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HomeMy WebLinkAboutAgr 2000-03-15 (Miller Pacific)COPY AGREEMENT FOR PROFESSIONAL SERVICES THIS AGREEMENT, made and entered this L" day of Rdf-C~_, 2000, by and between the TOWN OF TIBURON, a political subdivision of the State of California, hereinafter called "Town," and Miller Pacific Engineering Group, a California corporation, hereinafter referred to as "Consultant," RECITALS A. The Town desires to retain a qualified professional to provide those services described in Exhibit A, which is attached hereto and incorporated herein by reference ("Services"). Consultant is fully qualified and possesses all necessary licenses and credentials to provide the Services. B. The parties wish to contract for the Consultant to provide the Services as set forth herein. AGREEMENT 1. Scope of Consultant Services. Consultant shall perform those Services described in the Consultant's Proposal for Services ("Exhibit X'). Any Additional Services must be authorized by the Town in writing. 2. Compensation. Consultant's fee for the Services shall be as shown on Exhibit A ("Base Fee"). Unless otherwise provided in Exhibit A, Consultant shall submit monthly invoices for payment based on the percentage of Services completed. All invoices shall be paid within 30 days of submission to the Town. Consultant's fee for any Additional Services shall be compensated on a time and materials basis up to a maximum amount that shall be established in the document in which the Town authorizes the Additional Services. 3. Time of Performance. The Schedule for Consultant's performance shall be as set forth in Exhibit A. 4. 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 hol4 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 Consultant's negligence 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 negligence or willful misconduct, Consultant's liability under this paragraph shall not exceed its proportionate share of responsibility for the Claims and Losses relative to such other parties. 5. 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. 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. 7. Insurance. Consultant shall maintain insurance as set forth below. 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; $2,000,000 annual aggregate. C. Engineers Professional Liability: For an amount of at least $1,000,000 on a claims made basis. 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 and employees 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 and employees. F. The insurance required by this Paragraph shall not be suspended, voided, canceled or reduced in coverage or in.limits except after thirty days written notice has been received by the Town. G. Evidence of compliance with the insurance and endorsement requirements of this Paragraph shall be subject to the approval of the Town Attorney. 8. Ownership of Documents. All plans, studies, documents and other writings prepared for and by Consultant, its 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 Company or to any other party. Consultant shall, upon request, provide such materials to Town. Unless otherwise provided in Exhibit A, this paragraph shall not apply to formulae, modes of analyses or other instruments used by Consultant to develop the plans, studies, documents and other writings prepared in the course of performing the Services. Town acknowledges that such documents are prepared for use only in connection with particular projects. Consultant makes no representation that said documents are suitable 2 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 Consultant shall be at Town's sole risk. 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 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 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. Dispute Resolution. In the event that a dispute arises between the parties relating to this Agreement, the parties shall attempt in good faith to resolve the dispute through direct negotiation. In the event that direct negotiation is unsuccessful, the parties will attempt to resolve the dispute through mediation. Neither party shall have the right to institute litigation to resolve the dispute until they have tried in good faith to settle the matter through mediation without success. 14. Miscellaneous. 3 A. Other Contract Provisions. Other provisions may be 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. This Agreement shall be governed by the laws of the State of California. 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. 15. Exhibits. This Agreement includes the following Exhibit(s), which are attached hereto and incorporated herein by reference: Exhibit A: Proposal from Miller Pacific dated December 15, 1999 IN WITNESS WHEREOF the parties hereto have caused their duly authorized representatives to execute this Agreement the day and year above written. CONSULTANT Miller cific Engineen g Grp ~ By: --~'t•.- Its: T V5;25 t 'P QEP--"V- TOWN Vic - a q4 e, TOWN OF TIBURON = Robert L. Kleinert, Town Manager APPROVED AS TO FORM: Ann R. Danf , Town Attorney 4 December 15, 1999 File: PW99-200pro.doc Town of Tiburon 1505 Tiburon Boulevard Tiburon, California 94920 Attn: Mr. Irving L. Schwartz, Town Engineer Re: Proposal for Geotechnical Services Acacia Court Tiburon, California Gentlemen: Introduction conducted a brief visual reconnaissance of the site. San Rafael, California 94903 F 415 / 491-1831 T 415 / 491-1338 We are pleased to provide this proposal for geotechnical services relative to Acacia Drive in Tiburon, California. Prior to preparing this proposal, we reviewed your December 6, 1999 letter regarding Acacia Drive cul-de-sac stability problem, met with you briefly at Tiburon Town Hall to discuss the project and to collect related plans and documents from the Town's files, and We understand that Acacia Drive was constructed approximately 10 to 