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1992-008-Authorizing The Execution Of An Agreement For Map And Improvement Plan Checking ServicesRESOLUTION 1992 -8 RESOLUTION OF THE TOWN COUNCIL OF THE TOWN OF LOS GATOS AUTHORIZING THE EXECUTION OF AN AGREEMENT FOR MAP AND IMPROVEMENT PLAN CHECKING SERVICES RESOLVED, by the Town Council of the Town of Los Gatos, County of Santa Clara, State of California, that the Town of Los Gatos enter into an Agreement for Map and Improvement Plan Checking Services with Wilidan Associates. FURTHER RESOLVED, by the Town Council of the Town of Los Gatos, that the Town Manager is authorized and directed to execute the agreement (attached as Attachment 2) for Map and Improvement Plan Checking Services, in the name and in behalf of the Town of Los Gatos. PASSED AND ADOPTED at a regular meeting of the Town Council of the Town of Los Gatos, California, held on the 21st day of January, 1992, by the following vote: COUNCIL MEMBERS: AYES: Randy Attaway, Joanne Benjamin, Steven Blanton, Brent N. Ventura, and Mayor Eric D. Carlson NAYS: None ABSENT: None ABSTAIN: None SIGNED: MAYOR OF THE TOWN OF LOS GATOS LOS GATOS, CALIFORNIA ATTEST: CLERK OF THE TOWN OF LOS GATOS LOS GATOS, CALIFORNIA L22 \resos \7992 -8 IHH:_ AGREEMENT FOR CIVIL ENGINEERING CONSULTANT SERN� aro;` THIS AGREEMENT is entered into this day of 1 1991 by and between the Town of Los Gatos, State of California, herein called the 'Town," and Willdan Associates, engaged in providing Map and Improvement Plan Checking consulting services, herein called the "Consultant." RECITALS A. Tine TCwn is required to review and approve subdivision maps, parcel maps, and improvement plans for private developments within its corporate limits. B. The Town desires to engage a Civil Engineering Consultant to provide consulting services to assist the Town in providing said map and plan checking reviews. AGREEMENTS :pow, therefore, the parties hereto agree as follows: J. SCOPE OF SERVICES. The consultant shall provide the following services listed below. A. Review of parcel maps and final tract maps for substantial conformance with the approved tentative map, compliance with applicable provisions of the Subdivision Map Act, and conformance with local subdivision ordinances and the Conditions of Approval imposed on the development by the Town. B. Review of improvement plans submitted in conjunction with land divisions and private developments to assure that the required improvements satisfy Town standards, that good engineering and construction practices are observed, and that the plans are in conformance with the conditions of approval. C. Review of grading plans for compliance with the Town Grading Ordinance and to ensure the recommendations contained in the geotechnical report have been properly followed; including the implementation of acceptable erosion control measures. 1 ATTACHMENT 2 D. Review of storm drainage plans for conformance with the Town's design criteria, and to ensure minimum /maximum slopes are maintained, inlets are properly located and sized; inlet and outlet works are considered to minimize erosion; proper cover is maintained; and conflicts with other utilities addressed. E. Review drainage studies performed by the developer's engineer and coordinate the design of drainage facilities with agencies such as the Santa Clara Valley Water District. F. Review traffic studies, structural plans, and calculations for bridges, culverts, retaining walls, and other plans for public facilities. G. Review the engineer's estimate to insure that all applicable items of work are adequately covered and establish performance bond, labor and material bond, and development fee amounts. H. Perform miscellaneous services not specifically listed in this agreement for which the Civil Engineering Consultant has the necessary experience and capabilities to provide; including but not limited to Assessment District Engineering, preparation of special documents and reports, and coordination with other public agencies, County Departments and private utilities involving engineering matters affecting the Town. 2. TIME OF PERFORMANCE. The services of the Consultant are to commence upon the execution of this Agreement and continue on an "as needed" basis until termination of this Agreement, in accordance with Section 13 entitled, 'Termination of Agreement." 3. COMPLIANCE WITH LAWS. The 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, 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 15 of the Code of the Town of Los Gatos. 2 4. CONFIDENTIAL INFOR'NLATION. All data, documents, discussion or other information developed or received by or for the Consultant in performance of this Agreement are confidential and will not be disclosed to any person except as authorized by the Town Manager, Town Engineer, or their designee or as required by law. S. TOWN PROPERTY. All materials and compilations of information produced by the Consultant specifically to perform this Agreement are and remain property of the Town regardless of whether such materials and compilations are required to be, or are, actually delivered to the Town. 6. COMPENSATION. The compensation to be paid to the Civil Engineering Consultant including both payment for professional services administrative overhead and overhead and any reimbursable expenses shall be in accordance with Exhibit "B" attached hereto and incorporated by reference herein. Payment shall be made at the Town's next issue of warrants following completion and receipt of billing. If the Consultant determines that additional services may be required to complete the assignment, the Consultant shall submit a written request to perform additional services with a concise breakdown of additional costs. The Town Engineer will review the request and will either provide approval for the additional services and costs or advise the Consultant to continue without the additional work. In no case will the compensation amounts be more than those indicated without prior written notification and the subsequent approval by the Town. 7. INDEPENDENT CONTRACTOR It is understood that the Consultant, in the performance of the work and services agreed to be performed, shall act as and be an independent contractor. As an independent contractor he /she shall not obtain any rights to retirement benefits or other benefits which accrue to Town employee(s). With prior written consent, the 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. Nothing herein shall be interpreted to deny Consultant of any of the protections afforded under the California Tort Claims Act. S. CONFLICT OF INTEREST The Consultant has no holdings or interests within the Town of Los Gatos. Consultant has no business holdings or Agreements with any member of the staff or management of the Town or its representatives. 