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HomeMy WebLinkAboutAgr 2011-09-15 (Stetson Engineers)PROFESSIONAL SERVICES AGREEMENT This Agreement is made this day of2011, by and between: TOWN OF TIBURON 1545 TIBURON BOULEVARD TIBURON, CA 94920 (hereinafter called "Client"), and: STETSON ENGINEERS INC. 2171 EAST FRANCISCO BLVD., SUITE K SAN RAFA.EL, CALIFORNIA 94901 (hereinafter called "Stetson"), On the terms and conditions for the purpose described below, Client hereby engages the professional services of Stetson and Stetson accepts the engagement. Article 1 - Scope of Work, hereinafter referred to as the "Work". Stetson shall provide the necessary qualified personnel, both professional and supportive, to perform the following scope of work referenced as'Exhibit "A" within this agreement. Article 2 - Intent. The Client desires to complete the Work in an economical manner consistent with the scope of work. Stetson, recognizing the trust and confidence established with the Client by virtue of this Agreement, agrees to use its best efforts ' in furnishing skill and judgment in the scheduling and execution of the Work consistent with the interests of the Client and in accordance with its requests and approvals. Article 3 - Invoiciniz and Payment. The Client shall pay Stetson for services rendered in accordance with Stetson's Fee Schedule, which is included in Exhibit "B". From time to time, Stetson's Fee Schedule will change to reflect changes in the cost of doing business. Stetson will provide updated Fee Schedules prior.to the new fees going into effect to provide the Client with the opportunity to consult Stetson regarding the, new fees and any impacts of such. to this agreement. The following procedures will be followed in making reimbursement under this Agreement: (a) Monthly during the progress of the Work Stetson shall furnish an invoice of all costs incurred by Stetson for the preceding monthly period, (b) The Client will pay the amount of the statement within thirty (30) days after it has received the statement. (c) Stetson shall maintain accurate accounting records of all reimbursable costs paid or incurred by Stetson in connection with the Work and shall permit the Client to have Town of Tiburon 2400 Page I of 5 access at all reasonable times to all records, account books, vouchers, and invoices relating to direct costs of the Work. In case the Client desires to make an audit of Stetson's records, it shall be. completed within one (1) year after final billing is presented. The fees and expenses under this Agreement shall be billed on a time and materials basis up to a maximum of $10,000. Total compensation shall not exceed $10,000 without a prior written amendment to this Agreement. Article 4 - Compliance with Laws. Stetson agrees to comply with all applicable local, state and federal laws and regulations pertaining to the Work under this Agreement. Article 5 - Independent Contractor. The relationship .of Stetson to the Client shall be that of independent contractor. Article 6 - Term and Termination. (a) This Agreement shall be in force from September 12, 2011 through August 31, 2012; provided, however, that the Client and Stetson shall have the right to terminate this Agreement pursuant to the provisions of this Article. (b) This Agreement may 'be terminated in whole or in part in writing by either party in the event of a default consisting of substantial failure by either party to fulfill its obligations under this Agreement through no fault of the terminating party; provided that no such termination may be effected unless the defaulting party is given written notice of default and a reasonable opportunity to cure the default. (c) Either party shall have the right to terminate this agreement within ten (10) days written notice to the other party (d) In the event of termination under either paragraph 6(b) or 6(c), Stetson shall deliver to the Client copies of all finished and unfinished surveys, studies, documents, computer disks, and/or reports pertaining to the contract (collectively, # "Materials"), and Stetson shall be entitled to receive just and equitable compensation for any satisfactory work completed as determined by the Client. Stetson