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CM Professional Analyst Services February 2021AGREEMENT FOR PROFESSIONAL ANALYST SERVICES JI/ This Agreement is made and entered into this day of 2021, by and between the CITY OF SAN RAFAEL (hereinafter "CITY"), and ETHAN MY (hereinafter "CONSULTANT"). RECITALS WHEREAS, in October 2018, CONSULTANT was hired as a Principal Analyst (Advanced Professional Temp, Fixed -Term) by the CITY. As a Principal Analyst, CONSULTANT was assigned to and managed special projects and tasks covering varying topics such as the Community Development Department budget, housing policy and financing/funding, short-term rentals, and permit streamlining. This fixed -term position has been budgeted for three years through fiscal year 2021/2022; and WHEREAS, in December 2020, CONSULTANT resigned from the Principal Analyst position. CONSULTANT's final date of employment with the CITY is January 29, 2021; and WHEREAS, when serving as a fixed -term employee, CONSULTANT was assigned and managed several high-profile projects. Several of these projects are not complete and/or are currently working through the CITY's public review and final action process. WHEREAS, for consistency and continuity, it is desirable and prudent for the CONSULTANT to continue work and services on these projects through completion or for transition to other CITY staff. AGREEMENT NOW, THEREFORE, the parties hereby agree as follows: PROJECT COORDINATION. A. CITY'S Project Manager. The City 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. 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. Ethan Guy 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. 2. DUTIES OF CONSULTANT. CONSULTANT shall perform the duties and/or provide on an "as needed" basis, as specified in the "Scope of Services" attached hereto as Exhibit "A" and incorporated herein by reference. DUTIES OF CITY. CITY shall pay the compensation as provided in Paragraph 4 of this Agreement. CITY shall provide workspace for CONSULTANT when services are required to be performed at City Hall; access to background information; oversight and direction; network computer access; and other materials necessary for CONSULTANT to perform their duties. 4. COMPENSATION. For the full performance of the services described herein by CONSULTANT, CITY shall pay CONSULTANT an hourly billing rate of $150.00 per hour on a time and materials basis as described in Exhibit "A" Scope of Services. The total budget for compensation shall not exceed $25,000. Payment will be made monthly upon receipt by PROJECT MANAGER of itemized invoices submitted by CONSULTANT. TERM OF AGREEMENT. The term of this Agreement shall be for six (6) months commencing on February 1, 2021 and ending on August 1, 2021. Upon mutual agreement of the parties, and subject to the approval of the City Manager the term of this Agreement may be extended for an additional period of up to six (6) months. 6. TERMINATION. A. Discretionary. Either party may terminate this Agreement without cause upon thirty (30) days written notice mailed or personally delivered to the other party. B. Cause. Either party may terminate this Agreement for cause upon fifteen (15) days written notice mailed or personally delivered to the other party, and the notified party's failure to cure or correct the cause of the termination, to the reasonable satisfaction of the party giving such notice, within such fifteen (15) daytime 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. 7. 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; provided however that with the written consent of the PROJECT MANAGER, CONSULTANT may reuse such documents and materials for purposes unrelated to this Agreement of the CITY. 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. 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. Insurance Waived. During the term of this Agreement, CONSULTANT shall not be required to provide insurance coverage to CITY. 11. INDEMNIFICATION. A. Except as otherwise provided in Paragraph B., CONSULTANT shall, to the fullest extent permitted by law, indemnify, release, defend with counsel approved by CITY, and hold harmless CITY, its officers, agents, employees and volunteers (collectively, the "City Indemnitees"), from and against any claim, demand, suit, judgment, loss, liability or expense of any kind, including but not limited to attorney's fees, expert fees and all other costs and fees of litigation, (collectively "CLAIMS"), arising out of CONSULTANT'S performance of its obligations or conduct of its operations under this Agreement. The CONSULTANT's obligations apply regardless of whether or not a liability is caused or contributed to by the active or passive negligence of the City Indemnitees. However, to the extent that liability is caused by the active negligence or willful misconduct of the City Indemnitees, the CONSULTANT's indemnification obligation shall be reduced in proportion to the City Indemnitees' share of liability for the active negligence or willful misconduct. In addition, the acceptance or approval of the CONSULTANT's work or work product by the CITY or any of its directors, officers or employees shall not relieve or reduce the CONSULTANT's indemnification obligations. In the event the City Indemnitees are made a party to any action, lawsuit, or other adversarial proceeding arising from CONSULTANT'S performance of or operations under this Agreement, CONSULTANT shall provide a defense to the City Indemnitees or at CITY'S option reimburse 3 the City Indemnitees their costs of defense, including reasonable attorneys' fees, incurred in defense of such claims. B. Where the services to be provided by CONSULTANT 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, then, to the extent permitted by law including without limitation, Civil Code sections 2782, 2782.6 and 2782.8, CONSULTANT shall indemnify and hold harmless the CITY and its officers, officials, and employees (collectively City Indemnitees) from and against damages, liabilities or costs (including incidental damages. Court costs, reasonable attorney's fees as may be determined by the Court, litigation expenses and fees of expert witnesses incurred in connection therewith and costs of investigation) to the extent they are caused by the negligence, recklessness, or willful misconduct of CONSULTANT, or any subconsultants, or subcontractor or anyone directly or indirectly employed by them, or anyone for whom they are legally liable (collectively Liabilities). Such obligation to hold harmless and indemnify any indemnity shall not apply to the extent that such Liabilities are caused in part by the negligence or willful misconduct of such City Indemnitee. C. 