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HomeMy WebLinkAboutAgr 2016-09-26 (Sunukjian and Associates)AGREEMENT FOR CONSULTING SERVICES THIS AGREEMENT, made and entered this 26th day of September, 2016, by and between the TOWN OF TIBURON, a municipal corporation, hereinafter called "Town," and Sunukjian and Associates, hereinafter referred to as "Consultant". RECITALS A. The Town requires short-term consulting services for the purpose of lease re -negotiations of the existing telecommunications lease and possible additional real estate related consultant services as requested by the Town. AGREEMENT 1. Scope of Consultant Services. Consultant shall perform, but is not limited to, the following services: 1. Lease administration and re -negotiation of existing telecommunications lease. 2. Negotiation of new leases with telecommunications providers. 3. Obtain approval of leases from required personnel. 4. Other Real Property Transactions as designated by the Town. 2. Compensation. Consultant's fee for the Services described above shall be as set forth herein. Billable rate of $140.00 per hour for any and all time spent completing services; billing will be in increments of 0.25 hours. Minor incidentals such as express mail and any other project specific fees incurred or paid shall be reimbursable at a pass through cost -- this does not include standard photocopies or postage. Payments shall be due thirty days after submission of an itemized invoice showing work hours performed, such invoice to be submitted on a monthly basis. Compensation for all Services shall not exceed $5,000 unless the Town approves a written 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, Iiabilities, 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. C: lUserslgclmnistdppOarnlLocaAMlcrosuf lWirrdowslTenrporauy Inler,,er FileslConieul.OuUookb12UPI VOS1Agreenrci,lfor Consultant Services Sand A.doc 1 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 livable and responsible to pay all required salaries, wages, expenses, taxes and other obligations, including, but not limited to, withholding and Social Security. S. Attendance at Hearings. If requested by the Town Manager or Director of Public Works, Consultant shall appear at litigation and/or administrative hearings that pertain to the Services. 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, and a copy verifying said addition shall be submitted to Town. The endorsement shall provide the Town with primary, non- contributory coverage for all claims covered by the required insurance policies. A. Comprehensive General Liability: Combined single limit of $1,000,000 for each single occurrence and $2,000,000 annual aggregate. 8. Ownership of Documents; Re -Use; Indemnity. All documents 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 Services described in the Exhibit A. 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. C:IUsers{gchnnisLlpPDatalLoeaAMic osoll1Wittdowslrernporary Werner Fites1Conteni.OuWaokW2UP!VOSUgreenrentfor Consullwzl Services S and A.doc 2 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. 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 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. 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. CIUserslgclranislAppOalalLoca11M/crosnfilWlndowsITemporarylnlernel FileslConle,N.OullooklA2UP1 VOSIAgreentenl for Consultant Services Sand A.doc 3 IN WITNESS WHEREOF the parties hereto have caused their duly authorized representatives to execute this Agreement the day and year above written. Sunukjian and Associates APPROVED AS TO FORM: (- Town Attorney .1 ovvpi OJ' TIBURON Gr g Challis, Town Manager C:1UsersIgchanisLfppDatalLocallMicrosofllNfindowslreniporary Internet Files1Content.OutlaoklA2UPI VOSIAgreement for Consultant Services Sand A.doc 4