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HomeMy WebLinkAboutAgr 2013-10-01 (Marin County Bicycle Coalition)r i t 1 1 THIS AGREEMENT, made and entered this I" day of October, 2013, by and between the TOWN OF TIBURON, a political subdivision of the State of California ( "Town "), and the MARIN COUNTY BICYCLE COALITION, a California non -profit corporation ( "MCBC "), RECITALS A. Town desires to implement a pilot program to encourage students to travel to and from school by bicycle rather than automobile. This program would create a "Bike Train" consisting of trained adults that would lead groups of students from Bel Aire Middle School and designated meeting places on Wednesdays during the school year, beginning on October 9, 2013 and ending on June 11, 2014. B. MCBC has the resources and expertise required to develop and administer the program and has agreed to do so on the terms and conditions set forth here. AGREEMENT 1. Scope of MCBC Services. MCBC shall perform the following services: A. Create a route map and schedule, identifying the times and locations for dropping off and picking up of participating students. B. Promote the Bike Train through back to school night announcements and other media likely to reach potential participants. C. Register student participants and obtain their parents' or guardians' signatures on Town - supplied waivers of liability. D. Recruit and train adult leaders to assist with the Bike Train. E. Retain at least two cycling instructors certified and insured by the League of American Bicyclists ( "Conductors "). The Conductors will be responsible for leading the Bike Train according to the route map and schedule. The Conductors will provide evidence of insurance to the Town as set forth in Section 7. 2. Compensation. MCBC shall invoice the Town on a monthly basis for time and materials expended in the performance of this contract. Town agrees to reimburse MCBC for costs associated with retaining the Conductors and other administrative expenses, up to a maximum of seven thousand one hundred dollars ($ 7,100.00). MCBC's total compensation shall not exceed this maximum without prior Town approval of an amendment to this Agreement. 3. Standard of Work; Indemnity. MCBC shall perform the Services in a skillful and professional manner compatible with the usual, customary standard of professionals engaged in such Services. MCBC shall indemnify, defend and hold Town harmless from 114 and against claims, liabilities, suits, loss, cost, expense and damages to the extent caused by a negligent act or omission of MCBC's in the performance of the Services pursuant to this Agreement. 4. MCBC as Independent Contractor. MCBC (including its agents, employees and volunteers) is not an agent or employee of Town but is an independent contractor not subject to the direction and control of Town. Without limiting the foregoing, MCBC 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. 5. Attendance at Hearings. If requested by the Town Manager, MCBC shall appear at meetings or other hearings that pertain to the Services. 6. Audit of Books and Records. Town may, in its sole discretion, undertake an independent audit and /or evaluation of MCBC's records and accounts of expenditures and program activities at its own expense. MCBC shall furnish all items necessary in 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. MCBC shall maintain insurance as set forth below. Town shall be added as an additional insured to MCBC's Comprehensive General Liability and Comprehensive Automobile Liability insurance policies. Such coverage shall be primary, non- contributory insurance to the Town, its officials, officers and employees. The limits set forth below are not intended to operate as a limit to MCBC's liability under Sections 3 and 4 of this Agreement. 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. Stop Work Order. Town may at any time, by written notice to MCBC ( "Stop Work Order "), require MCBC 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 MCBC. Upon receipt of the Stop Work Order, MCBC 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 13. MCBC 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, MCBC shall receive an equitable adjustment in compensation or an extension of time for performance, as appropriate. 2/4 10. Delinquency. In the event that a proper invoice remains unpaid for more than 30 days after submittal, MCBC 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, MCBC 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 MCBC'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, MCBC shall deliver to the Town copies of all finished and unfinished surveys, studies, documents, computer disks, and /or reports pertaining to the contract, and MCBC shall be entitled to receive just and equitable compensation equal to his hourly rate, if outlined in Exhibit A, for any satisfactory work completed as determined by the Town. 12. Discrimination. In the performance of the terms of this Agreement, MCBC 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. To the extent that there are any inconsistencies with the Exhibit(s) to this Agreement and the main body thereof, the latter shall prevail. B. Governing Law; venue. The laws of the State of California shall govern this Agreement. In the event that a dispute arises under this agreement, Marin County shall be the proper venue for any judicial resolution of said dispute. 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. 3/4 IN WITNESS WHEREOF the parties hereto have caused their duly authorized representatives to execute this Agreement the day and year above written. MARIN COUNTY BICYLCE COALITION �im Baeniso,'V—xecutive Director APPROVED AS TO FORM: Ann R. Danforth, town Attorney TOWN OF TIBURON Margaret (A. Curran, Town Manager 414