2002-005- Authorizing The Town Manager Toe Execute Agreements With Cannon Design Group As The Primary And Mark Srebink Architect -Aia, As The Secondary (Back-Up) For Services As Architectural ConsultantRESOLUTION .2002 - 5
RESOLUTION OF THE TOWN COUNCIL OF THE TOWN OF LOS GATOS
AUTHORIZING THE TOWN MANAGER TO .EXECUTE AGREEMENTS WITH
CANNON DESIGN GROUP AS THE PRIIVIARY AND
MARK SREBNIK .ARCHITECT-AIA, AS THE SECONDARY {BACK-UP)
FOR SERVICES AS ARCHITECTURAL CONSULTANTS TO THE TOWN
WHEREAS, the Town of Los Gatos Town Council has determined that there is a need for
an architectural consultant; and
WHEREAS, the General Plan 2000 includes policies and implementing strategies supporting
this action; and
WHEREAS, the Town of Los Gatos sent Requests for Proposals to over 40 Bay Area
architectural and urban design firms including the Santa Clara Valley Chapter of the AIA; and
WHEREAS, the Town received seven proposals for architectural consulting services; and
WHEREAS, the most qualified consultants based on the proposals, interviews conducted
by Town staff and a evaluation of sites proposed for development are Cannon Design Group and
Marlc'Srebnik Architect-AIA; and
WHEREAS, project managers, Larry Canrion of Cannon Design Group and Mark Srebnilc
of Marlc Srebnilc Architect-AIA have applicable experience with peer .review, preparation and
:interpretation of design guidelines, worlcing with small communities, and are able to provide
architectural review services to the Town on an as needed basis,
RESOLVED, by the Town Council that the Town Manager is authorized and directed to
execute the agreements, attached hereto as Exhibits 1 and 2, for services as the primary and
secondary architectural consultants on behalf of the TOWN OF LOS GATOS.
PASSED AND ADOPTED at a regular meeting of the Town Council held on the 7th day
of January, 2002, by the following vote:
COUNCIL MEMBERS:
AYES: Steven Blanton, Sandy Decker, Steve Glickman, Joe Pirzynski,
Mayor Randy Attaway.
NAYS: None
ABSENT: None
ABSTAIN: None
SIGNED:
MAYOR O HE TOWN O LOS GATOS
LOS GATO , CALIFORN
ATTEST:
CLERK OF THE TO`iuN OF LO ATOS
LOS GATOS, CALIFORNIA
2
_ C'LF: Rr~
AGREEMENT FOR ARCHITECTURAL COIVSULTINL~~SIIE->~-~_1__
JRD
.___ -
THIS AGREEMENT is entered into .this day of January, 20Q~,~bj% and between Town
of Los Gatos; State ofCalifornia, herein called "Town",and CANNON DE~i~GN GROUP, enga~ect`~a
in providing ARCHITECTURAL consulting services herein called "Consultant". _ ~ ~ -~-~~-
RECITALS
A. Town is considering undertaking activities to .PROVIDE ARCHITECTURAL
CONSULTING SERVICES FOR THE TOWN OF LOS GATOS.
B. Town desires to engage CANNON DESIGN GROUP to .provide consulting services to
REVIEW AND CRITLQUE ARCHITECTURE FOR PROPOSED DEVELOPMENT
PROJECTS; PROVIDE WRITTEN COMMENTS TO THE- COMMUNITY
DEVELOPMENT. DEPARTMENT; PROVIDE TECHNICAL ASSISTANCE ON
UPDATES OF THE TOWN'S DESIGN GUIDELINES AND ATTEND PUBLIC
MEETINGS AS NEEDED because of Consultant`s experience and .qualifications to
perform the desired work.
C. Consultant represents and affirms that it is qualified and willing to perform the desired work
pursuant to this Agreement.
AGREEMENTS
NOW, THEREFORE, THE PARTIES HERETO AGREE AS FOLLOWS:
1. .Scope of Services. Consultant shall provide the services listed in the Consultant's Scope of
Work, attached hereto as Exhibit "A" and by this reference incorporated herein, and the
services listed below.
Administrative Duties
When needed by Town, review and critique the architecture of addtion/remodels or
new buildings that are part of proposed development .and redevelopment projects,
including evaluation of architectural plans; site visits; consulting with project
planners, the Director of Community Development and/or design professionals as
needed; review for compliance with .applicable design standards and guidelines,
specific plans and the General Plan, :and submission of written comments to the
Town prior to applicable staff or DRC meetings .(typically a 10 day turnaround):
TI. When needed by Town, work on special studies or projects including but not limited
to: updating the Town's design standards and guidelines, preparation of a checklist
for content of architectural .elevations for application packets, .and assistance with
Revised: January 23, 2002 Page 1 Of 8
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preparation/revision of hilllside design guidelines.
