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HomeMy WebLinkAboutAgr 2007-07-11 (Pedersen Associates) AGREEMENT FOR PROFESSIONAL SERVICES - MULTI-USE PATH LANDSCAPE RESTORATION , -~ THIS AGREEMENT, made and entered this ~ day of 3u.L,; ,2007, by and between the TOWN OF TIBURON, a political subdivision of the St te ofCalifomia, hereinafter called "Town," and PEDERSEN ASSOCIATES LANDSCAPE AR TICHECTS, hereinafter referred to as "Consultant," RECIT ALS A. The Town desires to retain a qualified and competent landscape architect to develop a concept design for the restoration of the landscaping along the multi-use path. B. The Consultant has the skill and experience to undertake the design. Consultant has submitted a proposal, dated June 19, 2007, as set forth in Exhibit A, which is attached hereto and incorporated 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 $2,000. Consultant's total compensation shall not exceed this maximum without prior Town approval of an amendment to this Agreement. In the event that the Town requires additional services from the Consultant beyond those listed in the Proposal, the Town will compensate Consultant according to Schedule A to the Proposal. 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 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. Multi-Use Path Landscaping Restoration Concept 1/4 5. Attendance at Hearings. If requested by the Director of Public Works, Consultant shall appear at Councilor 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. Multi-Use Path Landscaping Restoration Concept 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 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 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 pthers 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. Multi-Use Path Landscaping Restoration Concept 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 Pedersen Associates sen, Principal APPROVED AS TO FORM: ~~y Ann R. Danforth, Town Attorney --------.", Multi-Use Path Landscaping Restoration Concept TOWN OF TIBURON Nicho as Nguyen, Director of Public Works 4/4 lEXHIBIT A .. Pedersen Associates Landscape Architecture Peder Jens Pedersen, ASLA 24 H Street San Rafael, CA 94901 4154562070 4154562086 F CA Reg. No. 2300 HI Reg, No. 7273 www.pedersenassociates.oom June 19, 2007 Nick Nguyen Director of Public Works/Town Engineer Town of Tiburon RE: SERVICE MEMO The Richardson Bay Lineal Park and Path, Tiburon, CA Landscape Renovation Pl~ Dear Nick: This is to follow up on our June 18th conversation regarding replacement landscaping for Richardson Bay Park and paille P A shall prepare a landscape renovation plan and work scope based on drawings provided by you. The plan will incorporate drought tolerant, low water usage plants within this area. For this service I estimate 5 - 8 hours of principal landscape architect time to walk the site as needed and help layout the plant species and approximate locations for MMWD's designers to prepare the construction plans for landscaping and irrigation. This hourly estimate also includes a final review of the plans before they are sent out to bid by MMWD. See the attached Schedule A for rates. If anything in this letter is inconsistent with your understanding of the work scope and fee we discussed please notify me immediately. Otherwise, I will assume I am authorized to do the work described above and will proceed accordingly. . Peder Jens Pedersen CLA#2300 Richardson Bay Uneal Park and Path Service Memo Page 1of4 A-\!~ SCHEDULE "A" FEE SCHEDULE AND CONTRACT PROVISIONS 1.00 CONSULTING SERVICES 1.01 The professional consulting services described in this proposal shall be billed at the following rates: Principal Landscape Architect Landscape Architect Landscape Designer Junior Landscape Designer/CAD Operator Administrative $ 150/hr. $100-120/hr. $ 75-85/hr. $ 65-75/hr. $ 45-50/hr. 2.00 EXPENSES 2.01 Expenses will be reimbursed at cost plus 15 percent (15%) and are not included in the hourly fee for consulting services. Unless otherwise noted in thi,s proposal, these include but are not limited to: 1) Reproduction costs 2) Long distance telephone and facsimile charges 3) Laboratory fees 4) Fees paid to subcontractors 5) Travel expenses, including auto (at $.48/ mile), lodging, meals, etc. when required in connection with the performance of this contract. 3.00 RETAINER 3.01 Work will commence upon receipt of a $1,000 retainer fee. This fee will be credited to your final bill. 4.00 PURCHASES 4.01 Any items purchased by us for you will be billed at cost plus thirty percent (30%) for plant material and other items. In addition, you will be billed for the time spent sourcing and coordinating these materials at the hourly rates. An eighty . percent (80%) deposit will be required on all items at the time they are ordered. We are not responsible for any items not ordered thro~gh our office. 5.00 BILLING AND PAYMENT 5.01 Invoices will be submitted periodically for work completed to date. Expenses will be billed on the same invoice identified separately from labor. Progress payments thereon shall be due and payable upon receipt. 5.02 Invoices provide descriptions of fees and services being billed. Requests for additional billing detail shall be charged as additional service at the administrative hourly rate. Richardson Bay Uneal Park and Path Service Memo Page 2 of 4 A -t-/'Z.