HomeMy WebLinkAboutAgr 2008-07-01 (The Guzzardo Partnership)
. ~~ZZARDO
PARTNERSHIP INC.
Landscape Architects. Land Planners
836 Montgomery Street
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AGREEMENT FOR PLANNING SERVICES -
REVIEW OF DEVELOPMENT PLAN
THIS AGREEMENT, made and entered this J 4t day of~, 2008, by and
between the TOWN OF TIBURON, a municipal corporation, hereinafter called "Town," and THE
GUZZARDO PARTNERSHIP, INC., hereinafter referred to as "Consultant,"
RECITALS
A. The Martha Property ("Property") is a 11 O-acre parcel located on the Tiburon peninsula,
outside the Town's corporate limits, but within the Town's adopted sphere of influence.
The Martha Company owns the Property and is preparing to apply to the County of Marin
for approval to develop it with up to 43 homes.
B. Because of the Property's proximity to developed areas of the Town, any substantial
development of the Martha Property could adversely affect Town residents. Accordingly,
the Town wishes to explore economically feasible development options that would
minimize impacts on the community and is preparing a Development Plan for future study.
C. The Property has been the subject of long running controversy and several lawsuits. In light
of this background, the Town wishes to contract for an outside planner to assist the Town
Attorney in advising the Town Council regarding land planning issues at the site.actual and
potential litigation. The parties wish to contract for the Consultant to assist in considering
development options for the Property by providing the services described herein.
AGREEMENT
1. Scope of Consultant Services. Consultant shall analyze the draft Development Plan, site
plans and other documents and drawings provided by the Town and shall prepare a
confidential written report on the draft Development Plan (collectively, "Services").
Because of the nature of the underlying controversy, and potential for future litigation,
Consultant shall report to the Town Attorney on all matters relating to these services.
Consultant shall provide the Town Attorney with a draft report for comment prior to
finalizing the report. The report shall address the Development Plan's planning and
environmental advantages and disadvantages in light of the site's opportunities and
constraints, and consider the Plan's economic feasibility. Consultant may suggest
modifications to the draft Development Plan that he believes would strengthen the viability
of the Development Plan without compromising environmental issues or the integrity of the
site planning. Consultant Principal Paul Lettieri shall be responsible for performing the
Services. Consultant may assign other personnel or 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.
Ag Prof Services Martha Prop Plnr 6-30-08jinal.doc
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2. Compensation. Consultant's fee for the Services shall be determined by the rates set forth
in Exhibit A, which is attached hereto and incorporated herein by reference.
Notwithstanding the foregoing, Consultant's total compensation for the Services shall not
exceed twelve thousand dollars ($12,000) without a prior written amendment to this
Agreement. 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.
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: 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
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 indemnify,
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. If requested by the Town Planning Director, 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.
C. Architects & Engineers Professional Liability: Combined single limit of$1 ,000,000
for each single occurrence and $2,000,000 annual aggregate.
Ag Prof Services Martha Prop Plnr 6-3 0-08 final. doc
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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. 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, which 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.
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.
Ag Prof Services Martha Prop Plnr 6-30-08final.doc
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A. Other Contract Provisions. Other contract provisions are 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.
In the event that a dispute arises from this Agreement, the venue for resolving said
dispute shall be the County of Marin.
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.
IN WITNESS WHEREOF the parties hereto have caused their duly authorized representatives to
execute this Agreement the day and year above written.
CONSULTANT
TOWN OF TIBURON
~
Paul Lettieri, ASLA
Principal, The Guzzardo Partnership Inc.
Margaret A. Curran
Town Manager
APPROVED AS TO FORM:
/1'// ?~~
Ann R. Danforth, Town Attorney
Ag Prof Services Martha Prop Plnr 6-30-08final.doc
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Exhibit A
Principals:
Associate Principals:
Senior Associates:
Associates:
Senior Staff:
Staff:
$120.00 per hour
$110.00 per hour
$100.00 per hour
$90.00 per hour
$80.00 per hour
$70.00 per hour
Consultant's hourly rates include all telephone and other expenses generally incurred in services
of the type described above. If the Town requests printing, special renderings, presentation
models, auto travel (at 50~ per mile), or other extra services, the Town will be charged
Consultant's cost without additional mark-up.
Consultant's hourly rates will be subject to revision in accord with our office current cost of
living index on the annual anniversary of the date of this proposal.
Ag Prof Services Martha Prop Plnr 6-30-08final.doc
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