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. 12. 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. 13. 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. 14. 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 Agreement, to the other party. 15. NOTICES. All notices and other communications required or permitted to be given under this Agreement, including any notice of change of address, shall be in writing and given by personal delivery, or deposited with the United States Postal Service, postage prepaid, addressed to the parties intended to be notified. Notice shall be deemed given as of the date of personal delivery, or if mailed, upon the date of deposit with the United States Postal Service. Notice shall be given as follows: TO CITY's Project Manager: TO CONSULTANT's Project Director: 16. INDEPENDENT CONTRACTOR. Jim Schutz, City Manager City of San Rafael 14005 1h Avenue San Rafael, CA 94901 Ethan Guy 2140 Oregon Street Berkeley, CA 94705 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. 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 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. 18. 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. 19. WAIVERS. The waiver by either party of any breach or violation of any term, covenant, or condition of this Agreement, or of any ordinance, law, or regulation, shall not be deemed to be a waiver of any other term, covenant, condition, ordinance, law, or regulation, or of any subsequent breach or violation of the same or other term, covenant, condition, ordinance, law, or regulation. The subsequent acceptance by either party of any fee, performance, or other consideration which may become due or owing under this Agreement, shall not be deemed to be a waiver of any preceding breach or violation by the other party of any term, condition, covenant of this Agreement or any applicable law, ordinance, or regulation. 20. COSTS AND ATTORNEY'S FEES. The prevailing party in any action brought to enforce the terms and conditions of this Agreement, or arising out of the performance of this Agreement, may recover its reasonable costs (including claims administration) and attorney's fees expended in connection with such action. 21. CITY BUSINESS LICENSE / OTHER TAXES. CONSULTANT shall obtain and maintain during the duration of this Agreement, a CITY business license as required by the San Rafael Municipal Code 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). 22. 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. 23. APPLICABLE LAW. The laws of the State of California shall govern this Agreement. 24. COUNTERPARTS AND ELECTRONIC SIGNATURE. This Agreement may be executed by electronic signature and in any number of counterparts, 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. IN WITNESS WHEREOF, the parties have executed this Agreement as of the day, month and year first above written. CITY OF SAN RAFAEL y JIM SC UTZ, City Jer ATTEST: O •/ /at4ir 9. _ �r LINDSAY LARA, City Clerk APPROVED AS TO FORM: ROBERT F. EPSTEIN, City ttorney Attachment: Exhibit "A" - Scope of Work CONSULTANT By: f9 � Name: Ethan Guy Title: By: Name: Title: Exhibit A- Ethan Guy On -Call Policy Analysis & Management Services Rate: $150/ hour for services and any reimbursable expenses shall be billed at cost. Scope of Work: On-call policy analysis and management services related to the following tasks: • Policy analysis and Community Outreach related to amendments to the City of San Rafael's existing Inclusionary Housing program and other projects related to the Housing Work Plan; • State and Federal Grant application preparation and reporting; • Short -Term Rental program support; • Economic Development and Community Development Block Grant management; • Community Development budget preparation and miscellaneous support. RAF,q�` 1 /ly WITH I" tf�y 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 Manager Project Manager: City Manager Extension: 3475 Contractor Name: Ethan Guy Contractor's Contact: Ethan Guy Contact's Email: ❑ FPPC: Check if Contractor/Consultant must file Form 700 Step RESPONSIBLE DESCRIPTION COMPLETED REVIEWER DEPARTMENT a. Email PINS Introductory Notice to Contractor DATE Check/Initial 1 Project Manager n/a b. Email contract (in Word) and attachments to City Attorney c/o Laraine.Gittens@cityofsanrafael.org ❑ 2 City Attorney a. Review, revise, and comment on draft agreement Cl ,1- he e to and return to Project Manager ei Fate. ❑ b. Confirm insurance requirements, create Job on PINS, send PINS insurance notice to contractor n/a 3 Department Director Approval of final agreement form to send to ❑ Project Manager contractor Forward three (3) originals of final agreement to 4 ❑ Project Manager contractor for their signature When necessary, contractor -signed agreement 5 ® 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 ire 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 0-�—agreement�2g) 7 City Attorney Review and approve hard copy of signed City Attorney Review and approve insurance in PINS, and bonds 8 I 7A► �Z) �f (for Public Works Contracts) / 9 City Manager/ Mayor Agreement executed by City Council authorized official Attest signatures, retains original agreement and p� 10 City Clerk forwards copies to Project Manager