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HomeMy WebLinkAboutAgr 2007-08-31 (Margen & Associates) AGREEMENT FOR PROFESSIONAL SERVICES - ACCESSIBILITY REVIEW FOR IMPROVEMENTS OF PATHS" STEPS" AND LANES . THIS AGREEMENT, made and entered this.aL1ay of ~(rj+- ,2007, by and between the TOWN OF TIBURON, a political subdivision of the State of Cali fomi a, hereinafter called "Town,"-and MARGEN & ASSOCIATES, hereinafter referred to as "Consultant," RECIT ALS A. The Town desires to retain a qualified and competent accessibility design consultant to provide preliminary review of accessibility issues in connection with the Town's proposed paths, steps, and lanes improvement project. B. The Consultant has the skill nd ex erience to undertake the .rev:iew. Consultant has submitted a proposal, dated \A 0 , 2007, as set forth in Exhibit A, which is attached hereto and incorporate herein by reference. The parties wish to contract for the provision of services as described in this Agreement. The terms in Exhibit A do not apply. AGREEMENT 1. Scope of Consultant Services. Consultant shall perform the services described in its Proposal, as set forth in Exhibit A, which is attached hereto and incorporated herein by , reference ("Services"). The Consultant shall execute the work in a timely manner and as requested by the Town. 2. Compensation. Town agrees to pay Consultant as set forth in Proposal, up to a maximum of $2,500. Consultant's total compensation shall not exceed this maximum 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 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. 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 To\Yl1. 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. Paths, Steps, and Lanes Improvement 1/4 5. Attendance at Hearings. If requested by the Director of Public Works, Consultant shall appear at meetings or other hearings that pertain to the Services. 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. 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: Combined single limit of $1,000,000 for each single occurrence for bodily injury and property damages.. 8. Ownership of Documents: Re-Use: Indemnity. For the purpose of this Agreement, "Documents" shall include text copy, graphics, code, disks, diskettes, CDs, and other written or electronic communications or data. 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 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. Paths, Steps, and Lanes Improvement 2/4 10. Delinquency. In the event that a proper invoice remains unpaid for more than 30 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 fntent 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 equal to his hourly rate as outlined in Exhibit A 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 the Exhibit( s) to this Agreement and the main body thereof, the latter shall prevail. The following sections of Schedule A to the Proposal are excluded from this Agreement: Sections 7.00, 8.00, 9.00, 10.00, 11.00, 12.00 and 13.00. 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. Paths, Steps, and Lanes Improvement 3/4 IN WITNESS WHEREOF the parties hereto have caused their duly authorized representatives to execute this Agreement the day and year above written. CONSULTANT Margen & Associates TOWN OF TIBURON ..- ~ .--t~Ckt .. ...:::::- ') Nicholas Nguyen, Director of Public Works APPROVED AS TO FORM: ~~~ Ann R. Danforth, Town Attorney ----. Paths, Steps, and Lanes Improvement 4/4 EXHIBIT A (D)~@~uw~rm /1)) SEP 0 5 2007 W .MARGEN + ~II~ ASS 0 C I ATE S DIRECTOR OF PUBLIC WORKS TOWN OFTISURON Disability Policy t,,,, (jnivenal Dnign COIl,ullanh 614 Grand Avenue, Suite 321 Oakland, CA 94610 Phone: 510-444-3440 Fax: 510-444-3441 Aug ust 30, 2007 Nicholas T. Nguyen, P.E. Town of Tiburon 1505 Tiburon Blvd. Tiburon, CA 94920 Re: Proposal to Provide Consulting Services Dear Mr. Nguyen, Margen + Associates (M+A) is pleased to this proposal to assist the Town of Tiburon to evaluate accessibility for individuals with disabilities to the proposed pathway, step and lane improvements. Based on our telephone conversations and a review of the correspondence you forwarded on July 27, 2007, we have identified the following tasks: 1. Meet with representatives from the Town of Tiburon to review the issues and to develop a plan/approach. 2. Survey the locations of the proposed improvements in order to identify compliance feasibility and scope of work for compliance with state and federal accessibility regulations. Provide recommendations to the Town of Tiburon as to various approaches to resolve any issues identified. 3. Assist the Town of Tiburon in preparing the necessary documentation and process in cases where the proposed improvements are technically infeasible or would constitute a legal or physical constraint. A l/t- Deliverables will be a brief bullet-type report with our findings and recommendations for each location. Margen + Associates will bill hourly for the work, based on the following rate schedule: Principal Consultant Accessibility Specialist Field Assistant Direct Costs $200/hour $100/hr $50/hr (cost plus 100/0) Based on your letter is our understanding that an initial budget of $2,500 has been established for the work. Margen + Associates have over 24 years of experience working on disability compliance issues. Our experience in policy, construction and enforcement, along with our working state and federal accessibility regulations makes us highly qualified to complete the identified scope of services. We are looking forward to the opportunity to discuss this proposal with you. Sincerely, /~L /1Z:Y[.:--" --- t/ 7 ",?, -_._-~---_.-~"_ , ::;:: .. .-.--- , .::":':'.~ // ...""~.... Peter Margen, Principal Consultant Margen + Associates Town of Tiburon Proposal A- '2../ 2