12 years ago as part of the Acacia Court Subdivision. Recently, cracks in the asphaltic concrete street paving and movement in the concrete curb and gutter have been observed at the southerly end of the cul-de-sac. Based on our visual reconnaissance, it appears likely that at least a portion of the observed distress is related to down-slope movement of fill and/or.native soils on the relatively steep descending slope adjacent to the affected areas. In order to more fully characterize site surface and subsurface conditions, quantify existing distress, and develop recommendations to stabilize the slope, we propose the following scope of services, schedule and fee. Scope of Services Task 1 - Document Review. We will review the Final Geotechnical Engineering report and project plans for the subdivision provided from the Town of Tiburon's files. In addition, we will review available geologic and geotechnical data pertinent to the site available in our in-house library. Task 2 - Field Investigation. We will coordinate for and observe the excavation of two exploratory soil borings at the site. Both disturbed and relatively undisturbed soil samples will be collected at appropriate intervals from our borings for use in classification of site soils and for laboratory testing. At the same time, we will conduct a hand level survey to develop a slope profile for our analysis. A r-p JT PaF r 165 North Redwood Drive ~G 1 rd ! T A Suite 120 Town of Tiburon Page 2 December 15, 1999 Task 3 - Laboratory Testing_ We will perform laboratory testing of selected soil samples to determine their pertinent engineering properties. We anticipate that our laboratory testing will include moisture content and unit weight determination, plasticity index determination, and unconfined compressive strength testing. _ Task 4 - Engineerinq Analysis. We will perform engineering analysis of the data collected in Tasks 1 through 3 above. We will evaluate the probable causes and extent of exiting distress and recommend repair/mitigation alternatives. We will communicate with you during our analysis to keep you informed of our findings and the repair/mitigation options we are considering. With your input, we will develop an appropriate option(s) for the site. Task 5 - Report Preparation. We will summarize the results of our investigation in a brief letter report. In addition to discussion of our field investigation and laboratory testing, our report will include our recommended option(s) and rough cost estimates for repair/mitigation of distress and slope movement, logs of our borings, summaries of laboratory testing, a site plan and cross- section, and generalized drawings of our repair/mitigation option(s). Schedule and Fee We propose to perform the above scope of services for a fixed fee of $3,500, as shown on the attached Agreement. We will begin work coordinating our field investigation upon your authorization to proceed. Additional Services Once a repair method has been selected, we should review the plans and specifications for the project as they near completion to confirm that the intent of our geotechnical recommendations have been incorporated and to provide supplemental recommendations, if needed. As an alternate, we can prepare plans, specifications and estimates that can be used for the bidding and construction of the repair work. During construction, we' should inspect the geotechnical aspects of the work to confirm the anticipated conditions and adjust the design as needed. We are pleased to have the opportunity to work with you on this project. We are prepared to begin our geotechnical investigation soon after your authorization. When you wish us to proceed, please return one signed copy of the Agreement in the envelope provided. Please call with any questions you may have. Very truly yours, MILLER PACIFIC ENGINEERING GROUP of y J. /Re s , P.E. Civil Engineer No. 58622 (Expires 12/31/02) Attachments: Agreement (2) Y Eugene A. Miller Geotechnical Engineer No. 596 (Expires 3/31/01) 165 North Redwood Drive Suite 120 San Rafael, California 94903 AGREEMENT FOR PROFESSIONAL SERVICES F 415 / 491-1831 T 415 / 491-1338 MILLER PACIFIC ENGINEERING GROUP (MPEG), a California corporation, and, CLIENT NAME: Town of Tiburon ADDRESS: 1505 Tiburon Boulevard Tiburon, CA 94920 CLIENT PW99-200 AGREE that MPEG will provide to CLIENT Geotechnical Engineering services, under MPEG's General Conditions and current Schedule of Charges, as follows: PROJECT LOCATION: Acacia Drive Tiburon, California SCOPE OF SERVICES: Geotechnical engineering services during as described in proposal letter dated 12/15/99: Task 1 - Document Review Task 2 - Field Investigation Task 3 - Laboratory Testing Task 4 - Engineering Analysis Task 5 - Report Preparation FEE: Tasks 1 - 5, Fixed Fee $3,500 REF: General Conditions 12/94, Schedule of Charges 7/98 DATE ~ MPE DATE CLIENT: JOMAGREEMENTRM t 50- MILLER PACIFIC ENGINEERING GROUP GENERAL CONDITIONS 1.0 CHARGES Unless otherwise agreed, charges will be determined on a time and expense basis in accordance with MPEG's current Schedule of Charges. Such schedule is subject to revision annually and other times without notice to Client. 2.0 INVOICES will be submitted every two weeks, or four week accounting period, at the end of a project phase or assignment as elected by MPEG. Invoices are due and payable upon presentation. All accounts not paid within 30 days of the invoice date may be subject to a finance charge of 1.5% per four week accounting period, or the maximum rate allowed under applicable law, whichever is less. MPEG reserves the right to cease work, withdraw reports, and file liens on property where accounts are past due. 3.0 SITE ACCESS and UNDERGROUND OBSTRUCTIONS Client will furnish right-of-entry to the project site as necessary for exploration, surveys and other services. MPEG will take reasonable precautions to minimize property disruption and damage however, some disruption and damage is often unavoidable. MPEG is not liable for, nor does MPEG's fee estimate include full restoration of such property unless explicitly itemized in the Agreement. Where appropriate, MPEG will request utility companies to locate off-site utility lines. Client shall indicate the location of all utilities and underground structures within the property. Client agrees to hold MPEG harmless for damage to utilities- and/or underground structures not correctly located. 