III. When needed by Town, conduct field investigations, studies, and prepare reports
related to architectural design, and develop appropriate conditions of approval.
IV. When needed by Town, assist in the. establishment and subsequent modification of
Town's design standards and guidelines, policies, and development fees.
V. Whenneeded by Town; attend meetings with Town staff, public officials, community
leaders, developers, design professionals and the general public.
VL. When needed by Town, advise, support and assist Town departments,. committees,
commissions, and Town Council. In addition, act as a liaison between Town and
Federal, State, and Regional agencies.
VII. When .needed by Town, attend Town Council, Planning Commission, and special
study session meetings when architectural review processes, policies or issues or
design guidelines revisions are being considered.
VIII. As requested by Town, provide copies of draft and final draft -work .products of
reports and studies prepared for Town. Consultant shall provide electronic file
copies of these documents as .needed.
Other miscellaneous services
IX. Town may occasionally have the need for other services not specifically listed in this
document that the consultant has the necessary experience and capabilities to
provide. Town or Redevelopment Agency may authorize consultant to perform such
selected services on an as-needed basis.
2. Time of Performance. The services of Consultant are for a fixed. one year period that will
commence upon the execution of the contract. Town retains the option with the mutual
consent of Town Manager and Consultant to renew the contract for a maximum of three
optional years. Should Town not renew a contract, the award and authorization of the
contract hall automatically expire. Town shall give Consultant at least 30 days notice, prior
to the cancellation or expiration of the contract.
3. Comp lance with Laws. Consultant shall comply with all applicable laws, codes, ordinances,
and regulations of governing federal, state and '.local laws. Consultant .represents and
warrants to Town that it has all licenses, perrnits, qualifications and approvals of whatsoever
nature which are legally required for Consultant to practice its profession. Consultant
represents and warrants to Town that Consultant shall, at its sole cost and expense, keep in
effect or obtain at all times during the term of this Agreement any .licenses,. permits, and
approvals which are legally required. for Consultant to practice its profession. Consultant
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shall maintain a Town of Los Gatos business license pursuant to Chapter 1 ~ of the Code of
Town of Los Gatos.
4. .Sole Responsibility. Consultant shall be responsible foremployng or engaging all persons
necessary to perform the services under this Agreement.
Information/Report Handling. All documents furnished to Consultant by Town and adl
reports and supportive data ,prepared by Consultant under this Agreement are Town's
property and shall be delivered to Town upon the completion of Consultant's services or at
Town`s written request. All reports, information, data, and exhibits prepared or assembled
by Consultant in connection with the performance of its services pursuant to this Agreement
..are confidential until released by Town to the public, and Consultant shall not make :any o f
the these documents or information available to any individual or organization not employed
by Consultant or Town without the written consent of Town before such release. Town
acknowledges that the reports to be prepared by Consultant pursuant to this Agreement are
for the purpose of evaluating a defined project, and Town's use of the information .contained
in the reports prepared by Consultant in connection with other projects shall be solely at
Town's risk, unless Consultant expressly consents to such use in writing. Town further
agrees that it will not appropriate any methodology or technique of Consultant which is and
has been confirmed in writing by Consultant to be a trade secret of Consultant.
6. Compensation. Compensation for Consultant's professional services shall be based upon
Town approval of each task as noted in the Scope of Services. Compensation for each task
shall not exceed the amount per task noted in Consultant's Schedule of Charges {attached
hereto as Exhibit `B"' and .incorporated by reference herein).
Billing shall be accompanied by a detailed explanation of the work performed by whom at
what rate and on what date. Billing invoices submitted for payment must reference Town
Purchase Order Number, and if applicable, the appropriate project address and Town
Application Number (e.g. 290 Wooded View Drive/S-00-84). Also., plans, specifications,
documents or other pertinent materials shall be submitted .for Town review, even if only in
partial or draft form.
Payment shall be net thirty (30) days.