shall indemnify, defend and hold Client harmless from all claims, losses, damages and expenses, including attorneys fees, arising from the use of the Materials by Client and any third party for (1) completion of the services described in Exhibit A by a third party; or (2) construction without the participation of Stetson. Notwithstanding the foregoing, in the event that a court of competent jurisdiction (or an arbitrator, should the parties agree to submit the matter to arbitration), finds that Stetson is solely liable for a claim, loss, damage or expense, this obligation to indemnify, defend and hold harmless shall not apply. Town of Tiburon 2400 Page 2 of 5 (e) The rights and remedies of the Client and Stetson provided in this Article are in addition to any other rights and remedies provided by law or under this Agreement. Article 7 - Notices. The Client designates Todd H. Master, as its representative in connection with this Agreement, whose address for notices and communications is: Howard Rome Martin & Ridley, LLP 1775 Woodside Road, Suite 200 Redwood City, CA 94061 PHONE: (650) 365-7715 x215 PHONE: (650) 980-1012 Direct Line FAX: (650) 364-5297 tmaster u-),hrmrlaw.com Stetson designates Oliver S. Page as its Contract Representative and Joe DeMaggio as its Technical Representative, whose address for notices and communications is: STETSON ENGINEERS INC. 2171 EAST FRANCISCO BLVD., SUITE > SAN RAFAEL, CALIFORNIA 94901 PHONE: (415) 457-0701 FAX (415) 457-1638 'oed stetsonen ineers.com Article 8 - Indemnification. Stetson shall indemnify, defend and save the Client harmless from and against all demands, suits, judgments, expenses, attorney's fees and losses from or in connection with bodily injury (including death) to persons or damage to tangible property arising out of or in connection with the negligent performance of Stetson, its agents or employees under this Agreement. The Client shall indemnify, defend and save Stetson Engineers harmless from and against all demands, suits, judgments, expenses, attorney's fees and losses from or in connection with bodily injury (including death) to persons or damage to tangible property arising out of or in connection with the negligent performance of the Client, its agents or employees under this Agreement. . Article 9 - Force Maj eure. Either party shall be excused from performance of its obligations under this Agreement, other than the payment of money when due, in the event and to. the extent that such performance is delayed or prevented by any cause or event beyond the reasonable control of such party including, but not limited to, any act of God or of the public enemy, war, insurrection, riot, civil disturbances, labor dispute, delay in delivery of machinery and equipment, fire, flood, washouts, storms, landslides, explosion, any embargo or any act or - -order of-any military -or- civil- authority-including-.courts... Within..a xeas.onable period- of time a.fteL a party determines that an event of force majeure exists which delays or prevents the performance of its obligations under this Agreement, such party shall give the other party notice Town of Tiburon 2404 Page 3 of 5 thereof and such party shall use all reasonable efforts to eliminate such event insofar as possible with a minimum of delay, Nothing herein contained shall require such party to submit to what it considers to be unreasonable conditions or restrictions. Article 10 - Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective successors and assigns. Neither party may assign its interests herein (unless the assignee assumes in writing assignor's obligations hereunder) without the prior written consent of the other party which consent will not be unreasonably withheld. No assignment shall operate to relieve the assignor of its obligations under this Agreement. Article 11 - Attachment. The attachments and/or exhibits to this Agreement hereby become a part of this Agreement. _Article 12 - Confidentiality. Stetson acknowledges that the value of Stetson's services to the Client includes Stetson's agreement to provide said services on a confidential basis. Stetson agrees not to release any written memoranda, drafts, recommendations, reports