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FD GIS Training ServicesAGREEMENT FOR PROFESSIONAL SERVICES FOR GIS TRAINING SERVICES This Agreement is made and entered into this 20th day of March , 20 21 , by and between the CITY OF SAN RAFAEL (hereinafter "CITY"), and RICHARD KOS (hereinafter "CONTRACTOR"). RECITALS WHEREAS, CITY requires Geographic Information Systems (GIS) training in order to provide assistance in conducting vegetation management projects and defensible space inspections for the purpose of protection against wildfires; and WHEREAS, CONTRACTOR has the expertise to perform the required services; AGREEMENT NOW, THEREFORE, the parties hereby agree as follows: PROJECT COORDINATION. A. CITY'S Project Manager. Galvin Albertoli, Vegetation Management Specialist, 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. Richard Kos 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 perform the duties and/or provide services as set forth in the GIS Training Request Document attached hereto as Exhibit A and incorporated herein by reference. 3. DUTIES OF CITY. CITY shall pay the compensation as provided in Paragraph 4 and perform the duties set forth in the GIS Training Request Document attached hereto as Exhibit A and incorporated herein by reference. 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 following rates: • Instructor: $120 per hour for instruction; $60 per hour for preparation • Instructor's Assistant: $40 per hour • Driving and meal costs: $50 per person per day • Other costs: Actual costs; receipts to be provided by CONTRACTOR Payment will be made upon receipt by PROJECT MANAGER of itemized invoices submitted by CONTRACTOR at a total cost not to exceed $2,500. 5. TERM OF AGREEMENT. The term of this Agreement shall commence upon the date of the agreement and end on June 30, 2021. 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. 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. 8. 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. 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. 10. 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. 11. 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. 12. 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: Gavin Albertoli City of San Rafael 1375 Fifth Avenue San Rafael, CA 94901 Richard Kos 599 3rd Street #204 San Francisco, CA 94107-3802 13. 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. 14. 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. 15. 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. 16. 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. 17. 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. 18. 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). 19. 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. 20. APPLICABLE LAW. The laws of the State of California shall govern this Agreement. 21. COUNTERPARTS AND ELECTRONIC SIGNATURE. This Agreement may be executed 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 CONTRACTOR 4-� DARIN WHITE, Fire Chief By: / Name: Richard Kos Title: Contractor; Sole Proprietor [If CONTRACTOR is a corporation, add signature of second corporate officer] APPROVED AS TO FORM: Name: Title: Ld. U" ROBERT F. EPSTEIN, Cit Attorney yP?r�gF +„ FIRE DEPARTMENT a FIRE CHIEF, DARIN WHITE EXHIBIT A PHONE: (415) 485-3304 FAX: (415) 453-1627 San Rafael Fire Department GIS Training Request Learning Objectives: San Rafael Fire Department is seeking basic GIS knowledge and skills training for our Wildfire Prevention team. All of our Wildfire Prevention staff (up to 15 employees) will need elementary training on GIS concepts and basic ArcGIS Online software concepts. By the end of the training, employees should be able to import data, open basemaps, query, add layers, change layer properties, perform basic map presentation functions, and export maps. Additionally, three employees (two Wildfire Prevention staff plus the Department's Environmental Management Coordinator) will need refresher training on how to create maps and charts and analyze data in ArcMap with a GIS Desktop Basic license. By the end of the training, employees should be able to perform the same activities listed above plus add/select attributes, edit data, perform basic geoprocessing tasks (e.g., buffering), geocode data, and generate visually appealing maps. Desired Training Dates: ArcGIS Desktop (ArcMap): Late March to early April 2021 during business hours. Expectation is that training can be completed in no more than two (2) sessions of no more than four (4) hours each. ArcGIS Online: Early to mid-May 2021 during business hours. Expectation is that training can be completed in one (1) session of no more than four (4) hours. Software/Hardware Needed: Trainees will have their own computers with licensed ArcGIS Desktop and/or ArcGIS Online authorizations. If training is virtual, instructor is expected to provide videoconferencing platform that allows for maximum possible interactivity with instructor and responsiveness to trainee questions. Compensation: Appropriate compensation available. Quotation requested. Contacts: Contracting/Scheduling: David Catalinotto, david.catalinotto@cityofsanrafael.org, (415) 686-4913 GIS Licensing: Zachary Baron, zak.baron@citvofsanrafael.org, (415) 458-3366 Alternate Contact: Gavin Albertoli, gavin.albertoli@citvofsanrafael.org, (415) 485-3457 oa� lfflssiow .. & to i7,5 CITY OF SAN RAFAEL 1 1375 FIFTH AVENUE, SAN RAFAEL, CALIFORNIA 949011 WWW.SRFD.ORG Kate Colin, Mayor - Maribeth Bushey Vice Mayor - Elias Hill Councilmember - Maika Llorens Gulati, Councilmember - Rache Kertz Councilmember RAP 1, ' 2 s �/T y w I T H p el \Li CONTRACT ROUTING FORM INSTRUCTIONS: Use this cover sheet to circulate all contracts for review and approval in the order shown below. TO BE COMPLETED BY INITIATING DEPARTMENT PROJECT MANAGER: Contracting Department: Fire Project Manager: Gavin Albertoli Contractor Name: Richard Kos Contractor's Contact: Richard Kos ❑ FPPC: Check if Contractor/Consultant must file Form 700 Extension: 3457 Contact's Email: rkos@baygeo.org Step R RESPONSIBLE DESCRIPTION T COMPLETED T REVIEWER DEPARTMENT DATE Check/Initial n/a ❑ 1 Project Manager a. Email PINS Introductory Notice to Contractor 3/17/2021 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 3/19/2021 ❑X LG and return to Project Manager 3/19/2021 X LG b. Confirm insurance requirements, create Job on (N/A) Department Director PINS, send PINS insurance notice to contractor Approval of final agreement form to send to 3 3/19/2021 ❑ _ Project Manager contractor 4 Forward three (3) originals of final agreement to ❑ 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 PRINT Project Manager Date of City Council approval enter a date CONTINUE ROUTING PROCESS WITH HARD COPY 6 Forward signed original agreements to City 3/22/2021 City Attorney Attorney with printed copy of this routing form )62-( 7 Review and approve hard copy of signed agreement 8 City Attorney Review and approve insurance in PINS, and bonds 3 f 23%2 (for Public Works Contracts) 9 City Manager/ Mayor Agreement executed by City Council authorized �f official Attest signatures, retains original agreement and forwards 10 City Clerk t / 'v copies to Project Manager