2007-080-Approving Third Amendment To The Agreement For Professional Consultant ServicesRESOLUTION 2007-080
RESOLUTION OF THE TOWN COUNCIL
OF THE TOWN OF LOS GATOS
APPROVING THIRD AMENDMENT TO THE AGREEMENT FOR
PROFESSIONAL CONSULTANT SERVICES
WITH GEOMATRIX CONSULTANTS, INC.
FOR GEOLOGY AND GEOTECHNICAL PEER REVIEW FOR.
PRIVATE DEVELOPMENT PROJECTS
WHEREAS, it is necessary for the Council to secure professional consultant
services to provide assistance to the Town in the implementation of tasks related to the geology
and geotechnical peer review for private development projects; and
WHEREAS, the Town Council has selected the firm of Geomatrix Consultants, Inc.
to provide professional services in connection with the geology and geotechnical peer review for
private development projects; and
NOW, THEREFORE, IT IS RESOLVED that the Town Council of the Town of
Los Gatos hereby approves the attached third Amendment to the Agreement (Exhibit A) for
Professional Services with Geomatrix Consultants, Inc. to provide professional services in
connection with the geology and geotechnical peer review for private development projects for one
more year; and
BE IT FURTHER RESOLVED that the Town Manager is hereby authorized and
directed to execute said third Amendment to the Agreement on behalf of the Council.
PASSED AND ADOPTED at a regular meeting of the Town Council of the Town
of Los Gatos held on the 18th day of June, 2007, by the following vote:
COUNCIL MEMBERS:
AYES: Steve Glickman, Diane McNutt, Barbara Spector, Mike Wasserman, and Mayor Joe
Pirzynski
NAYS: None
ABSENT:
ABSTAIN:
'G___
SIGNED: ~ '
AYOR OF THE TOWN OF LOS GATOS
LOS GATOS, CALIFORNIA
ATTEST.;` ~, ~~.~~""'v~ ~„~°-
CLERK ' T E TOWN OF LOS GATOS
LOS GAO ,CALIFORNIA
THIRD AMENDMENT TO AGREEMENT
This THIRD AMENDMENT TO AGREEMENT is entered into this day of
200_, by and between the Tor~vn of Los Gatos, State of California, herein called "Town," and
Geomatrix Consultants, Inc., herein called "[Consultant]."
RECITALS
A. Town and Consultant entered into a Professional Consultant agreement for geotechnical
consultant services on October 23, 2002 ("Agreement"), a copy of which is attached hereto
as (Attachment 2) and incorporated herein by reference.
B. Town and Consultant entered into a first aa-nendment to the agreement in July, 2003,
("Amendment to Agreement"), a copy of which is attached as (Attachment 3) and
incorporated by reference.
C. Town and Consultant entered into a second amendment to the agreement on June 20,
2005 ("Second Amendment to Agreement"), a copy of which is attached as (Attachment 4)
and incorporated by reference.
D. A third amendment to the Agreement is necessary to assist the Town in performing
geology and geotechnical peer review for private development projects.
AMENDMENT
1. The Agreement is hereby amended to extend the .agreement fox a period of one more year
from July 1, 2007 through June 30, 2008.
2. The Agreement is amended to include the new schedule of charges (Attachment 5}.
All other items and condition of the Agreement dated 7uly, 2003 remain in full force
and effect.
IN WITNESS WHEREOF, the Town and Consultant have executed this third Agreement to
the Agreement as of the date indicated on page one (1).Town of Los Gatos, by:
Town of Los Gatos, by:
Debra J. Figone, Town Manager
Town of Los Gatos
Recommended by:
Kevin Rohani.
Interim Director of Parks and Public Works
ATTEST:
Town of Los Gatos, Californa
Geomatrix Consultants, Inc.
(Signature)
(Print Name}
(Address)
Approved as to .Form:
Jackie Rose, Clerk Administrator Orry P. Korb, Town Attorney
Revised: 11/04/04
N:\ENGTNEERTNG\COiJNCILREPORTS\geomatrix.geo.peer.review.3rd.amend.to.agrG1807..doc E~(HIBI'r A
' •e FICr, QF THE TU~~'ti CLERK
.MGR C~,~., .~~
AGREEMENT FOR GEOTECHNICAL CONSULTANT S~~~VICES .