dr any other document prepared for the Client under this Agreement, or to orally report the contents of such documents, without first obtaining the Client's consent to said release. Article 13 - Amendments. The Client and Stetson agree that all writings the parties intend to make a part of this Agreement are referenced and attached to this Agreement. Any such writings are hereby incorporated by reference. The parties agree that no oral statements or admissions shall be usable as evidence to contradict or modify the terms of this Agreement. The parties agree that this Agreement may be amended or modified by the execution of a written modification or amendment by authorized representatives of the Client and Stetson. Article 14 - Ownership of Documents: Re-Use; Indemnity. All documents and electronic files, including drawings and specifications prepared by Stetson pursuant to this Agreement shall be the property of Client and delivered to the Client. Client acknowledges that said documents are prepared for use only in connection with the Project described in the Exhibit A. Stetson 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 Client without specific written approval by Stetson shall be at Client's sole risk. Client shall indemnify and hold Stetson harmless from all claims, losses, damages and expenses, including attorneys fees, that may arise from Client's unauthorized re-use of said documents for another project or for any expansion of the Project. Town of Tiburon 2400 Page 4 of 5 To 3 OF TIBURON S gymture) Margaret A. Curran (3~larrxe) Toy,Nm aEE Le - critic) (Date) STS N ENGINEERS INC. (S~nats~r~) Oliver Si P (Name) CEO/CFO (Title) (Date) ' owN OF xmuRoN Ann Danforth (Name) Town A ttoma Critic) Town of Tiburon 2400 Page 5 of 5 EXHIBIT "A" 2171 E, Francisco Blvd„5u.fta K • -San flafael,rWtornfa 94901 • (415) 457.0,701 Felt: (415) 457-1638 R eernallmOstetsoneng{neers.comrn ww $61 Vfllage0ar - Drfue, Suite 100 * Cvolns,C: Wromla 91-774,6 (626) 967-5W2 f,4R,(tS261331~?065 • dra~~ip:wc~E7st~tsnn~angfna~ers.L~rti~ STETSON ;ias~'~+.G~~~alul~e ft~#„~u1te DZF.~ • Nlesn.~iti2on~ 91:~5?1 • t~e.t~~~~~•s~tb ENQINEERS INC, FAX, t180) 834-a;6L) • omali;Rsa t sscx4nenaine r~,c m 2400 September 7, 2011 Mr. Todd H. Master Howard Rome Martin & Ridley, LLP 1775 Woodside,Road, Suite 200 Redwood City, California 94061 Re: Proposal to Provide Professional Engineering Services Regarding 10 Tara View, Tiburon, California Dear Mr. Master: Stetson Engineers is pleased to submit this proposal to provide engineering services in connection with the landslide near 10 Tara View, Tiburon, California. 'The scope of our engineering services includes site visit, review of existing reports and maps and providing professional opinions regarding the probable cause of the landslide. Stetson Engineers is qualified to perform hydrologic analysis, aerial photo interpretation, structural analysis, topographic maps interpretation, and water flow hydrology and hydraulics, as needed. In general, we propose to provide our professional opinions. regarding any effect that water may have had on the probable cause of the landslide. We propose to provide these services on a time-and-materials basis in accordance with our standard fee schedule (attached). Following is our detailed scope of work and estimated fees. Scope of work and Estimated Fees Task 1: Site Visit, Report and Map Review Stetson will visit the site to understand the flow of storm water at the project site. Stetson will review topographic maps and aerial photos that are available, Stetson will review any geotechinical reports and other relevant'reports and documents that were prepared by others for the project site and vicinity. Estimated Fee: $2,800 Task 2: Prepare Site Maps and Perform Analysis After the site visit and report and map reviews are completed, Stetson will prepare drainage basin map upslope of 10 Tara View, Tiburon using our existing contour data from Marin County supplemented by additional site surveys performed by Stetson. The Marin County contour data was based on asurvey performed in 2004. The drainage basin map will show the location of the houses and landslide. Stetson will perform hydrology and hydraulic analysis