Loading...
HomeMy WebLinkAboutAgr 2004-12-01 (Leonard Charles & Assoc.) AGREEMENT FOR ENVIRONMENTAL PLANNING SERVICES - CONGREGATION KOL SHOFAR EXPANSION PROJECT .~r THIS AGREEMENT, made and entered this I-day of December, 2004, by and between the TOWN OF TIBURON, a political subdivision of the State of California, hereinafter called "Town," and Leonard Charles and Associates, hereinafter referred to as "Consultant," RECITALS A. The Town is considering a proposal to expand an existing religious facility on property located at 215 Blackfield Drive in the Town of Tiburon, commonly known as the Congregation Kol Shofar project ("Project"). B. The Town has determined that under the California Environmental Quality Act, Public Resources .Code ~~ 21000 et seq. ("CEQA"), the Project requires an initial study and EIR to analyze the environmental impacts resulting from the project. C. The parties wish to contract for the Consultant to provide the services described in Exhibit A ("Services"), which is attached hereto and incorporated herein by reference, in accordance with CEQA. AGREEMENT 1. 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 may be approved in advance 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 actually completed. Consultant shall submit invoices on a monthly basis for time and materials actually expended. Consultant shall not exceed the fee set forth in Exhibit A without prior Town approval of an 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 indemn.ifY, defend and hold Town harmless from and against claims, liabilities, suits, loss, cost, expense and damages arising from Consultant's willful or negligent acts relating to the performance of the Services pursuant to this Agreement. 4. Consultant as Independent Contractor~ Indemnity. 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 Agreement for Professional Service Congregation Kol Shofar Project December, 2004 1 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. Consultant shall indemn.ifY, defend and hold the Town harmless from any such liability that it may incur to the Federal or State Governments as a consequence of this contract. 5. Attendance at Hearings. Ifrequested by the Town Director of Community Development, Consultant shall appear at litigation and/or administrative hearings that pertain to the Project. 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: 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: Combined single limit of$1 ,000,000 for each single occurrence and $2,000,000 annual aggregate. 8. Ownership ofDocuments~ 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 indemn.ifY 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 11. Agreement for Professional Service Congregation Kol Shofar Project December, 2004 2 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 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 Consultant shall be entitled to receive just and equitable compensation 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. 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. The laws of the State of California shall govern this Agreement.. 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 Professional Service Congregation Kol Shofar Project December, 2004 3 IN WITNESS WHEREOF the parties hereto have caused their duly authorized representatives to execute this Agreement the day and year above written. ~eAvJ CONSULTANT APPROVED AS TO FORM: " . -7' .7. / /~ ..-- /Y/(/- /// /" --------- .- ~ .' /" /';7 7.. /Z-- inn R. Danforth, Town Attorney Agreement for Professional Service Ling Project March, 2004 4