. .. .:iRD
THIS AGREEMENT is entered into this day of October , 2002;~~
ofLos Gatos, State ofCalifornia, herein called "Town", and Geomatrix Consir~f~~-I-n ~ -~ -/
in providing Geology and Geotechnical consulting services herein called "Consultant."
RECITALS
A. Town is considering undertaking activities to PROVIDE GEOLOGY AND
GEOTECI-I'NICpT SERVICES FOR TOWN OF LOS GATOS.
B. Town desires to engage a Geotechnical consultant to provide consulting services to review,
analyze, and comment on development projects; prepare geotechnical analyses and reports;
conduct peer review of outside Geotechnical consultant reports, and staff public meetings
. because of Consultant's experience and qualifications to'perform the desired work.
C. Consultant represents and affirms that it i5 qualified and willing to perform the desired work
'pursuant to this Agreement. ~ •
AGREEMENTS
NOW, THEREFORE, THE PARTLES HERETO AGREE AS FOLLOWS.: ~ -
SCOpe of Services. Consultant shall provide the.Geology and Geotechnical review.services
as requested by the Town. .
Administrative Duties
I. When needed by Tawn, assess the potential geotechnical impacts associated with
proposed development and redevelopment projects. This shall include
.evaluating geotechnical reports and/or identifying mitigation measures and
recommending requirements and conditions of approval. The reviews shall be
based on the criteria used by Santa Clara County in their peer review process,
II. When needed by Town., work•on special studies or projects including but not limited
. tos updating the Town's geologic hazards map, preparation vfgeologic/geotechnical
_ checklists for application packets, emergency response and coordination, assistance
. with preparation/revision of hillside design guidelines, preparation of drawings and
specifications, monitoring of landslide hazards and litigation support and expert
witness testimony,
IIl. When needed by Town, conduct field investigations, studies, and prepare reports
related to geotechnical hazards and develop recommendations for mitigation
measures,
N. When needed by Town, assist in the establishment and subsequent modification of
'Town's geotechnical-related ordinances, design guidelines, policies, and development
• 'fees; - ;'ATTACHMENT 2
~/; When needed by Town, attend meetings with Town staff, public officials, community
leaders, developers, contractors 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 geotechnical issues and project applications with
geotechnical considerations 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 occasionallyhave 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 the period of October `14, 2002 to
June 30, 2003. The Town will review the consultants performance at the end of the contract
period and will have the option of renewing the contract. Should Town not renew a contract,
the award and authorization of the contract shall automatically expire. Town shall give
Consultant at least l5 days notice, prior to the cancellation or expiration of the contract.
Compliance with Laws. Consultant shall comply with all applicable laws, codes, ordinances,
and regulations of governing federal, state and local laws. Consultant represents and
wazxanfs 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
shall maintain a Town of Los Gatos business license pursuant to Chapter 14 of the Code of
Town of Lo's' Gatos. ~ .
4. Sole Responsibility. Consultant shall be responsible for employing or engaging all persons
necessary to perform, the services under this Agreement.
InformationlReport Handling. All documents furnished to Consultant byTown and all reports
acid 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 consultants by Consultant or Town without the written consent of Town before such
release. ~ ~ - .
Town acknowleages Jt the reports to be prepared by Consu,~ .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 authorization for each peer review. Billing for each peer review shall be based on the
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.~ ). Also, plans, specifications, documents
or other pertinent materi als 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
to Town shall reference Town's purchase order number and be ad"dressed as follows:
Invoices: Town of Los Gatos
. Attn: Accounts Payable
P.O. Box 655
Los Gatos, CA 95030
Statements: Town of Los Gatos
Attn: Sandy C-rtiz
P.O. Box 65.5
Los Gatos, CA 95030
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. Pro'ecl t Manager. The Project Manager for Consultant for the work under this Agreement
shall be Robert Wright.
9. Assignability 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:
John E. Curtis
Director of.Parks and Public Works
Town of Los Gatos
P. O. Box 949
To Consultant:
.
°~0~23~05
Los Gatos, CA 95030
Phone: (408) 399-5774
E~„art ~7'ohn ~ga,n
Vice President
Geomatrix Consultants, Inc.
2101 Webster Street - 12`h Floor
•Oakland, CA 94612
Phone: (510) 663-4100
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
to retirementbenefits or other benefitswhich accrue to Town employee(s). With prior written
consent, Consultant may perform some obligations under this Agreement by subcontracting,
but may not delegate ulti-mate 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 ho]dings 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) combined single limit
. per occurrence for bodily injury, personal injury•and property damage.