4.0 HAZARDOUS MATERIALS and OTHER EXCLUSIONS This agreement specifically excludes and MPEG specifically disclaims and is discharged from any responsibility or liability for all direct or indirect loss or harm resulting from the presence, failure to discover, interception, escape or discharge of hazardous or toxic material of any kind including contamination of soil, water, air or other property as a result thereof. This exclusion extends, but is not limited to, all exploration, testing, analysis and recommendations made by MPEG. Unless specified in the written scope of work the observation, testing and approval of steel, concrete, and asphalt and other construction materials, and establishing construction lines and grades and other surveying is also excluded from MPEG's scope of work, responsibility and liability therefore. 5.0 STANDARD OF CARE Services provided by MPEG will be consistent with the ordinary level of care and skill exercised by members of the profession practicing geotechnical engineering under similar conditions, in the same locality and at the same time. There is no other warranty either express or implied. The client recognizes that subsurface conditions may vary and that data and interpretations made by MPEG are based solely on information available to MPEG. MPEG is not responsible for interpretations or use by others of information developed by MPEG. 6.0 INSURANCE and LIMITATION OF LIABILITY MPEG maintains General Liability Insurance and, depending on availability and affordability, intends but is not bound, to maintain Professional Liability Insurance. Such insurance is for the sole benefit of MPEG and does not cover the Client nor the project. Client recognizes the inherent risk of claims associated with the services provided by MPEG and therefore agrees to (a) limit MPEG's liability to Client for professional negligence, errors or omissions or breach of this Agreement, such that the total aggregate liability of MPEG shall not exceed the amount of fees paid MPEG for this project, or $20,000, whichever is greater, (b) compensate MPEG for time and expenses incurred by MPEG in defense of claims except for claims arising,out of MPEG's sole negligence and (c) defend, indemnify and hold harmless MPEG and its employees against claims related to hazardous or toxic materials and from contractors, subcontractors and others arising from services under this agreement except for claims arising out of MPEG's sole negligence. 7.0 JOB SITE SAFETY Client agrees that construction job site safety, superintendence of the contractor's workmen and equipment, and excavation stability, is solely the contractor's responsibility and is specifically excluded from MPEG's responsibility or liability. 8.0 OWNERSHIP OF MATERIALS All samples obtained by MPEG are and remain property of the client, and unless otherwise directed, all such samples may be discarded by MPEG 30 days after performance of tests or submittal of the report for which they were obtained, or termination of services. All records, field and laboratory data, analysis, designs, reports, letters and other documents prepared by MPEG are instruments of service and remain the property of MPEG. 9.0 DISPUTES If a dispute arises out of or related to this contract or its alleged breach, and if the dispute cannot be settled through direct discussions, the parties agree to first endeavor to settle the dispute in an amicable manner by mediation through the Judicial Arbitration and Mediation Service, San Francisco, with each party paying an equal share of the cost thereof. STOG ENCON.12/94 Pq~ 0-1C MILLER PACIFIC ENGINEERING GROUP a California corporation SCHEDULE OF CHARGES PROFESSIONAL ENGINEERING AND GEOLOGICAL CONSULTING SERVICES Professional and Technical Personnel Hourly Rate Staff Engineer/Geologist/CAD Technician Project Engineer/Geologist - Level 1 Project Engineer/Geologist - Level 2 80 Senior Engineer/Geologist Associate Engineer/Geologist . $ 105 Principal $ 150 Project Assistant/Word Processor $ 50 Associate Technician $ 55 Senior Technician $ 65 Field Supervisor $ 75 Other Inside Charges Mileage 0.50 per mile Vehicle (Field) $ 8 per hour Nuclear Density Gage $ 8 per test Inclinometer .$150 per day / $85 per half day Outside Services Cost + 20% Rental of exploration equipment, instrumentation photography, public transportation, per diem, shipping, courier/delivery services, long distance telephone, outside reproduction, and other services and supplies not normally provided. *NOTES: 1. Field site visits, 2-hour minimum. Travel time 'is normal hourly rates, portal to portal. 2. Overtime premium: Weekday/Saturday $20/hr Sunday/Holiday $30/hr 3. Rates are for normal Geotechnical Engineering and Geological services. Normal rates for depositions and testimony including related travel are $300 per hour for Principal, Associate and Senior. All other personnel are $200 per hour. These fees are due and payable at the time of service. 4. Schedule of charges is effective as of July 1, 1998. It is subject to revision annually and at other times without notice. MGT\SCHEDCHG 7198 TOWN OF TIBURON MEMORANDUM TO: EUGENE MILLER, MILLER-PACIFIC FROM: SCOTT ANDERSON, PLANNING DIRECTOR SUBJECT: AGREEMENT FOR SERVICES-FULLY EXECUTED DATE: 3/15/2000 Please find enclosed the above-referenced agreement. All work should be coordinated through the Town Engineer, Irving Schwartz.