Only one (1) purchase order number per invoice. will be accepted. All invoices and
statements shall .reference Town's purchase order .number and be addressed as follows:
Invoices: Town of Los Gatos
Attn: Accounts Payable
P.O. Box 655
Los Gatos, CA 95031
Statements: Town of Los Gatos
lzevised: January 23, 2002 Page 3 of 8
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Attn: Sandy Ortiz
P.O. Box 655
Los Gatos, CA 95031
Availability of Records. Consultant shall maintain the records supporting this billing for not
less than three{3) years fo lowing completion of the work under this Agreement. Consultant
shall make these records available to authorized personnel of Town at Consultant's offices
during business hours upon written request of Town.
8. Project Manager. The Project Manager for Consultant for the work under this Agreement
shall be Larry Cannon, AIA, AIC:P.
9. Assn ng ability and Subcontracting. The services to be performed under this Agreement are
unique and personal to Consultant. No portion of these services shall be assigned or
subcontracted without the written consent. of Town.
10. Notices. Any notice required to be given shall be deemed to be duly and properly given if
mailed postage prepaid, and addressed to:
To Town: Bud N. Lortz
Director of Community Development
Town of Los Gatos
110 E. Main Street
Los Gatos, CA 95030
Fax: (408) 354 7593
Phone: (408) 3:54-6874
E-mail: blortz@town.los-gatos:ca.us
To Consultant: Larry Cannon AIA AICP
Cannon Design Group
180 Harbor Drive, Suite 2.19
Sausalito, CA 94965
Fax: :(415) 331-3797
Phone: (41:5) 331-3795
E-.mail.: cdgplan@pacbell.net
or personally delivered to Consultant to such address or such other address as Consultant
designates in writing to Town.
11. Independent Contractor. Itis understood that Consultant, in the performance of the work and
services .agreed to be performed, shall act as and be an independent contractor. and not an
Revised: January 23, 2002 Page 4 of 8
C:\W INDO W S\TEMP\Cannon-Contract, wpd
agent or employee of Town. As an independent contractor hhe/she shall not obtain any rights
to retirement benefits or other benefits which accrue to Town employee(s). With prior
written consent, Consultant .may perform some obligations under this Agreement by
subcontracting, but .may not delegate ultimate responsibility for ...performance or assign or
transfer interests under this Agreement.
Consultant agrees to testify in any litigation brought regarding the subject of the work to be
performed under this Agreement. Consultant shall be compensated for its costs and expenses
in preparing for, traveling to, and testifying in such matters at its then current hourly rates of
compensation, unless such litigation is brought by Consultant or is based on allegations of
Consultant's negligent performance or wrongdoing.
12. Conflict of Interest. Consultant understands that its professional responsibilities is solely to
Town. Consultant has and shall not obtain any holding or interest within Town of Los
Gatos. Consultant has no business holdings or-agreements with any .individual member of
Staff or management of Town or its representatives nor shall it enter into .any such holdings
or agreements. In addition, Consultant warrants that it does .not presently and shall .not
acquire any direct. or indirect interest adverse to those of Town in the subject of this
Agreement, and i shall :immediately disassociate itself from such an interest should it
discover i has done so and shall, at Town's sole di cretion, divest itself of such interest.
Consultant shall not knowingly and shall take reasonable steps to ensure that it does not
employ a person having such an interest in this performance of this Agreement.. If after
employment of a person, Consultant discovers it has employed a .person with a direct or
indirect interest hat would conflict with its performance of this Agreement, Consultant shall
promptly notify Town of this employment relationship, and shall, at Town's sole discretion,
sever .any such employment relationship.
13. Equal Employment Opportunity. Consultant warrants that it is an equal opportunity
employer and shal'1 comply with applicable .regulations .governing equal employment
opportunity. Neither Consultant nor its subcontractors do and neither shall discriminate
against persons employed or seeking employment with them on the basis of age, sex, color,
race, marital. status, sexual orientation, ancestry, physical or mental disability, national origin,
religion, or medical condition, unless based upon a bona fide occupational qualification
pursuant to the California Fair Employment & Housing Act.
14. Insurance.
A. Minimum .Scope of Insurance:
i. Consultant agrees to have and maintain, for the duration of the contract,
General Liability insurance policies insuring him/her and his/her firm to an
amount not less than: one million dollars ($1,000,000) combined single limit
per occurrence for bodily injury, personal injury and property damage.
Revised: January 23, 2002 Page 5 of $
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ii. -Consultant agrees to have and maintain for the duration of the contract, an
Automobile Liability .insurance .policy ensuring him/her and his/her staff to
an amount not less than one million dollars ($1,000,000) combined single
Iimit per accident for bodily injury and property damage.
iii. Consultant shall provide to Town all certificates of insurance, with original
endorsements effecting coverage. Consultant agrees That ail certificates and
endorsements are to be received and approved by Town before work
commences.