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 limit
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 all certificates and
endorsements are to be received and approved by Town before work
commences.
• iv. Consultant agrees to have and maintain, for the duration of the contract,
professional liability insurance in amounts not less than $1,000,000 which is
sufficient to insure Consultant for professional errors or omissions in the
.performance of the particular scope of work under this agreement. •
k
B. ~ General Liability;
I. 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 policies.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 b•e endorsed to state
that covez~,age 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
SUCK pO1zCy to Town before beginning services under this Agreement. Further,
Consultant shall ensure that all subcontractors employed by Consultant provide the
required Workers' Compensation insurance for their respective ertiployees.
I5. Indemnification. ~ ~,cr,, .itant shall save, keep and hold harmlt,...ademnify 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 of performing 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, nar 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. Governine 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 or Municipal Court of the County of Santa Clara.
18. Termination of A~'eement. Town and Consultant shall have •the right to terminate this
agreement with or without cause by giving not less than frfteen (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 under this Agreement
pursuant to the noted Scope of Services andExhibit Ahereto, unless such termination is made
for cause, in which event, cony-pensation, if any, shall be adjusted in ligk~t 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. ~ any dispute over any aspect of this Agreement, the prevailing party shall be
entitled to reasonable attorney's fees, including costs of appeal.
21. ~ EntireAQreement. This Agreement, including Exhibits A and B, constitutes the complete and
exclusive statement of the Agreernent~between Town and Consultant. No terms, conditions,
understandings oz 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.
' IN WITNESS Wr~iR. :'r, Town and Consultant have execu`~,. .la Agreement as of the date
indicated.on page one (1).
Town oi:Los Gatos Geomatrix, .Consultants, Inc.
Debra J, F' one, wn Manager ~ i y Egan, Vice P sident
Town of Los Gato ~ -
Recommended by:
Jo E Curtis ,.
Di ec r of Parks and Public Works
ATTEST:
Clerk of Town of.Los Gatos,,_
Los Gatos, California
y cJ
Mari ' os ove, Town Cle k
j fj~ 3/~ ~-. ,
Approved as to Form:
I
O orb, Town Attorney ~ • ' '
AMENDMENT TO AGREEMENT
This AMENDMENT TO AGREEMENT is entered into this
by and between theTown ofLos Gatos, State of California, herein c~
Consultants, Inc., herein called "Consultant."
RECITALS
GR C~ 8
cl~~ of ,~03, -
iIled "Town, an ,
nRB
RFC_
.^~~~
A. Town and Consultant entered into an agreement for geotechnical consultant services in
. October, 2002 ("Agreement"), a copy of which is attached hereto as (Attachment 2) and
incorporated herein by reference.
AMENDMENT
1. The Agreement is hereby amended to extend the agreement for a period of two years from
July 1, 2003 to June 30, 2005:
2. The consultant is prohibited from performing any work for private clients in the Town of Los
Gatos for the~period of the contract. _
All other terms and conditions of the Agreement dated October, 2002 remain in full force
and effect. , .
.~
II`t WITNESS WHEREOF, the Town and Consultant have .executed this Amendment to the
Agreement as of the.date indicated on this document.
Town of Los Gatos, by:
,~~~~~ 5~.~~
Debra J. Figone, Town Manager
Recommended by;
John E. Curtis
Director of Parks and Public Works
By: Geomatrix Consultants, Inc.
z~~~
(Si ature)
C~ t`'~l. ti-t CL ~ ~ ~G~
~-
(Print me) .
Approved as to Form:
.1~...~
Orry P, Korb; Town Attorney
ATTEST:
~;~
r ~~ .~ .~
To • le k, ~1,~~'-~~~•
ATTACHMENT 3
;LE1tK DEPARTMENT
AGR ~.~ C~ ~,.?~
I11H
SECOND AMENDMENT TO AGREEM~~ -
REC
RESO ~Gb,S-' ?l
This SECOND AMENDMENT TO AGREEMENT is entered into this ~ day of
~~, 2005, by and between the Town of Los Gatos, State ofCalifornia, herein called "Town,"
' and eomatrix Consultants, Inc., herein called "[Consultant/Contractor]."
