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HomeMy WebLinkAboutAgr 2001-06-06 (Irv Schwartz) AGREEMENT BETWEEN THE TOWN OF TIBURON AND I.L. SCHWARTZ ASSOCIATES" INC." FOR THE PROVISION OF ENGINEERING SERVICES THIS AGREEMENT, made and entered this 0 ~ ofJune, 2001, by and between the TOWN OF TIBURON, a political subdivision of the State of California, hereinafter called "Town," and I.L. SCHWARTZ ASSOCIATES, INC., hereinafter referred to as "Engineer," RECITALS A. ' The Town occasionally requires civil engineering and land surveYing services that cannot be provided by the Town's in-house staff and therefore wishes to engage a qualified independent contractor to provide such services on an as-needed basis. B. Engineer has the skill, experience, ability, background, certification and knowledge to provide the Town with civil engineering and land surveying services. C. The parties wish to contract for the Engineer to provide civil engineering and land surveying services to the Town as provided herein. AGREEMENT 1. Scope of Engineer Services. Engineer shall provide civil engineering and land surveying services to the Town as directed by the Town Manager or his Designee ("Services"). Such Services shall include, without limitation, acting as the Interim Town Engineer as requested by the Town Manager or his Designee. For any individual project expected to cost more than $2,000, the Town Manager shall provide direction to the Engineer in writing. Any project that is anticipated to cause the Engineer's anticipated billing to the Town to exceed $10,000 shall require approval by the Town Council. 2. Compensation. Engineer's compensation for the Services shall be as set forth in Exhibit 1. The rates set forth in Exhibit 1 shall take effect as of May 24, 2001. Notwithstanding the foregoing, certain Engineering Services provided by the Town are for the benefit of private property owners and are normally compensated by the owner of the private property that is the subject of said Services ("Private Property Services"). Before providing Private Property Services, the Engineer shall enter into an agreement with the private property owner that shall provide for the Engineer's compensation by said owner. The Town shall not compensate the Engineer for Private Property Services. 3. Engineer as Independent Contractor. Engineer (including its agents and employees) is not an agent or employee of the Town. Engineer is an independent contractor not subject to the direction and control of the Town. Without limiting the foregoing, Engineer_shall maintain 1 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. 4. Standard of Work~ Indemnity. Engineer shall perform the services in a skillful and professional manner compatible with the usual, customary standard of Engineer's profession. Engineershall indemnify, defend and hold Town harmless from and against claims, liabilities, suits, loss, cost, expense and damages (collectively, "Claims and Losses") to the extent that such Claims and Losses arise from Engineer's negligent act or omission or willful misconduct in performing the Services pursuant to this Agreement. In the event that other parties are found to share responsibility for the Claims and Losses due to their negligent act or omission or willful misconduct, Engineer's liability under this paragraph shall not exceed its proportionate share of responsibility for the Claims and Losses relative to such other parties. Notwithstanding the foregoing, in providing services under this Agreement as Interim Town Engineer, the Engineer shall be acting as a Town Official. Therefore, with respect to claims that may be asserted by third parties arising from the Engineer's actions as Interim Town Engineer, the Engineer shall be entitled to assert any immunities or similar defenses that would be available to the Town in defense of such actions against a Town official. 5. Audit of Books and Records. Town may, in its sole discretion, undertake an independent audit and/or evaluation of the Engineer's records and accounts of expenditures and activities of Engineer's performance under this Agreement at Town's own expense. All such records shall be maintained for period of at least three years after the termination of this Agreement. Engineer 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. 6. Insurance. Engineer shall maintain insurance as set forth below. A. Comprehensive General Liability: Combined single limit of $1,000,000 for each single occurrence for bodily injury, personal injury and property damages; umbrella policy raising the limit to $2,000,000. B. Comprehensive Automobile Liability: Combined single limit of $1,000,000 for each single occurrence for bodily injury and property damages; umbrella policy raising the limit to $2,000,000. C. Engineers Professional Liability: Combined single limit of$250,000 for each single occurrence for protection against claims alleging negligent acts, errors and omISSIons. 2 D. Workers' Compensation Coverage: As required by the laws of the State of California. E. The insurance required under paragraphs A and B, above, shall be endorsed with language covering the Town, its officials, officers, employees, agents and volunteers. Such coverage shall be primary insurance to the Town, its officials, officers, employees, agents and volunteers and shall act as though a separate policy had been written for each. Any failure to comply with the reporting requirements of the policies shall not affect coverage provided to the Town, its officials, officers, employees, agents and volunteers. F. The insurance required by this Paragraph shall not be suspended, voided, canceled or reduced in coverage or in limits except after the Town has received thirty days written notice. G. Evidence of compliance with the insurance and endorsement requirements of this Paragraph shall be subject to the approval of the Town Attorney. 