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HomeMy WebLinkAboutAgr 2020-08-01 (Pavement Engineering Inc)AGREEMENT BETWEEN THE TOWN OF TIBURON AND PAVEMENT ENGINEERING, INC., FOR THE PROVISION OF ENGINEERING SERVICES THIS AGREEMENT, made and entered this __ day of August, 2020, by and between the TOWN OF TIBURON, a political subdivision of the State of California, hereinafter called "Town," and Pavement Engineering, Inc., hereinafter referred to as "Engineer," RECITALS A. The Town requires civil engineering services for the Trestle Glen Boulevard Class II Bikeway Project (Project). B. Engineer has the skill, experience, ability, background, certification and knowledge to provide the Town with civil engineering services. C. The parties wish to contract for the Engineer to provide civil engineering services to the Town as provided herein. AGREEMENT l. Scope of Engineer Services. Engineer shall provide civil engineering services for the Project to the Town as described in Exhibit 1 ("Services"). 2. Compensation. Engineer's compensation for the Services shall be as set forth in Exhibit 1. Services will be billed on a time and materials basis not to exceed $5,360 (five thousand three hundred sixty dollars). 3. Engineer as Independent Contractor. Engineer (including its agents and employees) is not an agent or employee of the Town. Engineer is an independent contractor not subject to the direction and control of the Town. Without limiting the foregoing, Engineer_shall maintain complete control of its operations and personnel and shall be solely liable and responsible to pay all required salaries, wages, expenses, taxes and other obligations, including, but not limited to, withholding and Social Security. 4. Standard of Work: Indemnity. Engineer shall perform the services in a skillful and professional manner compatible with the usual, customary standard of Engineer's profession. Engineer shall indemnify, defend and hold Town hannless from and against claims, liabilities, suits, loss, cost, expense and damages ( collectively, "Claims and Losses") to the extent that such Claims and Losses arise from Engineer's negligent act or omission or willful misconduct in performing the Services pursuant to this Agreement. In the event that other parties are found to share responsibility for the Claims and Losses due to their negligent act or omission or willful misconduct, Engineer's liability under this paragraph shall not exceed its proportionate share of responsibility for the Claims and Losses relative to such other parties. 5. Audit of Books and Records. Town may, in its sole discretion, undertake an independent audit and/or evaluation of the Engineer's records and accounts of expenditures and activities of Engineer's perf01mance under this Agreement at Town's own expense. All such records shall be maintained for period of at least three years after the termination of this Agreement. Engineer shall furnish all items necessary in the Town's discretion to complete said audit and/or evaluation subject to restrictions on confidentiality limited to expenditure or receipt of program funds, and program quality. 6. Insurance. Engineer shall maintain insurance as set forth below. 7. A. Comprehensive General Liability: Combined single limit of $1,000,000 for each single occmTence for bodily injury, personal injury and property damages; umbrella policy raising the limit to $2,000,000. B. Comprehensive Automobile Liability: Combined single limit of $1,000,000 for each single occurrence for bodily injury and property damages; umbrella policy raising the limit to $2,000,000. C. Engineers Professional Liability: Combined single limit of $250,000 for each single occunence for protection against claims alleging negligent acts, en-ors and omissions. D. Workers' Compensation Coverage: As required by the laws of the State of California. E. The insurance required under paragraphs A and B, above, shall be endorsed with language covering the Town, its officials, officers, employees, agents and volunteers. Such coverage shall be primary insurance to the Town, its officials, officers, employees, agents and volunteers and shall act as though a separate policy had been written for each. Any failure to comply with the reporting requirements of the policies shall not affect coverage provided to the Town, its officials, officers, employees, agents and volunteers. F. The insurance required by this Paragraph shall not be suspended, voided, canceled or reduced in coverage or in limits except after the Town has received thirty days written notice. G. Evidence of compliance with the insurance and endorsement requirements of this Paragraph shall be subject to the approval of the Town Attorney. Ownership of Documents: Re-Use; Indemnitv. All plans, studies, documents and other writings prepared for and by Engineer, his officers, employees and agents and subcontractors in the course of performing the Services shall be the property of Town and Town shall have the sole tight to use such materials in its discretion without further compensation to Engineer or to any other party. Engineer shall, upon request, provide such materials to Town. Town acknowledges that such documents prepared pursuant to this Agreement are intended for use only in connection with particular projects. Engineer makes no representation that said documents are suitable for re-use on any other project or on any expansion of the original project. Any such re-use by Town without specific written approval by Engineer shall be at Town's sole risk. Town shall indemnify and hold Engineer harmless from all claims, losses, damages and expenses, including attorneys fees, that may arise from Town's unauthorized re-use of said documents for another project or for any expansion of the Project. 