B. General Liability:
Town, its officers, officials, employees .and volunteers are to be covered as
insured as .respects: liability arising out of activities performed by or on
behalf of Consultant; products and completed operations of Consultant,
premises owned or used by Consultant. This .requirement does not .apply to
the .professional liability insurance required for .professional errors and
omissions.
ii. Consultant's insurance coverage shall be primary insurance as respects Town,
its officers, officials, employees .and volunteers. Any :insurance or self-
insurances maintained by Town, its :officers, officials, employees or
volunteers shall be excess of Consultant's insurance and shall not contribute
with it.
iii. Any failure to comply with reporting provisions of the po icies shall not
.affect coverage provided to Town, its officers, officials, employees or
volunteers.
iv. Consultant's insurance shall apply separately to each insured against whom
a claim is made or suit is brought, except with respect to the limits of the
insurer's liability.
C. All Coverages: Each insurance policy required in this item shall be endorsed to state
that coverage shall not be suspended, voided, canceled, reduced in coverage or in
limits except after thirty (30) days' prior written notice by certified mail, return
receipt requested, has been given to Town. Current certification of such insurance
shall be kept on file at all times during the term of this agreement with Town Clerk.
D. In addition to these policies, Consultant shall 'have and maintain Workers'
Compensation insurance as required by California law and shall provide evidence of
such policy to Town before beginning services under this Agreement. Further,
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Consultant shall ensure that all subcontractors employed by Consultant provide the
.required Workers' Compensation insurance for their respective employees.
15. Indemnification. Consultant shall save, keep and hold harmless indemnify and defend Town
its officers, agent, employees and volunteers from all damages, liabilities, .penalties, costs,
or expenses in'law or equity that may at any time arise or be set up because of damages to
property or personal injury received by reason of, or in the course ofperforming work which
may be occasioned by a willful or negligent act or omissions of Consultant, or any of
Consultant's officers, employees, or agents or any sub-consultant.
16. Waiver. No failure on the part of either party to exercise any right or remedy hereunder shall
operate as a waiver of any other right or remedy that party may have hereunder, nor does
waiver of a breach or default under-this Agreement constitute a continuing waiver of a
subsequent breach of the same or any other provision of this Agreement.
17. Governing Law. This Agreement, regardless of where .executed, shall be :governed by and
construed to the laws of the State of California. Venue for any action regarding this
Agreement shall be in the Superior Court of the County of Santa Clara.
18. Termination of Agreement. Town and Consultant shall have the right to terminate this
agreement with or without cause by giving not less than Fifteen (15) days written notice of
termination. In the event of termination, Consultant shall deliver to Town all plans, files,
documents, reports, performed to date by Consultant. In the event of such termination, Town
shall pay Consultant an amount. that bears the same ratio to the maximum contract price as
the work delivered to Town bears to completed services contemplated underthis Agreement
pursuant to the :noted Scope of .Services and Exhibit A hereto, unless such termination is
made for cause, in which event, compensation, if any, shall be adjusted in light of the
particular facts and circumstances involved in .such termination.
19. Amendment. No modification, waiver, mutual termination, or amendment of this Agreement
is effective unless made in writing and signed by Town and Consultant.
20. Disputes. In any dispute over any aspect of this :Agreement, the prevailing party shall be
entitled to reasonable attorney's fees, including costs of appeal..
21. Entire Agreement. This Agreement, including Exhibits A & B, constitutes the complete and
exclusive statement of the Agreement between Town and Consultant. No terms, conditions,
understandings or agreements purporting to modify or vary this Agreement, unless hereafter
made in writing and signed by the party to be bound, shall be binding on either party..
Revised: January 23,.2002 Page 7 of 8
C:\WINDOWS\TEMP\Cannon-Contract:wpd
~N WITNESS WHEREOF, Town and Consultant have executed this Agreement as of the
icated on page one (1), _
P Los Gatos ~t7f2 Consultant:
~~Q~ ~
igo Town anager Larry Cannon, AIA AICP
'Los Gatos Cannon Design Group
Town of Los Gatos,
~s, California
,~
S~ /f~ %
/.
';.~os ove, Town Clerk
i as to Form:
orb, Town Attorney
ry zs, Zooa Page S of 8
TEMP\Cannon-Contract, wpd
~_~~~.:.
