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HomeMy WebLinkAbout4856_001AGREEMENT FOR CONSULTING SERVICES - DOWNTOWN IMPROVEMENT FACILITATION PROCESS This AGREEMENT is made and entered this day of , 2011, by and between, the TOWN OF TIBURON, a municipal corporation, herenafter referred to as "Town," and BMS Design Group, a California partnership, hereinafter referred to as "Consultant." RECITALS A. The Town of Tiburon is undertaking a facilitated community process focused on improving the vibrancy and success of Downtown Tiburon. B. The Town has determined that an outside consultant with specific expertise in Downtown revitalization issues and facilitation processes is required in order to complete the task in a timely manner, and has determined that Consultant is qualified to perform the work. C. The parties wish to contract for Consultant to provide the services described in Exhibit A ("Services"), which is attached hereto and incorporated herein by reference. AGREEMENT L Scope of Consultant Services. Consultant shall perform those Services described in Exhibit A. Consultant may subcontract out certain of the Services to other Consultants only as if previously approved in writing by Town. In the event of such subcontracting, Consultant shall remain responsible for the full performance of such services. 2. Compensation. Consultant's fee for the Services shall be as set forth in Exhibit A. Payments shall be due thirty days after submission of an itemized invoice showing work properly completed. Consultant shall submit invoices on a monthly basis for time and materials actually expended. Compensation for all Services shall not exceed $26,370 unless the Town approves a written amendment to this Agreement. 3. Standard of Work; Indemnity. Consultant shall perform the services in a skillful and professional manner compatible with the usual, customary standard of Consultant's profession. Consultant shall indemnify, defend and hold Town harmless from and against claims, liabilities, suits, loss, cost, expense and damages to the extent caused by any negligent act or omission of Consultant's in the performance of the Services pursuant to this Agreement. 4. Consultant as Independent Contractor. Consultant (including its agents and employees) is not an agent or employee of the Town but is an independent contractor not subject to the direction and control of the Town. Without limiting the foregoing, Consultant shall Agreement for Downtown Facilitation Consultant #2 1 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. 5. Attendance at Hearings. If requested by the Town Manager, Consultant shall appear at official hearings or meetings that pertain to the Services, in addition to those specified in the Services. In such event, Town shall reimburse Consultant for such appearance(s) at the hourly rate specified in Exhibit A. 6. Audit of Books and Records. Town may, in its sole discretion, undertake an independent audit and/or evaluation of the Consultant's records and accounts of expenditures and program activities at its own expense. Consultant 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. 7. Insurance. Consultant shall maintain insurance as set forth below. Town shall be added as an additional insured to all required insurance policies such that the coverage provided to the Town is primary and non-contributory: A. Comprehensive General Liability: Combined single limit of $1,000,000 for each single occurrence and $1,000,000 annual aggregate. B. Comprehensive Automobile Liability: Combined single limit of $1,000,000 for each single occurrence and $1,000,000 annual aggregate. 8. Ownership of Documents. All documents, including drawings, maps and reports prepared by Consultant pursuant to this Agreement shall be the property of Town. 9. Stop Work Order. Town may at any time, by written notice to Consultant ("Stop Work Order"), require Consultant 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 Consultant. Upon receipt of the Stop Work Order, Consultant shall immediately comply therewith and take all reasonable steps to minimize the incurrence 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 cancel the Stop Work Order or terminate this Agreement as provided in Paragraph 11. Consultant shall resume work upon the cancellation of the Stop Work Order. To the extent that the Stop Work Order results in a documentable increase in the cost of performing the Services or the time required for such performance, Consultant shall receive an equitable adjustment in compensation or an extension of time for performance, as appropriate. 10. Delinquency. In the event that a proper invoice remains unpaid for more than sixty (60) days after submittal, Consultant may commence to charge interest on the unpaid amounts at the lesser of one and one-half percent (1.5%) per month or the maximum rate allowed under applicable usury laws. In addition, Consultant may suspend the performance of the Services Agreement for Downtown Facilitation Consultant #2 2 after giving Town ten (10) days notice of its intent to do so. 11. Termination of Contract. It is expressly understood that either party shall have the right to terminate this agreement within five (5) days written notice to the other party. In such event, Consultant shall deliver to the Town copies of all finished and unfinished surveys, studies, documents, computer disks, and/or reports pertaining to the contract (collectively, "Materials"), and Consultant shall be entitled to receive just and equitable compensation for any satisfactory work completed as determined by the Town. Town shall indemnify, defend and hold Consultant harmless from all claims, losses, damages and expenses, including attorneys fees, arising from the use of the Materials by Town and any third party for (1) completion of the services described in Exhibit A by a third party; or (2) construction without the participation of Consultant. Notwithstanding the foregoing, in the event that a court of competent jurisdiction (or an arbitrator, should the parties agree to submit the matter to arbitration), finds that the Consultant is solely liable for a claim, loss, damage or expense, this obligation to indemnify, defend and hold harmless shall not apply. 