8. Interest of Engineer. Engineer covenants and represents that he does not have any economic interest and shall not acquire any economic interest, direct or indirect, in the area covered by th'is Agreement that would be affected in any man11er or degree by the perfonnance of the Services. Engineer further covenants and represents that in the performance of its duties, no person having any such interest shall perfonn any services under this Agreement. Engineer will comply with the Town's Conflict of Interest code. 9. Licenses. Engineer represents and warrants to Town that he has all licenses, pem1its, qualifications, insurance and approvals of whatsoever nature that are legally required of Engineer to practice his profession. Engineer represents and wanants to Town that he shall, at his sole cost and expense, keep in effect or obtain at all times during the term of this Agreement, any licenses, permits, insurance and approvals that are legally required of Engineer to practice his profession. 10. Contract Term; Termination of Contract. This Agreement shall terminate as agreed by the parties or terminated pursuant to this Section or Section 11. Town may terminate this Agreement immediately for cause. Either party may terminate this Agreement without cause upon 10 days written notice of termination to the other paiiy. In event of termination, Engineer shall deliver to the Town copies of all finished and unfinished surveys, studies, documents, computer disks, and/or repo1is pertaining to the Services. Engineer shall be entitled to receive just and equitable compensation for any satisfactory work completed as determined by the Town. 11. Stop Work Order. Town may at any time, by written notice to Engineer ("Stop Work Order"), require Engineer to stop or suspend performance of the Services, in whole or in part, for a period of up to ninety days after such notice is delivered to Engineer. Upon receipt of the Stop Work Order, Engineer shall immediately comply therewith and take all reasonable steps to minimize the incmTence of costs allocable to the Services covered by the Stop Work Order during the period of work stoppage. Within ninety days of the delivery of the Stop Work Order, or such later time as may be agreed to by the parties, Town shall either (a) cancel the Stop Work Order; (b) cancel those the authorization for those Services covered by the Stop Work Order; or (c) terminate this Agreement as provided in Paragraph 10. Engineer shall resume work upon the cancellation of the Stop \,\/ork. ()rd.er, To t11e extent that the Stop \Vork Order resuits in a doctanentab]e increase in the cost of perflmning the Services or the time required for such performance, Engineer shall receive an t:quitable adjustment in compensation. 12. Discrirn.ination. In the performance of the terms of this Agreement Enginet~r shall not engage in nor permit others he may employ to engage in discrimination in the en1ployrne11t of stLci1 persons based on race'.' color,, religion, sex~ sexual preference~ ,1ge, or handicapped conditions. 13. Mediation. The parties \YiU make a good faith attempt to resolve any disputes arising from this Agreement through mediation prior to initiating litigation. The parties shall mutually agree upon a mediator and shall share the costs of mediation equaily. If the parties are unable to agree upon a mediator, the dispute shall be submitted to JAMS/END1SPUTE ("JAMS") or its successor in interest. JAMS shall provide the parties with the names of five qualified mediators. Each paiiy shall have the option to strike two ofi:he five mediators seiectecl by JAMS and the mediator thereafter remaining shall hear the dispute. 14. Miscellaneous. A. Governing Law. The laws of the State of California shall govern this Agreement. B. Severability. If any provision of tbis Agreement is found to be invalid or unenfr)rceable, the validity and enft1rc.eability of the remaining portions shall not be affected unless the effect thereof vvould mate1ially change the economic burden on either party. C D. Successors in Interest· Assignment. This Agreement shall be binding on the assigns and successors in interest to both parties. Neither party may assign their obligations under this Agreement without the written consent of the other party. Fntire Agreei.nent: Amendment. This Agreement represents the entire Agreement between the parties. This Agreement may only be amended in writing. 15. This AgTeement includes the following Exhibit, which is attached hereto and incorporated herein by reference: Exhibit 1 Scope of Work and Fee Schedule IN WITNESS WHEREOF the parties hereto have caused their duly authorized representatives to execute this Agreement the day and year above written. PAVEMENT ENGINEERING, INC. TOWN OF TIBURON By\ -----+-------· · 10 ~ RIRIE, P.E. Senior Principal Engineer/President APPROVED AS TO FORM: BENJAMIN STOCK Town Attorney ( Tow Manager Exhibit 1 Trestle Glen Boulevard Class II Bikeway Preliminary Study Scope of Services Pavement Engineering Inc. (PEI) will prepare an exhibit, typical sections and an engineering estimate for use in the grant application for the Trestle Glen Boulevard Class H Bikeway Project. The exhibit will consist of aerial imagery with basic linework showing limits of existing roadways, bike lanes and pedestrian pathways, as well as the new traffic striping, pavement markings and roadside signage layout. Typical sections will detail proposed vehicular and bike lane widths. Anticipated construction costs with estimated quantities and unit prices of striping and signage elements will be provided. Fee Schedule Task 1 -Preparation of Exhibit, Typical Sections, and Estimate Position Units Rate Senior Principal Engineer 2 $240 / hour Assistant Engineer 16 $160 I hour Senior Engineering Technician 16 $145 / hour Total Estimated Fees $5,360 Total $480 $2,560 $2,320