicles, in the minimum amount of one million ($1,000,000) dollars per occurrence. 3. If any licensed professional perforins any of the services required to be performed under this Agreement, a professional liability insurance policy in the minimum amount of one million ($1,000,000) dollars to cover any claims arising out of the CONTRACTOR's performance of services under this Agreement. B. The insurance coverage required of the CONTRACTOR in Subparagraph A above, shall also meet the following requirements: 1. The general liability insurance shall include, in its text or by endorsement, coverage for contractual liability. 2. The general liability insurance policies shall be endorsed to name the CITY, its officers, agents, employees, and volunteers, as additionally named insureds under the policies, and to provide that the insurance shall be primary with respect to any insurance or coverage maintained by CITY and shall not call upon CITY's insurance or coverage for any contribution. 3. CONTRACTOR shall provide to City's PROJECT MANAGER, (a) Certificates of Insurance evidencing the insurance coverage required herein, and (b) text from the insurance policies or the endorsements as specified in Subparagraphs B(1) and B(2). 4. The insurance policies shall provide that the insurance carrier shall not cancel, terminate or otherwise modify the terms and conditions of said insurance policies except upon ten (10) days written notice to City's PROJECT MANAGER. 5. If the insurance is written on a Claims Made Form, then, following termination of this Agreement, said insurance coverage shall survive for a period of not less than five years Page 4 of 8 6. The insurance policies shall provide for a retroactive date of placement coinciding with the effective date of this Agreement. 7. The insurance shall be approved as to form and sufficiency by PROJECT MANAGER and the City Attorney. C. 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. D. Any deductibles or self-insured retentions in CONTRACTOR's insurance policies must be declared to and approved by the City's Risk Manager and the City Attorney. 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. 11. INDEMNIFICATION A. Except as provided in Paragraph B., CONTRACTOR shall indemnify, release, defend and hold harmless CITY, its officers, and employees, against any claim, demand, suit, judgment, loss, liability or expense of any kind, including attorney's fees, arising out of or resulting in any way, in whole or in part, from any acts or omissions, intentional or negligent, of CONTRACTOR or CONTRACTOR's officers, agents and employees in the performance of their duties and obligations under this Agreement. B. Where the services to be provided by CONTRACTOR under this Agreement are design professional services to be performed by a design professional as that term is defined under Civil Code Section 2782.8, CONTRACTOR shall, to the fullest extent permitted by law, indemnify, release, defend and hold harmless CITY, its officers, and employees, against any claim, demand, suit, judgment, loss, liability or expense of any kind, including attorney's fees, that arises out of, pertains to, or relates to the negligence, recklessness, or willful misconduct of CONTRACTOR in the performance of its duties and obligations under this Agreement. Page 5 of 8 12. 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. 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 party, any benefit or right owed by one party, under the terms and conditions of this Agreement, to the other party. M110197100161 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: TO CONTRACTOR: Gus Bush David Roualdes Project Manager Project Director City of San Rafael Virtual TuneUp 1400 Fifth Ave. (P.O. Box 151560) 642 Tamarack Drive San Rafael, CA 94915-1560 San Rafael, CA 94903 Page 6 of 8 16. INDEPENDENT CONTRACTOR 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 tlus 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 tlus 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 Page 7 of 8 20 21 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. COSTS AND ATTORNEY'S FEES The prevailing party in any action brought to enforce the terms and conditions of tlus 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. 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 1 *4A,4� Nancy Mackl , City Manager rv0�06 15s/4Ce,A c . ,3e.4Z-.