HomeMy WebLinkAboutAgr 2011-09-01 (Trisha Aljoe)d), " ri t ~
AGREEMENT FOR PROFESSIONAL SERVICES -
LEGAL CONSULTANT
THIS AGREEMENT, made and entered this _ day of SQ 2011 by and
between the TOWN OF TIBURON, a municipal corporation, h einafter called "Town," and
TRISHA ALJOE, hereinafter referred to as "Consultant,"
RECITALS
A. The Town is commencing legal action to abate a nuisance and/or code violations within the
Town's jurisdiction.
B. To ensure effective and efficient representation of the Town, the Town wishes to retain a
consulting attorney experienced in code enforcement and abatement actions.
C. The parties wish to contract for the Consultant to provide the services described herein.
AGREEMENT
Scope of Consultant Services. Consultant shall assist the Town in pursuing abatement of
code violations and/or public nuisances, under the direction of the Town Attorney. Such
assistance may include, without limitation, preparing and/or reviewing court documents and
court appearances.
2. Compensation. Town shall pay Consultant for services rendered pursuant to this Agreement
at a rate of $150 an hour plus copies, postage, and third party costs. The payments shall be
made on a monthly basis upon receipt and approval of Consultant's invoice. Consultant's
total fee shall not exceed $31000 without a written amendment to this Agreement
3. Standard of Work; Indemnity. Town shall defend and indemnify Consultant against and
for all losses sustained by Consultant in the direct and indirect consequences of the
discharge of her duties on the Town's behalf for the entire term of this Agreement. In
performing legal services for the Town, Consultant shall be regarded as an employee of
the Town solely for purposes of the Tort Claims Act (Gov. Code Section 825 et. seq.)
and protected by the same immunities and right to indemnification and defense extended
by that Act to public employees.
4. Consultant as Independent Contractor; Indemnity. Except as provided in Section 3,
Consultant (including its agents and employees) is not an agent or employee ofthe Town but
is an independent contractor not subject to the direction and control of the Town and not
entitled to employee benefits. Without limiting the foregoing, Consultant shall maintain
complete control of its operations and personnel and shall be solely liable and responsible to
Agreement for Legal Services
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 Director of Community Development,
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
Section 2.
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. 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 shall deliver all materials to the Town upon completion or termination
of the work under this Agreement. If any materials are lost, damaged or destroyed
before final delivery to the Town, the Consultant shall replace them at its own expense.
Town shall hold any and all copyrightable subject matter in all materials and the
Consultant agrees to execute any additional documents that may be necessary to
document said ownership. Consultant shall keep materials confidential. Materials shall
not be used for purposes other than performance of services under this Agreement and
shall not be disclosed to anyone not connected with these services, without the Town's
prior written consent.
8. 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. DelinquencX. 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
Agreement for Legal Services
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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.
A. Governing Law; Venue. The laws of the State of California shall govern this
Agreement. In the event that a dispute arises regarding this Agreement, the venue
for resolution of said dispute shall be the County of Marin.
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
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.
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
Agreement for Legal Services
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Margare . Curran, Town Manager
APPROVED AS TO FORM:
eo"
Ann R. Danforth, Town Attorney
Agreement for Legal Services