7. Ownership ofDocuments~ Re-Use~ Indemnity. All plans, studies, documents and other writings prepared for and by Engineer, his officers, employees and agents and subcontractors in the course of performing the Services shall be the property of Town and Town shall have the sole right to use such materials in its discretion without further compensation to Engineer or to any other party. Engineer shall, upon request, provide such materials to Town. Town acknowledges that such documents prepared pursuant to this Agreement are intended for use only in connection with particular projects. Engineer makes no representation that said documents are suitable for re-use on any other project or on any expansion of the original project. Any such re-use by Town without specific written approval by Engineer shall be at Town's sole risk. Town shall indemnify and hold Engineer 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. 8. Interest of Engineer. Engineer covenants and represents that he does not have any economic interest and shall not acquire any economic interest, direct or indirect, in the area covered by this Agreement that would be affected in any manner or degree by the performance of the Services. Engineer further covenants and represents that in the performance of its duties, no person having any such interest shall perform any services under this Agreement. Engineer will comply with the Town's Conflict of Interest code. 9. Licenses. Engineer represents and warrants to Town that he has all licenses, permits, qualifications, insurance and approvals of whatsoever nature that are legally required of Engineer to practice his profession. Engineer represents and warrants to Town that he shall, 3 at his sole cost and expense, keep in effect or obtain at all times during the term of this Agreement, any licenses, permits, insurance and approvals that are legally required of Engineer to practice his profession. 10. Termination of Contract. Town may terminate this Agreement immediately for cause or by either party without cause upon 10 days written notice of termination to the other party. In event of termination, Engineer shall deliver to the Town copies of all finished and unfinished surveys, studies, documents, computer disks, and/or reports pertaining to the Services. Engineer shall be entitled to receive just and equitable compensation for any satisfactory work completed as determined by the Town. 11. Stop Work Order. Town may at any time, by written notice to Engineer ("Stop Work Order"), require Engineer 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 Engineer. Upon receipt of the Stop Work Order, Engineer 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 10. Engineer 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, Engineer shall receive an equitable adjustment in compensation. 12. Discrimination. In the performance of the terms of this Agreement, Engineer 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. Mediation. The parties will make a good faith attempt to resolve any disputes arising from this Agreement through mediation prior to initiating litigation. The parties shall mutually agree upon a mediator and shall share the costs of mediation equally. If the parties are unable to agree upon a mediator, the dispute shall be submitted to JAMS/ENDISPUTE ("JAMS") or its successor in interest. JAMS shall provide the parties with the names of five qualified mediators. Each party shall have the option to strike two of the five mediators selected by JAMS and the mediator thereafter remaining shall hear the dispute. 14. Miscellaneous. A. Governing Law. The laws of the State of California shall govern this Agreement. B. 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 4 affected unless the effect thereof would materially change the economic burden on either party. C. 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. D. Entire Agreement Amendment. This Agreement represents the entire Agreement between the parties. This Agreement may only be amended in writing. 15. This Agreement includes the following Exhibit, which are attached hereto and incorporated herein by reference: Exhibit 1 Personnel Charges IN WITNESS WHEREOF the parties hereto have caused their duly authorized representatives to execute this Agreement the day and year above written. By: ALEXD. McINT Town Manager I.L. SCHWARTZ ASSOCIATES, INC. TO APPROVED AS TO FORM: Town Attorney 5 I.L. SCHWARTZ ASSOCIATES, INC. CIVIL ENGINEERING AND LAND SURVEYING EXHIBIT 1 PERSONNEL CHARGES: Principal..................................................... .............. .......... .............. ..$110.00 per hour Senior Civil Engineer / Senior Land Surveyor ..................................$ 110.00 per hour Civil Engineer / Land Surveyor .........................................................$ 100.00 per hour Senior Drafter / Senior Technician ....................................................$ 85.00 per hour Drafter / Technician ...........................................................................$ 75.00 per hour Survey Crew (2-persons ).......................... ..........................................$155.00 per hour Survey Crew (3-persons).....................................,...............................$230.00 per hour Clerical........ ........... ....................... ..... ............... ...... ......... ................ ...$ 45.00 per hour Travel time to and from job site is charged in accordance with foregoing schedule. Court Appearance or Deposition: $200.00 per hour (4 hours per day minimum). Not withstanding the above charges) the hourly rate for Principal shall be $140.00 per hour for work that is required outside of normal business hours. MISCELLANEOUS CHARGES: Special or outside services are charged at cost plus 15 percent. Extra printing of work already completed is charged on a time and expense basis. Minimum charge: $5.00. FEES: In the absence of specific arrangements to the contrary) the client shall pay the cost of outside professional services including soils engineering and/or testing) aerial mapping) checking and inspection fees) application and permit fees) bond premiums) and title company charges. June 28, 2001 CorrespoJob/6940 _ Tiburon/New Contract 200I.doc -6- 79 GALLI DRIVE NOVATO I CA 94949-5705 (415) 883-9200 FAX 883-2763