.~~c~
.~ _~~n
AGREEIVIENT FOR ARCHITECTURAL CONSULTING SE;~~~~>c~S-~-j ~ -- ~JC~~ ~~~~
.~'~ `III
THIS AGREEMENT is entered into ths1 day of January, 2002, by.,~~ b.~~#w{~et~ Town .t ~i { ,
of Los Gatos, State of California, herein called Town ,and MARK SREBNIK ARC~I't~C`~`~
AIA, engaged in providing ARCHITECTURAL consulting services herein called "Consultant".
RECITALS
A. Town is considering undertaking activities to PROVIDE BACK-UP ARCHITECTURAL
CONSULTING SEktVICES FOR THE TOWN OF LOS GATOS.
B. Town desires to engage MARK SREBNIK, AIA to provide consulting services to REVIEW
AND CRITIQUE ARCHITECTURE FOR PROPOSED DEVELOPMENT
PROJECTS; PROVIDE WRITTEN COMMENTS TO THE COMMUNITY
DEVELOPMENT DEPARTMENT; PROVIDE TECHNICAL ASSISTANCE ON
UPDATES OF THE TOWN'S DESIGN GUIDELINES .AND ATTEND PUBLIC
.MEETINGS AS NEEDED because of Consultant's experience and qualifications to
perform the desired work.
C. Consultant represents and affirms that it is qualified and willing to perform the desired work
pursuant to this Agreement.
AGREEMENTS
NOW, THEREFORE, THE PARTIES HERETO AGREE AS FOLLOWS:.
Scope of Services. Consultant shall provide the services .listed in the Consultant's Scope of
Work, attached .hereto as Exhibit "A" and by this reference incorporated herein, and the
services`listed below.
Administrative Duties
When needed by Town, review and critique the architecture of addition/remodels or
new buildings that are part of proposed development and redevelopment projects,
including evaluation of architectural plans; site visits,; consulting with project
planners, the Director of Community Development and/or design professionals as
needed; review for compliance with applicable design standards and guidelines,
specific plans and the General Plan, :and submission of written comments to the
Town prior to applicable staff or DRC meetings (typically a 10 day turnaround).
II. When needed by Town, work on special .studies or projects including but not limited
to: updating the Town's design standards and guidelines, preparation of a checklist
for content of architectural elevations for application packets, and .assistance with
Revised: January 31, 2002 Page I Of 8
C:\WINDOWS\TEMP\Srebnik2.wpd
preparatioi~/revision of hillside design guidelines.
III. When needed by Town, conduct field investigations, studies, and prepare reports
related to architectural design, and develop appropriate conditions of approval.
IV. When needed by Town, assist in the establishment and subsequent modification of
Town's design standards and guidelines, policies, and- development fees.
V. When needed by Town, attend meetings with Town staff, public officials, community
leaders, developers, design professionals and the general public.
VI. When needed by Town, advise, support and assist Town departments, committees,
commissions, and Town Council. In addition, act as a liaison between Town and
Federal, State, and Regional agencies.
VII. When needed by Town,. attend Town Council, Planning Commission, and special
study .session meetings when architectural .review processes, policies or issues or
design guidelines revisions are being considered.
VIII. As requested by Town, provide copies of draft and final draft work products of
reports and studies prepared for Town. Consultant shall provide electronic file
copies of these documents as needed.
Other miscellaneous services
IX. Town may occasionally have the need for other services not specifically listed in this
document that the consultant has the necessary experience and capabilities to
provide. Town or Redevelopment Agency may authorize consultant to perform such
selected .services on an as-needed basis.
2. Time of Performance. The services of Consultant are for a fixed one year period that will
commence upon the execution of the contract. -Town retains the option with the mutual
consent of Town Manager and Consultant to renew the contract for a maximum. of three
optional years. 'S`hould Town not renew a contract, the award and authorization of the
contract shall automatically expire. Town shall give Consultant at least 30 days notice, prior
to the cancellation or expiration of the contract.
Compliance with Laws. Consultant shall comply withall applicable laws, codes, ordinances,
and regulations of governing federal, state and local laws. Consultant represents and
warrants to Town that it has all licenses, permits, qualifications and approvals of whatsoever
nature which are legally required for Consultant to practice its profession. Consultant
represents and warrants to Town that Consultant shall, at its sole cost and expense, keep in
effect or obtain at all times during the term of this Agreement ,any licenses, permits, and
approvals which are legally required for Consultant to practice its profession. Consultant
Revised: January 3(,'2002 Page 2 of 8
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shall maintain a Town of Los Gatos business license pursuant to Chapter 14 of the Code of
Town of Los Gatos.