- , Esther C. Beirne, City Clerk CONTRACTOR David Roualdes, Contractor APPROVED AS TO FORM: _ _nom Robert F. Epstein, Ci Att rney Page 8 of 8 CITY OF SAN RAFAEL ROUTING SLIP / APPROVAL FORM INSTRUCTIONS: USE THIS FORM WITH EACH SUBMITTAL OF A CONTRACT, AGREEMENT, ORDINANCE OR RESOLUTION BEFORE APPROVAL BY COUNCIL / AGENCY. SRSA / SRCC AGENDA ITEM NO. 4.d DATE OF MEETING: May 5, 2014 FROM: Gus Bush, IT Manager DEPARTMENT: Management Services DATE: April 28, 2014 TITLE OF DOCUMENT: RESOLUTION AUTHORIZING CITY MANAGER TO ENTER INTO A PROFESSIONAL SERVICES AGREEMENT WITH VIRTUAL TUNEUP FOR INFORMATION TECHNOLOGY HELP DESK CONSULTING AT A TOTAL COST NOT TO EXCEED $62,400. � A a nP�" � , Department Head�(signature) *** *** *** *** *** *** *** *** *** *** *** *** *** *** *** *** (LOWER HALF OF FORM FOR APPROVALS ONLY) APPROVED AS COUNCIL / AGENCY APPROVED AS TO FORM: AGENDA ITEM: ,. City Manager (si�nature) City Attorney (signat e) NOT APPROVED REMARKS: AGREEMENT FOR INFORMATION TECHNOLOGY HELP DESK CONSULTINJj 2014, by and This Agreement is made and entered into this lo;w day of �P�� between the CITY OF SAN RAFAEL (hereinafter "CITY"), and David P. Roualdes d.b.a Virtual TuneUp, a sole proprietorship (hereinafter "CONTRACTOR"). WHEREAS, the CITY needs assistance with the analysis and execution of business processes for the Information Technology (IT) Division with the goal of improving those processes. More specifically, the CITY needs assistance in the areas of: improving IT help desk procedures; execution of day to day IT help desk operations; managing and scheduling of IT hardware and software installations, upgrades, and support services; completion of IT inventory management tasks; and development of customer satisfaction feedback and metrics programs. WHEREAS, CONTRACTOR is experienced with business process analysis as it pertains to IT help desk operations and can provide recommendations, planning, and execution assistance. More speccally, CONTRACTOR can provide assistance in the areas of: IT help desk organization and procedures; day to day management of the CITY's IT help desk; managing and scheduling of IT hardware and software installations, upgrades, and support services; IT inventory management; customer satisfaction feedback; and measuring applicable metrics. AGREEMENT NOW, THEREFORE, the parties hereby agree as follows: A. CITY. The City Manager shall be the representative of the CITY for all purposes under this Agreement. The City Manager has authority to represent the City in any and all decisions regarding any issues under the Agreement. The IT Manager 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. U Pa(ye I of 9 B. CONTRACTOR. CONTRACTOR shall assign a single PROJECT DIRECTOR to have overall responsibility for the progress and execution of this Agreement for CONTRACTOR. David Roualdes is hereby designated as the PROJECT DIRECTOR for CONTRACTOR. Should circumstances or conditions subsequent to the execution of this Areement require a substitute gPROJECT DIRECTOR for any reason, the CONTRACTOR shall notify the CITY within ten (10) business days of the substitution. The PROJECT DIRECTOR designee shall be subject to the prior written approval of the PROJECT MANAGER. 2. DUTIES OF CONTRACTOR. CONTRACTOR shall perform the duties and/or provide services as follows: CONTRACTOR shall provide analysis, recommendations, and execution assistance for the improvement of the CITY's IT help desk processes. 3. DUTIES QF CITY. CITY shall pay the compensation as provided in Paragraph 4, and perform the duties as follows: CITY will provide necessary general oversight, computer equipment, work space, and a parking permit to be used by CONTRACTOR. • For the full performance of the services described herein by CONTRACTOR, CITY shall pay CONTRACTOR as follows: CITY will be responsible for all compensation due CONTRACTOR under this contract. CITY is contracting for 20 hours work per week with CONTRACTOR for 8 weeks. CONTRACTOR shall be paid $120 per our, for a not to exceed cost of $19,200. CONTRACTOR shall submit an itemized invoice of billable hours to CITY at the end of every two week work period, which will be payable upon receipt. 5. TERM OF ,AGREEMENT, The term of this Agreement shall be for up to 90 days commencing on March 3, 2014, and ending on or before May 30, 2014. Upon mutual agreement of the parties, and subject to the approval of the City Manager (or City Council, if appropriate), the term of this Agreement shall be extended for an additional period of up to one year. 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 .1 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. 