12. Discrimination. In the performance of the terms of this Agreement, Consultant shall not engage in nor permit others he may employ to engage in discrimination in the employment of such persons based on race, color, religion, sex, sexual preference, age, or handicapped conditions. 13. Miscellaneous. A. Other Contract Provisions. Other contract provisions may be set forth in Exhibit A. To the extent that there are any inconsistencies with such Exhibit and the other portions of this Agreement, the latter shall prevail. B. Governing Law; venue. The laws of the State of California shall govern this Agreement. In the event that a dispute arises regarding this Agreement, the judicial venue for resolution of said dispute shall be Marin County, California. C. Severability. If any provision of this Agreement is found to be invalid or unenforceable, the validity and enforceability of the remaining portions shall not be affected unless the effect thereof would materially change the economic burden on either party. 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. E. Entire Agreement; Amendment. This Agreement represents the entire Agreement between the parties. This Agreement may only be amended in writing. Agreement for Downtown Facilitation Consultant #2 3 IN WITNESS WHEREOF the parties hereto have caused their duly authorized representatives to execute this Agreement the day and year above written. CONSULTANT (BMS Design Group) By: Barbara Maloney Its: Partner APPROVED AS TO FORM: Ann Danforth, Town Attorney Town of Tiburon TOWN OF TIBURON By: Margeat A. Curran Its: Town Manager Attachment: Exhibit A (Letter from BMS Design Group Containing the Scope of Work and Budget Plan, dated February 3, 2011 (four pages) S: IPlanninglStaffFolderslsandersonWgreernents for ServicesWgreement for Downtown Facilitation Consultant#2.doc Agreement for Downtown Facilitation Consultant #2 4 February 3, 2011 Margaret A. Curran Tiburon Town Manager 1505 Tiburon Boulevard Tiburon, CA 94920 Re: Downtown Tiburon Vibrancy Project Dear Peggy: Following is our scope of work for this project. We look forward to working with you on this project. Task 1 Review of Existing Conditions BMS Design Group will review all documents, plans, studies and reports made available by the Town of Tiburon that might be relevant to the Downtown Tiburon Vibrancy Project. Any preliminary plans by property owners should be included. BMS will also visit the site and document site conditions so as to familiarize key personnel with conditions and issues. A meeting with staff will also be conducted to review information and clarify any questions. Aerial photographs and basic site plans of the downtown study area will be prepared from materials provided by staff for use in the Business Leader and Community meetings.. Schedule: January 18 — February 4 Task 2 Prepare Materials for Business Leaders Meeting BMS will prepare materials for the meeting. This will include aerial photographs and plans of the existing downtown area. In addition, photographs of downtown Tiburon and elements of other potentially comparable small town downtowns will be provided as a basis for group discussions. Schedule: January 24 — February 9 414 Jackson Street, Suite 404, San Francisco, CA 94111 T. (415) 249 0130 F. (415) 249 0132 www,bmsdesigngroup.com 498 Jordan Street, Nevada City, CA 959.59 T. (530) 264'7033 urban design landscape architecture campus planning land planning Task 3 Business Leaders Meeting BMS, with staff assistance, will facilitate an interactive workshop. This will be a hands-on session with the stakeholder group reviewing the survey conducted previously, issues, and goals. In addition BMS will facilitate a discussion regarding a long term vision for the downtown. The agenda will likely include: • Introductions • Existing Conditions Review • Identification of Issues • Elements and Concepts for Tiburon • Ideas, Goals, Objectives • Initial Priorities. Schedule: February 10 Task 4 Prepare Materials for Community Meeting BMS will prepare materials for the community meeting. It is envisioned that the community meeting will build upon the work of the stakeholders but will also be organized to allow the community to provide input to confirm issues, ratify goals, and articulate their range of visions for the downtown and for potential management, design and development opportunities. Materials will include sketch plans diagrams as well as the materials prepared for the stakeholder meeting. The final agenda will be discussed and agreed to with staff. Schedule: February 11 March 9 Task 5 Community Meeting BMS, with staff support, will conduct a community meeting. This meeting will be organized to achieve several goals: • Verify the goals and issues identified by the stakeholders • Involve the community in articulating possible improvements to the downtown • Narrow the potential range of improvements to a consistent vision for the future of Downtown Tiburon. The agenda is likely to include: o Introduction and Purpose o Review of Existing Conditions o Opportunities for Downtown Tiburon o Small or Large Group Work Sessions urban design landscape architecture campus planning land planning o Evaluation and Summary Schedule: February 10. Task 6 Summary BMS will compile the materials prepared for delivery to staff. This will include any plans or printed materials, powerpoint presentations and any other graphics prepared for or during the public meetings. BMS will provide a brief summary and explanation of the materials. Further refinement or expansion of this into a report would be beyond this scope of work. Schedule: March 10 —March 31. Sincerely, Barbara Maloney Partner urban design landscape architecture campus planning land planning Tiburon Downtown Vibrancy Project Project Budget January 14, 2011 P.rtmr �g•r Hourly Rate Tasks 1 Review of Existing Conditions 8 5 32 32 6 6 2 Prepare Materials for Business Conwunity Meeting 4 . 3 Business ComrYunity Meeting 4 40 8 4 mrxu Prepare Materials for Covty Meeting 6 4 5 Cormxxvty Meeting 4 4 24 6 Srrmary 36. 136, 24 Subtotal H urs: a; 2CO.�ubtalzf 80 Ft: - $267120 Total Task 1 Fee Total Professional Services Expenses $ 500 Repro $ 100 Misc Total Expenses Total Estimated Fee J $26,370