4. Sole Responsibility. Consultant shall be responsible for employing or engaging all persons
necessary to perform the services under this Agreement.
Information/Report Handling. All documents furnished to Consultant by Town and all
reports and supportive data prepared by Consultant under this Agreement are Town's
property .and shall be delivered to Town upon the completion of Consultant's services or at
Town's written request. All reports, information, data, and exhibits prepared or assembled
by Consultant in connection with the performance of its services pursuant to this Agreement
are confidential until released by Town to the public, and Consultant shall not make any of
the these documents or information available to any individual or organization not employed
by Consultant or Town without the written consent of Town before such re ease. Town
acknowledges that the reports to be prepared by Consultant pursuant to this Agreement are
forthe purpose of evaluating a defined project, and Town's use of the infornation contained
in the reports prepared by Consultant in connection with other projects shall be solely at
Town' risk, unless Consultant expressly consents to such use in writing.. Town fiirther
agrees that it will not appropriate any methodology or technique of Consultant which is and
has been confirmed in writing by Consultant to be a trade secret of Consultant..
6. Compensation. Compensation .for Consultant's professional services shall be based upon
Town :approval of each task as noted in the Scope of Services. Compensation for each task
shall not exceed the amount per task noted in Consultant's '.Schedule of Charles (attached.
hereto as Exhibit "B" .and :incorporated by reference herein).
Billing shall be accompanied by a .detailed explanation of the work performed by whom at
what :rate .and on what date. Balling .invoices submitted for payment must reference Town
.Purchase Order Number, and if applicable, the appropriate project address. and Town
Application Number (e.g. 290 Wooded View Drive/S-00-84). Also, plans, specifications,
documents or other pertinent materials shall be submitted for Town review, even if only in
partial or draft form.
Payment shall be net thirty (30) days.
Only one. (1) purchase order number per invoice will be accepted. All invoices and
statements shall reference Town's purchase order number and be addressed as follows:
Invoices: Town of Los Gatos
Attn: Accounts Payable
P.O. Box 655
Los Gatos, CA 95031
Statements: Town of Los Gatos
:Revised: January 31, 2002 Page 3 of 8
C:\wINDO W S\TENII'\Srebnik2, wpd
Attn: Sandy Ortiz
P.O. Bax 65.5
Los Gatos, CA 95031
7. Availability of Records. Consultant shall maintain the records supporting this billing for not
less than three (3) years following completion of the work under this Agreement. Consultant
shall make these records available to authorized personnel of Town at Consultant's offices
during business hours upon written. request of Town.
8. .Project Manager. The Project Manager for Consultant for the work under this Agreement
shall be Mark Srebnik, AIA.
9. Assi ng ability and Subcontracting. The services to be performed under this Agreement are
unique :and personal to Consultant. No portion of these services shall be assigned or
subcontracted without the written consent of Town.
10. Notices. Any notice required to be given shall be deemed to be duly and properly given if
mailed postage prepaid, and .addressed to:
To Town: Bud N. Lortz
Director of Community Development
Town of :Los Gatos
110 E. Main Street
Los Gatos, CA 95030
Fax: {4'08) 354-7593
Phone: (408) 354-6874
E-mail: blortz@town.los-gatos.ca.us
To Consultant: Mark Srebnik .Architect, AIA
1644 Dallas Court
Los Altos, CA 94024-6119
Fax: (6:50) 969-8898
Phone: (650) 969-5T57
E-mail: Mark@1VIarkSrebnikArchitect.com
or personally delivered to Consultant to such address or such other address as Consultant
designates in writing to Town.
11. Independent Contractor. It is understood that Consultant, in the performance of the work and
services .agreed to be performed, shall act as and be an independent contractor and not an
agent or employee of Town. As an independent contractor he/she shall not obtain any rights
Revised: January 31, 2002 Page 4 of 8
C:\WINDO WS\TEMP\Srebnik2,.wpd
to retirement benefits or other benefits which accrue. to Town employee(s). With prior
written consent, Consultant may perform some obligations under this Agreement by
subcontracting, but may not delegate ultimate responsibility for performance or assign or
transfer interests under this Agreement.