and prepare opinions regarding the probable cause of the landslide. Estimated Fee: $4,200 Z Task 3: Consultations with Client and Other Experts As directed by the client, Stetson will consult with client and other expert consultants on matters pertaining to the project on an as needed basis. Estimated Fee: $2,000 Expert report preparation and expert witness testimony, if needed, will be provided in a separate scope and budget. Estimated Fee Summa Following is our summary of the estimated fees by task. Task Estimated Fee 1 $ 2,800 2 4,200 3 2,000 Expenses 300 Contingency 700 Subtotal $10,000 Stetson charges on a time-and-materials basis according to our standard fee schedule (attached to contract). Our estimated fee to complete the scope of work is $10,000, which does not include expert report preparation and expert witness testimony. Staffine Mr. Jae eMaggio, 'E, will he the engineer-in-charge for this project. Mr. f3eMaggio is Supervising Engineer for Stetson Engineers with over 0 years of experience in civil engineering, 'Mth particular expertise in expert witness testimony in aerial photo interpretation and design of water conveyance facilities. We hope that this proposal meets your reeds. If yqu have any questions or would like further inforn ation, please call me at 415-457-0701 or email at coed stetsanen'ineers.corn 33 3 Sincerely, S F i Joe De ag :io, PE EXHIBIT "B" 2171 E. Francisco Blvd., Suite K • San Rafael, California 94901 Phone: (415) 457-0701 • FAX: (415) 457-1638 • Web site: www.stetsonengineers.com W J Northern California • Southern California • New Mexico • Arizona • Nevada • Colorado STETS C? N ENGINEERS INC. Standard Billing Rate S chedule Professional Fees Principal $185.00 Per Hour Special Project Director $185.00 Per Hour Project Manager, Senior $173.00 Per Hour Supervisor I ' $173.00 Per Hour Supervising Soil Scientist $165.00 Per Hour Supervisor II $163.00 Per Hour Supervisor III $155.00 Per Hour Senior I $147.00 Per Hour Senior II $131.00 Per Hour Senior III 5121.00 Per Hour Construction Manager $120.00 Per Hour Construction Manager J Oversight $105.00 Per Hour Senior Construction Inspector $105.00 Per Hour Senior Field Geologist $120.00 Per Hour Senior Associate $110.00 Per Hour Associate I $105.00 Per Hour Associate It $100.00 Per Hour Associate III $95.00 Per Hour Associate Soil Scientist $9$,00 Per Hour Senior Assistant $92.00 Per Hour Assistant I $89,00 Per Hour Assistant H $84.00 Per Hour Assistant II Soil Scientist $84.00 Per Hour. Assistant III $79.00 Per Hour GIS Manager $105.00 Per Hour GIS Specialist I $89.00 Per Hour GIS Specialist 11 $79.00 Per Hour Technical Illustrator $79,00 Per Hour . AutoCAD Technician $79.00 Per Hour Soil Technician $70.00 Per Hour Aide I $68.00 Per Hour Aide II $58.00 Per Hour Aide III $53.00 Per Hour Project Coordinator I $121,00 Per Hour Project-Coordinator.-II.... $89.00.. Per. Hour- Project Coordinator III $79,04 Per Hour Contract Management $95.00 Per Hour Administrative I $68.00 Per Hour Administrative II $58,00 Per Hour Administrative 111 $53.00 Per Hour STETSON ENGINEERS INC. Direct Expense Rates Expense Description Billing Rate Fax (In-House) $.30 / she*et CAD (In-House) $15.00 / hour GIS Exp ense (In-Housa) $15.001 hour Specialty Computer Expense (In-House) $5.00 /hour 1Vlileage mile Repr o ducti on B & W (In-H ous e) $15 / sheet Reproduction Color 8.5 x 11 (In-House) $.89 /sheet Repro ducts on Color 11 x 17 (In-House) $1.89 / sheet Plotter Reproduction.O:E House) r $1.50 /sq. ft 4 x 4 Truck w/Drill Ri g $150.00 /day Surrey Equipment $12 0.00 / day All other project reimbursable expenses (i.e., telephone, commercial transportation , meals, lodging, postage, outside reproduction, etc.) are billed at cost. Direct Expenses and Subcontractor Charges are subject to a 5% Administration Fee I *Mileage is billed at the current IRS approved mileage rate and may be subject to change E Note: Testimony fees are 150% of standard rates and apply to depositions, court time and time spent on stand-by at attorney's request. Travel time and preparation time is charged at standard rates. Stetson Engineers Inc, authorizes only staff at associate classification or higher to testify as expert witnesses.