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HomeMy WebLinkAboutAgr 2005-04-27 (Sheila Leighton dba Redwood Home Inventory) AGREEMENT FOR PROFESSIONAL SERVICES - ASSET INVENTORY THIS AGREEMENT, made and entered this 27th day of April, 2005, by and between the TOWN OF TIBURON, a political subdivision of the State of California, hereinafter called "Town," and SHEILA LEIGHTON, doing business as Redwood Home Inventory, hereinafter referred to as "Consultant, " RECIT ALS A. The Town owns and operates a wide range of capital assets. To better manage its assets, the Town desires to retain a skilled professional to create a computerized inventory of its property . B. The Consultant is experienced in creating computerized inventories as set forth in this agreement. Therefore, the parties wish to contract for the Consultant to provide the services described in Section 1, below ("Services"), in accordance with all applicable State requirements. AGREEMENT 1. Scope of Consultant Services. Consultant shall perform the following Services A. Create Inventory of Town's Assets: Consultant shall create a computerized inventory spreadsheet detailing Town's_assets to include: computer CPU units, printers, computer monitors network devices, external PC hard drives, CD burners, tape drives, UPS battery back-up devices, telephones, LCD projector, copiers, TV s, VCRs, video cameras, police radios, battery chargers, radio base stations, flatbed scanners, electronic white boards, large saws and construction equipment, cars, trucks, trailers, construction vehicles and other property Client chooses to include. Town shall indicate in writing prior to Consultant's performance what other assets are to be included. Town's property is located in three places: The Tiburon Police Department, The Town Hall and the Public Works yard. T own will provide metallic asset tags which will be affixed to items indicated by Town. Tag numbers will be included in the identifying information about each item. . B. Create Depreciation Schedule: Consultant will develop a depreciation schedule for assets indicated by Town. This will be done in coordination with Town's accounting staff. Town shall indicate in writing prior to Consultant's performance, what assets are to be included in the depreciation schedule. Computer Inventory, Prof Services, ard 4-27-05, consultant's ag..DOC 1 Consultant will not appraise or otherwise supply advice as to what should be documented in this process. The inventory data and the depreciation schedule will be presented in Microsoft Excel spreadsheets. Town will receive these spreadsheets on CD. T own will receive 1 copies of this CD. Printed versions of the inventory and depreciation schedule will be provided upon Town's request. C. Confidentiality: During the term of this Agreement and afterward, Consultant will use reasonable care to prevent the unauthorized use or dissemination of Client's confidential information. 2. Compensation. Town agrees to pay Consultant at the rate of $475 / day (9am to 5pm). Upon execution of this agreement, Town shall pay Consultant $475 as a deposit toward services to be rendered. Upon completion of on-site work, Town shall pay a progress payment of $475. Notwithstanding the foregoing, Town's obligations to compensate Consultant shall not exceed $4,750 unless the Town agrees in writing to pay for Services in excess of said amount. Consultant will present Town with a final invoice with delivery of the completed project. Payments shall be due thirty days after completion of the Services in a manner acceptable to the Town and submission of the final invoice. 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 a negligent act or omission of Consultant's in the performance of the Services pursuant to this Agreement. The Town acknowledges that Consultant will record only information as provided by the Town and is not responsible for the accuracy or completeness of such information. 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 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 Director of Administrative Services, Consultant shall appear at Councilor other hearings that pertain to the Services. Consultant shall be compensated at the rate of $60.00 per hour for such appearances. 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. Computer Inventory, Prof Services, ard 4-27-05, consultant's ag..DOC 2 7. Insurance. Consultant shall maintain insurance as set forth below. Town shall be added as an additional insured to all required insurance policies. The limits set forth below are not intended to operate as a limit to Consultant's liability under Sections 3 and 4 of this Agreement. A. Comprehensive General Liability: Combined single limit of $1,000,000 for each single occurrence and $2,000,000 annual aggregate. B. Comprehensive Automobile Liability: (1) For bodily injury, $100,000 per person and $300,000 per accident; and (2) for damage to property, $50,000. 8. Ownership of Documents: Re-Use: Indemnity. All documents, including drawings and specifications prepared by Consultant pursuant to this Agreement shall be the property of Town. Town acknowledges that said documents are prepared for use only in connection with the Project described in the Exhibit A. Consultant makes no representation that said documents are suitable for re-use on any other project or on any expansion of the Project. Any such re-use by Town without specific written approval by Consultant shall be at Town's sole risk. Town shall indemnify and hold Consultant 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. 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 13. 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. Delinquencv. In the event that a proper invoice remains unpaid for more than 45 days after submittal, Consultant may commence to charge interest of the unpaid amounts at the lesser of 1.5% per month or the maximUm rate allowed under applicable usury laws. In addition, Consultant may suspend the performance of the Services after giving Town 10 days notice of its intent to do so. In the event of such suspension, the Base Fee shall be increased to include Consultant's reasonable costs of suspending and restarting the Services. 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, and Computer Inventory, Prof Services, ard 4-27-05, consultant's ag..DOC 3 Consultant shall be entitled to receive just and equitable compensation equal to her hourly rate of $60/hour for any satisfactory work completed as determined by the Town. 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. To the extent that there are any inconsistencies with prior correspondence between the parties and the provisions 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 under this agreement, Marin County shall be the proper venue for any judicial resolution of said dispute. 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. Computer Inventory, Prof Services, ard 4-27-05, consultant's ag..DOC 4 IN WITNESS WHEREOF the parties hereto have caused their duly authorized representatives to execute this Agreement the day and year above written. CONSULTANT TO /~ ~h- Sheila Leighto Owner, Redwood Home Inventory APPROVED AS TO FORM: 4~~ Ann R. Danforth, Town Attorney Computer Inventory, Prof Services, ard 4-27-05, consultant's ag..DOC 5