Consultant agrees to testify in any litigation brought regarding the subject of the work to be
performed under this Agreement. Consultant shall be compensated for its costs and expenses
in preparing for, trave ing to, and testifying in such matters at its then current hourly rates of
compensation, unless such litigation is brought by Consultant or is based on allegations of
Consultant's negligent performance or wrongdoing.
12. Conflict of Interest. Consultant understands that its professional responsibilities is solely to
Town.. Consultant .has and shall not obtain any holding or interest within Town of Los
Gatos. Consultant has no business holdings or agreements with any :individual member of
Staff or management of Town or its representatives nor shall it enter into any such holdings
or agreements. In addition, Consultant warrants that it does not presently and shall not
acquire any direct or indirect interest adverse to those of Town in the subject of this
Agreement, and it shall immediately disassociate itself from such an interest should it
discover it has done so and shall, at Town's sole discretion, divest itself of such interest.
Consultant shall not knowingly .and shall take reasonable steps to ensure that it does not
employ a person .having such an interest in this performance of this Agreement. If after
employment of a person, Consultant. discovers it has employed a person with a direct or
indirect interest that would conflict with its performance of this Agreement, Consultant shall
promptly .notify Town of this employment relationship, and shall, at Town's sole discretion,
sever any such employment relationship.
13. .Equal Employment Opportunity. Consultant warrants that it is an equal opportunity
employer and shall comply with applicable regulations governing equal employment
opportunity. Neither Consultant nor its subcontractors do and neither shall discriminate
:against persons employed or seeking employment with them on the basis of age, sex, color,
race, marital status, sexual orientation, ancestry, physical or mental disability, national origin,
religion, or medical condition, unless based upon a bona fide occupational qualification
pursuant to the California Fair Employment & Housing Act.
14. Insurance.
A. Minimum Scope of Insurance:
i. Consultant agrees to have and maintain, for the duration of the contract,
General Liability insurance policies insuring him/her and his/her firm to an
amount not less than: one million dollars ($1,000,000) combinedsngle limit
per occurrence for bodily injury, personal injury and property damage.
Revised: Ja»uary 3l, 2002 Page 5 of 8
C:\WINDOWS\TEMP\Srebnik2.wpd
FEB. :c.2~ ~t=!~ 1'~ ~ Gr~+FPi Tt::( OF U:.!' ~_HTi~S ( ! ICi. ~=-llt F'. ~ _'
iii. Constt[lant shall provide to Town all czrtifrcatas of insttx~trtce, with original
endorsements effectinlg coverage, Cousttltatlt agrees that all certificates Arid
endorsements az'e Co be received and .approved by Town before work
commences.
iv. Consttltatlt agrees to have ar~d maintain, for the clllratlOrl Of t11e Contract,
Professional littUility insurance in at~lounts not less than ~~50;000 which is
SllffrClent t0 IrlSiu'e C411S1r1ta.17.t For profL'SS10I1~1 e1TOrS or omissions ir1 the
perforx~~ar>ee of the Particular scope of worlt under this agrsen~ent.
B. General Liability;
Tarxni, its officet•s, of~cial.s, employees and voltnteers ar•e to be covered as
instu•ed as respects: liability a.risizrg out of activities perfot~ned by or on
behalf of Consultant.; prodt.tcis axed eorrrpleted operations of Consultant,
premises owned or used by Consultant, 'This requirerrrent sloes not apply to
the professional liability insurance required t'or professional error's grid
omissions,
ii. Cousttltant's insurance coverage shall be primary tastu•flnce as respects Town,
its officers, offa,cials, employees grid volunteers. .Any insuran.ee or self-
insurances maintained by t'otivn, its officers, officials, employees ors
vohtnieers shall be excess ofConsultant's-insurance and shall not contribute
wwith it.
iii, t~ly failure to comply wifih r~portirzg provisions of the policies shall not
affecl coverage provided Lo Town, .its officet's, officials, employees or
volunteers.
iv. Consultant's .insurance shall apply separately to each insured against ~~~honZ
a claim is lllade or suit is brottglli, e:~eept with respect to the limits of the
illSltreT'S lr ability.
C. All Coverages: )acl~. insurance policy required lrl this item shall be ertdaraed to state
that coverage sb:all not. be suspended, voided, canceled, reduced in coverage or in
limits e~;cept a~er;thirty (30) clays' prior written notice has Ueen givens to ~'owt~, ~~~ith
the exoeptian for non-payment of prErPitu~ in t~vliich case 'ten (10) days notice will
be .given, CtuTent certificatiotl of such .insurance shall Ue-kept on t"tlo at all lirl~es
during the term of this agreement with. Town Clerk.