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 bv this Agreement. S. 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. AS,SIGNABILITY 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. A. 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 one million ($1,000,000) dollars per occurrence for death, bodily injury, personal injury, or property damage. 2. An automobile liability insurance policy, for owned, non -owned, and hired vehicles, in the minimum amount of one million ($1,000,000) dollars per occurrence. 3. If any licensed professional performs any of the services required to be performed under this Agreement, a professional liability insurance policy in the minimum amount of one million ($1,000,000) dollars to cover any claims arising out of the CONTRACTOR's performance of services under this Agreement. B. The insurance coverage required of the CONTRACTOR in Subparagraph A above., shall also meet the following requirements: 1. The general liability insurance shall include, in its text or by endorsement, coverage for contractual liability. 2. The general liability insurance policies shall be endorsed to name the CITY, its officers, agents, employees, and volunteers, as additionally named insures under the policies, and to provide that the insurance shall be primary with Paae 4 of 0 respect to any insurance or coverage maintained by CITY and shall not call upon CITY's insurance or coverage for any contribution. 3. CONTRACTOR shall provide to City's PROJECT MANAGER, (a) Certificates of Insurance evidencing the insurance coverage required herein, and (b) text from the insurance policies or the endorsements as specified in Subparagraphs B(1) and B(2). 4. The insurance policies shall provide that the insurance carrier shall not cancel, terminate or otherwise modify the terms and conditions of said insurance policies except upon ten (10) days written notice to City's PROJECT MANAGER. 5. If the insurance is written on a Claims Made Form, then, following termination of this Agreement, said insurance coverage shall survive for a period of not less than five years 6. The insurance policies shall provide for a retroactive date of placement coinciding with the effective date of this Agreement. 7. The insurance shall be approved as to form and sufficiency by PROJECT MANAGER and the City Attorney. C. 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. D. Any deductibles or self-insured retentions in CONTRACTOR's insurance policies must be declared to and approved by the City's Risk Manager and the City Attorney. 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. 11. INDEMNIFICA'171ON A. Except as provided in Paragraph B., CONTRACTOR shall indemnify, release, defend and hold harmless CITY, its officers, and employees, against any claim demand, suit, judgment, 1oss, liability or expense of any kind, including attorney's fees, arising out of or resulting in any way, in whole or in part, from any acts or omissions, intentional or negligent, of CONTRACTOR or CONTRACTOR's officers, agents and employees in the performance of their duties and obligations under this Agreement. B. Where the services to be provided by CONTRACTOR under this Agreement are design professional services to be performed by a design professional as that term is defined under Civil Code Section 2782.8, CONTRACTOR shall, to the fullest extent permitted by law, indemnify, release, defend and hold harmless CITY, its officers, and employees, against any claim, demand, suit, judgment, loss, liability or expense of any kind, including attorney's fees, that arises out of, pertains to, or relates to the negligence, recklessness, or willful misconduct of CONTRACTOR in the performance of its duties and obligations under this Agreement. 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 LAWJ 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 anv and all dama9es, liabilities, a 1 penalties, fines and all other consequences from an,\7 noncompliance or violation of an -v laws, ordinances, codes or regulations. 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. 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: Gus Bush Project Manager k-10 City of San Rafael 1400 Fifth Ave. (P.O. Box 151560) San Rafael, CA 94915-1560 Im David Roualdes Project -Director Virtual TuneUp 642 Tamarack Drive 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. UN A. The terms and conditions of this Agreement, all exhibits attached, and all documents expresslv 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. 