RECITALS
A. Town and Consultant entered into an agreement for geotechnical consultant services in
October, 2002.("Agreement"), a copy of which is attached hereto as (Attachment 1) and
. incorporated herein by reference. ~ - -
B. ~ Towzi and Consultant entered into a first amendzxa::nt to the agreerr~ent for geotechnical
consultants services in July, 2003 ("Amendment to Agreement"), a copy of whickis attached
hereto as (Attachment 2) and incorporated by reference.
AMENDMENT
l . The Agreement is hereby amended to extend.the agreement'for a period of two .years from
July l., .2005 through Tune 30, 2007.
2. The consultant is prohibited from performing any work forpnivate clients in the Town of Los
Gatos for the period of the contract.
3. All other terms and conditions of the Agreement of October, 2002 remain in full force and
effect.
ATTACHMENT 4
IN WITNESS WHEREOF, the Town and Consultant have executed this second Agreement
to the Agreement as of the date indicated on page one (1).
Town of Los Gatos, by: By: Geomatrix Consultants, Inc.
2101 Webster Street- 12`h Floor
Oakland, CA 94612
Debra J. Figone, Town Manager
Town of Los Gatos
4
Recommended by:
~tiv ~ .To ~ n ~ . ~qan
Jo E. urtis ~. . ~ (Print Narne)
Direct of Parks anal Public Works
Approved as'to Form:
~ (~: ~~
P. Korb, Town Attorney
ATTEST:
~~ ~ • ~~
.Marlyn Ras us~,en, Jerk Administrator 7 )~d ~'
GEOMATRIX CONSULTANTS, INC.
SCHEDULE OF CHARGES
Effective January 26, 2007
The Schedule of Charges applies to all services provided by and/or through Geomatrix Consultants. The schedule of charges may be revised
periodically, as conditions require.
LABOR:
Labor charges are for technical work, including technical typing, editing, and graphics involved in the preparation of reports and
correspondence and for the time associated with production of such documents. Direct charges are not made for secretarial service, office
management,. accounting, and maintenance, because these items are included in overhead. Labor category charge rates for Geomatrix
Consultants, Inc. are listed below, Regional and other factors may influence rates charged for certain individuals. Rates for individuals will
be provided on request.
LABOR CATEGORX ~ HOURLY RATE
Principal $ 200 - 350
SeniorConsultant 200 - 350
Senior Decision Analyst 200 - 300
Senior II 180 - 200
Senior I 170
GIS Programmer/Web Designer 135
Project IT 130
Project I 120
Field Engineer 112
Staff II 110
Staff I 100
Senior Technician 85
Field Technician 80
CAD/Graphic Designer 90
Project Assistant 70
Technical Editor 85
Support Staff 62
Time spent in travel in the interest of the client will be charged at hourly rates, except that no more than 8 hours of travel time will be charged
in any day. When it is necessary for an employee to be away from the office overnight, actual costs, or a negotiated rate, will be charged for
living expenses. Employee expenses will be charged at cost plus 15°/0.
Charges for expert witness services will be at the hourly rates shown. Ilowever, for depositions and for court appearances, the rate is twice
the amount shown. There will be a 4-hour minimum per-day charge for depositions and an 8-hour minimum per-day charge for court
appearances. Special accounting services will be billed at the Support Staffrate.
COMMUNICATIONS CHARGE:
Four percent (4%) of Labor charges for routine photocopying, regular mail postage, and fax/telephone/cellular phone usage.
OUTSIDE SERVICES:
Outside services will be charged at cost plus 15%. Common outside items include: consultants, drilling services, laboratory testing,
equipment and vehicle rental, printing and photographic wont, postage and shipping, conference calls, Navel and transportation.
IZEIMBURSABLES:
Non-routine Photocopies $0.12/sheet
Specialized Computer Applications $25.00/hour
Field equipment, vehicles, specialized reproduction On request
INVOICES:
Invoices will be rendered at least monthly, either as a final or partial billing, and will be payable upon receipt, An additional late payment
charge of 11/2% per month. or the maximum charge allowed by law, whichever is less, will be payable on accounts not paid within 30 days
from billing date.
Geomatrix Consultants is an .Equal Opportunity/Aj~rntative Action Employer, and as sttch adheres to all applicable federal, state, and
local laws and regulations in this regard.
1:\6rmMgmOcorporatelschedules of charges\SCHOtCHG_1-2G-07 FINAL.doc ' ATTACHMENT 5