D, Tn addition to these policies, Corrs.ultant shall have and maintain ~,Vorler~s'
CompelYSation. insurance as required by California lavv and shall provide evidence of
sttcl~. policy to TOWr~, Uefore beginning services under this _Qgreement. Further,
Revised; February>, 200: pale ~ Of
~':1DE VIS UZA~~Arch ituot~S robnil:-ContrRet,.v~d
F'Efi. ~~.2t=t~=r~ 1 : 1~~F~P~1 T~{ i:~F Li:?~ ~:HTi;~~~ ( ~..li=!.,_;-~~_~ F~.
Consultant shall enstue that all subcontractors employed by Consultant provide the
required W'orkers' Compensation. insurance for their respective employees.
15, Indernnificativz~. Consultantslla?1 save, keep and holdharnzless inde>nnifY and defend T'o~~n
its officers, agent, employees and volunteers i'rora al'1 damages, liabilities, penalties, costs,
or expenses iii. Ia'w or equity that nzay al' ayly tithe arise or be set up because a#' damages to
property or personal iiYjt>,iy arising out of a willful or negligent act or on~issions of
Consult~~t, or any of Consultant's officers, employees, or agents or any sub-consultant.
16. '~Yaiver, No fai:ltue on tl~.e part of eiti~erpai-ty to exercise any right or remedy Hereunder shall
operate as a waiver of aay other right or remedy that party may leave lleralu~der, nor does
waiver of a breach or .default under this .Agreement constitute a contiylttiilg waiver of a
subsequent breach of the. same or any other provision of Yllis Agreement.
17. Govei~nin )•.,a.w. This Agreeu~ent, regardless ofwhere executed, shall be govarr~ed by ar~d
construed to the ia~s+s of the State of Calfoi-~~irt, Venue for any action regarding this
Agreement s}all be in tha Superior Court of the County of Sailta Cl.axa.
18. Termination of A •eement. Town a~zd Consultant shall have the right to terminate this
agreement with or without cause by art-iilg not less than ~Fteen {1S) days ~vrztten notice of
termination, Its. the event of terminati.oi~, Consultant shall deliver to Town all plans, files,
documents, reports, perfoi7ned to datsby Consultant. In the event of such ternzztati on, Town
shall pay Consultant an anlo~uat tlaa;t bears the same r~tio'to the maximum contract price as
the work deliveredto Tov~mbears to coia1pleied services contemplated tinder this Agreement
pursuaa~t to the noted Scope of Services and Exhibit A hereto, unless such termination is
tzYade for cause, in which event, compensal:iou, if an.y, shall be adausted i» lzgllt of the
particitlax facts aald circumstances }evolved in such tet~znination.
19, Atnendm~nt, No modification, waiver, nZUtt-al tet7nination, or amondmant of tlvs Agreement
is effective unless made in wilting and .signed by Town and Const~tant,
20, Dis ~ Tn any dispute over any aspect of Chis agreement, the prevailing party sl.la]'I be
entitled to reasonable attorney's .fees, iiaeluding costs off' appeal;
l . Entire A•~reetilei~t, This Agreetlt.etlt, ixlcluding 1/.xhibits A & B, constitutes the complete and
exclusive statement oftlt.e,A.greement between.`To~v~t. and Consultant. ~o terms, cond%tians,
understandings or agreements purporting to ri~odify or vary this ,Agreement, unless hcreal~er
.made in writing and signed by the panty to be bound, shall be bi.ndinb on either party.
Revised; Febnttu-y i, 2002 Page 7 of 8
Nt1DE\^:S Ul,AIYNEIArchiiectlS~ebrtU~-G9ntract.t~~>d
understandings or agreementspurporting to modify or vary this Agreement, unless hereafter
made in writing and signed by the-party to be bound, shall be binding on either party.
IN WITNESS WHEREOF, Town and Consultant have executed this Agreement as of the
date indicated on page one (1).
Town of Los Gatos
`~~._.
Debra Fi own Manager
Town of Los Gatos
Consultant:.
Z ~/~~.
r Srebnik
Mark Srebnik .Architect-AIA '
ATTEST:
Clerk of Town of Los Gatos,
Los Gatos, Califo•r~ia
Marian , ;~osg ve, Town Clerk
Approved as to Form:
i
C1rry P. Korb, Town Attorney
Revised: January 31, 2002 Page 8 of 8
C: \ W IND O W S\TEMP\S rebnik2, wpd