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. Theprevailin9 pany in action brought to enforce the terms and conditions of -1y 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. CITY BUSINESS LICENSE / OTHER TAXES CONTRACTOR shall obtain and maintain during the duration of this 9 No 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). 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. L Nancy Mack e, City Manager David Roualdes, Contractor ATTEST: APPROVED AS TO FORM: tcii;g 4n kI *,4 Esther C. Beirne, City Clerk Robert F. Epstein, City ttorn,4 Page 9 of 9 DATE (MMiDD/YYYY) ACC -)R" CERTIFICATE OF LIABILITY INSURANCE 01, s. THIS'CERTIFICATE 13 ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER, THIS CER'-T,'IFICA-",-E DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES B'EZLO�' . THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE iSSUING INSURER(S), AUTHORIZED REPT` ESLIT ATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the cortificato holder is an ADDITIONAL INSURED, the psoli ay(ies) mustbe endorsed. If SUBROGATION IS WAIVED, subjec.t to flee tor ms and conditions of the policy, certain policies n -my require an endorsement. A statement on this certificate does riot conferrights to the cectificate holder in lieu of such endorsement's). K�X) CONTACT '�f) NAME: FAX ...................... PHONE 7 14-572-(1-"755 A�C- No) No, E-NIAIL " 've Ste 10" ADDRESS: i zz i i'@fb n a _-a' n INSUREER(SLAFFORDING COVERAGE MAIC # 1-11700 A 9 2 8 '2� G1 5 6 INSURER A - Truck Insurance Exchange -- -------- 2 I IN, S U R E L) tNSURER S Farms rs Insurance Exchange 2 16 LI-y Insurance Company '11687 ROUADES, DAVD INSURER C Nlid Centur, 2 TARAMACKAVE INSURER D: INSURER CA 94903 SAN RAFAE INSURER F: COVERAGES CERTIFICATE NUMBER; REVISION NUMBER: -JAE INSI- I TC THE POI ICIES 0"INSURAW-E LK -TED BELO�lv' HAVE, BEEt-'11 ISSUED TO -1 RED NA'NlED ABOVEE FOR THE POI -ICY PE- P30 i-fl'E' IS -1, C'E-R'; 1"A L A - T TO wrfl�HTHil* N I TERIvt OR C()NDITION OF ANY CONTRAC-r OR OTHER, DOrWJENT WITH RESPEC Nt 1" E-' D ()T,Af1THS'TA11',,2,'0%tG At',IY REQUIRE!'v!ENT, GEF�—k-K—/ATF- tv"I"AY 0,rl- [:S� S U E D 0R MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HER EII,l IS SUBJECT '10 ALL 'H'E C, L N I- I a I �7& LlIN11TS SHOWN'I'vIlAY HIWE EE BN REDUCED BY PAID CLAIryIS, 4S Al'\4D C0NDIT!0t%,ttS OF SL:11�4 -0t IN I�' ` ADDL::SUBR!: POLICY EFF POLIGY EXP L TIS TYPE OrF INSURANCE LIPAITS POLICY NUMBER I`f,1WDD,')"Y) �MfA DD/YYYY).1 -MR: WVD: w. GENERAL LIABILITY1,000,000 EACH C) C C U R R E,',4 C E 75,00il CiAL GE*J`�ERA!-. I'IL1TY R L PREMISES (E $ C' C U I'- Z' 1--�IED EXP (Any one pers�w'i' )01 02/25/201 ^05819413 2?�? 2 5'4 PERSOW'd� F. ADV IN 't li-<Y G E.NERAI- AGC3REGA1mE . ...... - - ---- ....... ,100 001 G:"'-- INVI A G -'R E G AT H' L I Tvl IT AP L F- 5 P E R PROC)UCTS - WvIP10P A -G P -'R 0 - POIJIy LOC CONIBINED LtAUILilSINGLEIIINIIT AUTOMOBILE l fca accident) "I BODDILY IN"JUiRY Per pe"'sonl ANY 4UT;-� ALL 6',ODILY IN !URY A -1 -MOS -"D PROPE RTY MA'A- L/ UNIL�RLLLA LIAB O "URR 'CE CC U R EACH OCC REN EXCESS LIAB C Lik.Vvl IS - N1 A D E AGGREGATE R F VVOR'KERS CO&WENSATI ON AND E'*#1P'L0YER,3' LIABILITY Y; N -f I f k C r in— 17 N'T V L, EAU R EXle. A N (yflandatary in Nyl) 0 1 SE'A VfDiir' L.E (Att,--vzh ACC 111t! eSpi WC -K 06 G U a e U I c. L' I- I "f's C, t- '' L :�(j 'i-, - -S-'an'n+s a'F'�ri en',pioy-i-t� ron,t+- a, v -1 e na rr E, d c-; d Ulujfit'A; 4v nr� r i "v, -1U4A kj"-.C�;J "n, 0;ACVI; 5e, e. n e, trn' E ELLATION CIERTIFIkC"ATE HOLDER CANCt '-'��-'EEF RE SHOULD ANY OF THIE IN'ABOVE' DESCRiSED POLICIES BE C 'E,g-11- -D THE E LL t%"' 'RATION DATE THLREOF, NC, -,CE W1 I B CE XPi ACCORE)ANCE WiTill TIHIE POLICY P)IIZOVISIONSs '-V CD AQ-i-'CFCZE-D RL�,RE6EN—ATVE C 11"ZO '2 (2 0"10; 0 1983-2010 ACORD CORPORATION. Ali rig1hits resorvt"U' —!he AC ORD name and logo are registered iv,arks of ACORD NWBC-R60581-94-1.3 BUSINESSOWN THIS ENDORSEMENT CHANGES T POLICY. PLEA.SE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS fj, t- ndorse, rneint rnodifies i nsurance, provided underthe following: A 1 .4 Name Of Person Or Organization-, CITY' OF SAN RAFAEL SEE E0002 Intorrm-ition required to cornplete this Schedule, if not shown on t.h.is endorsement, will be shown in -the Declarations- ] -he f011owing is. added to Pairagraph C. Who Is An Insured in 1he BU,,sinesssowners Liability Coverage Form: 4. Any person or or anization shown In ME,,, Sched- 9 I tile is also an insured, but only �,svilh respect to ab-ility arising out of your ongoing Operations performled for that insured. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ iT CAREFULLY E3306 C�0 Ist Edition WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US 02/26/14 6 0 581 -94-1 ce prn,,ided undc,-4�r the following: BUSINESSOWERS COW'00N POLICY CONDITIONS - BP 00 09 SCHEDULE N of Person or Organization: CITY OF SRA- FAEL SEE EO 0 0 2 If no a p; pclbove, require-'-d to cor-11plete this- Endorser-nent must be shown in 'the DeC. I a ra tic 1', C11 1-3 lipplicable ta cl I si F, 7 -id o t r. r, i en, t,) in �,V Z , Cor-nmon Policy "i'mdfi Conditio, s d by 1hic enr doseiment as 'ollovvs- I a C' oile '.A L C K. Transfer Of Rights Of Recovery Against Others To ,cTi(Ji i I U s in) Comm -ion Policy Canditions is aryne-rided Eli of the Hovvili 3, We vva ive, (a wy, Ingtht of recovery vve may ha�.le oagainst the Per..on or crgaini-ization s1hown in the Scheduln. above because (111 paymcn'US, we rnake for injury or damage, atrising ®rut of your .1M`0MQ 0�,Mtims or "your work' done under a contraci with iRal Z) I - orp Lia ni d included I n the per-oo r on *,,�l lolls TIM's kv,,aiver applie-s, uct:S-ca af,lplell,Ilj Q"el kl to the c rs a , i or ormnization showin i n 1- Schedu�e. gelcomco GEICO GENERAL INSURANCE COMPANY P.O. Box 509090 San Diego, CA 92150-9090 DAVID P ROUALDES AND AMELIA M ROUALDES 642 TAMARACK DR SAN RAFAEL CA 94903-3319 Named Insured David P Roualdes Amelia M Roualdes Vehicles VIN I Declarations Page This is a description of your coverage. Please retain for your records. Coverage Period: 03-13-14 through 09-13-14 12:01 a.m. standard time at the address of the named insured. I piliq ir gz Chrissy L Milhomernroualdes Kasey M Milhomernroualdes David Roualdes Vehicle Location Finance company/Lienholder 1 2004 Honda Odyssey EX 5FNRL18014BO53225 San Rafael CA 94903 2 1998 Toyota Camry 4T1 BF22KOWU056857 San Rafael CA 94903 -------------------------------------------------------------------------------- -- - - -- ------------------------------------------------------------------------------------------------------------------------------------------------------ 3 1997 Chev ------------ ----- S1 0 Pickup 1 GCCS1 9X3V8200506 San Rafael CA 94903 Coveracies* Limits and/or Deductibles I I I Each Person/Each Occurrence $500,000/$l mil Property Damage Liability $100,000 --------------- -------------- ------------------------ I ---------------------------- - ---------------------------- Medical Payments ........... - ........... — .......................... $57000 ..................... .............................................................. Uninsured & Underinsured Motorists Each Person/Each Occurrence $3001000/$5001000 I -------- ------------------------- --, --------------------------------------- ---------------------------- Comprehensive I -------------------------------------------------------- $250 Ded .......................................................... ..................................................... Collision $500 Ded/Waiver --------- I ------------------------ -------------------------------------- I ------------- Emergency Road Service Full ------------ ------ 000<, AV\ 10� � V k7Z. PROFESSIONAL SERVICES AGREEMENT/CONTRACT ♦k 1% - — COMPLETION CHECKLIST AND ROUTING SLIP 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 p ' rofessional services '4 gr'e'e mlleln ts/colln, t Ira cts. (not just those requiring City Council approval). This process should occur in the order presented below. Step Responsible Description Completion Department Date I City Attorney Review, revise, and comment on draft agreement. 2 Contracting Department Forward final agreement to contractor for their signature. Obtain at least two signed originals from contractor. 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 an -prove form of agreement; bonds, and insurance certificates and Mayor /or endorsements. Agreement by City Manager executed 'ouncil authorized Department Head official. 6 City Clerk City Clerk attests signatures, retains original agreement and forwards copies to the contracting department. To be completed by Contracting Department: Pro *ect Nlaiiaaer: J 4_1 Project Name. = -� ¢ Aaendized for CI*tv CouncilNileetincr of (if necessarN'): Z: 411 t� 4W , a i- -1 If vou have questions on this process, please contact the City Attorney's Office at 48�) -_-)o o. Couiicil approval is required if contract is over S20.000 on a cumulative basis.