3 4. CONFIDENTIAL INFOR'NLATION. All data, documents, discussion or other information developed or received by or for the Consultant in performance of this Agreement are confidential and will not be disclosed to any person except as authorized by the Town Manager, Town Engineer, or their designee or as required by law. S. TOWN PROPERTY. All materials and compilations of information produced by the Consultant specifically to perform this Agreement are and remain property of the Town regardless of whether such materials and compilations are required to be, or are, actually delivered to the Town. 6. COMPENSATION. The compensation to be paid to the Civil Engineering Consultant including both payment for professional services administrative overhead and overhead and any reimbursable expenses shall be in accordance with Exhibit "B" attached hereto and incorporated by reference herein. Payment shall be made at the Town's next issue of warrants following completion and receipt of billing. If the Consultant determines that additional services may be required to complete the assignment, the Consultant shall submit a written request to perform additional services with a concise breakdown of additional costs. The Town Engineer will review the request and will either provide approval for the additional services and costs or advise the Consultant to continue without the additional work. In no case will the compensation amounts be more than those indicated without prior written notification and the subsequent approval by the Town. 7. INDEPENDENT CONTRACTOR It is understood that the Consultant, in the performance of the work and services agreed to be performed, shall act as and be an independent contractor. As an independent contractor he /she shall not obtain any rights to retirement benefits or other benefits which accrue to Town employee(s). With prior written consent, the 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. Nothing herein shall be interpreted to deny Consultant of any of the protections afforded under the California Tort Claims Act. S. CONFLICT OF INTEREST The Consultant has no holdings or interests within the Town of Los Gatos. Consultant has no business holdings or Agreements with any member of the staff or management of the Town or its representatives. 3 9. I\ SLIZANCE. A- Minimum Scope of Insurance: i. Consultant agrees to have and maintain, for the duration of the contract, a General Liability insurance policy insuring him /her and his /her firm to an amount not less than one million dollars ($1,000,000) combined single limit per occurrence and annual aggregate for bodily injury, personal injury and property damage. ii. Consultant shall provide to the Town all certificates of insurance, with original endorsements effecting coverage. Consultant agrees that all certificates and endorsements are to be received and approved by the Town before work commences. Consultant shall provide to the Town all certificates of insurance, with original endorsements effecting coverage. Certificates of such insurance shall be filed with the Town on or before commencement of performance of this Agreement and a copy of insurance policy shall be attached as Exhibit "A." B. General Liability: i. The Town, its officers, officials, employees, and volunteers, specifically authorized by the Town to perform services, are to be covered as insured as respects: liability arising out of activities performed by or on behalf of the Consultant; products and completed operations of Consultant, premises owned or used by the Consultant. ii. The Consultant's insurance coverage shall be primary insurance as respects the Town, its officers, officials, employees, and volunteers, specifically authorized by the Town to perform services. Any insurance or self - insurance maintained by the Town, its officers, officials, employees, or volunteers, specifically authorized by the Town to perform services, shall be excess of the Consultant's insurance and shall not contribute with it. Any failure to comply with reporting provisions of the policies shall not affect coverage provided to the Town, its officers, officials, employees, or volunteers, specifically authorized by the Town to perform services. iv. The 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. 2 C. All Coverages: Each insurance policy required in this item shall be endorsed to state that coverage shall not be canceled except after thirty (30) days' prior written notice by mail has been given to the Town. Current certification of such insurance shall be kept on file at all times during the term of this Agreement with the Town Clerk. Consultant shall give Town thirty (30) day's prior written notice of suspension, voiding or reduction of coverage or in limits. 10. INDEMNIFICATION. The Consultant shall save, keep and hold harmless and indemnify and defend the Town its officers, agents employees, and volunteers, specifically authorized by the Town to perform services, from all damages, costs or expenses in law or equity that may at any time arise or be set up because of damages to property on personal injury received by reason of, or in the course of performing work which may be occasioned by a willful misconduct or negligent act or omissions of the Consultant, or any of the Consultant's employees, or any subconsultant. The Town will not be held liable for any accident, loss or damage to the work prior to its completion and acceptance. 11. 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. L?. GOVERNING LAW. This Agreement, regardless of where executed, shall be governed by and construed to the laws of the State of California. 13. TERMINATION OF AGREEMENT. The Town and the 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, the Consultant shall deliver to the Town all plans, files, documents, and reports. In the event of such termination, the Consultant shall be paid for all satisfactory work, 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. 4. ENTIRE AGREEMENT. This Agreement constitutes the complete and exclusive statement of the Agreement between the 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. 15. DISPUTES. In any dispute over any aspect of this Agreement, the prevailing party shall be entitled to reasonable attorney's fees, as well as all reasonable costs (not limited to those aliowed by statute). 16. EXECUTION. This Agreement may be executed in several counterparts each of which shall constitute one and the same instrument and shall become binding upon the parties when at least one copy, here of shall have been signed by both parties hereto. In providing this Agreement, it shall not be necessary to produce or account for more than one such counterpart. IN WITNESS WHEREOF, the Town and Consultant have executed this Agreement as of the date indicated on page one. Town of Los Gatos David W. Knapp, Town Manager Town of Los Gatos ATTEST: Clerk of the Town of Los Gatos, Los Gatos, California Marian V. Cosgrove, Town Clerk 0 Willdan Associates R. Dennis Delzeit Vice President /Regional Manager Approved as to Form: Kat ri ne Anderton,_ Town Attorney EhJIIBIT B COMPENSATION For services to be provided under this Agreement as outlined in Section 1 "Scope of Services," the Town shall compensate CONSULTANT on a lump sum basis in accordance with the Town's current schedule of "Engineering Department Fees" with the addition of minimum compensation amounts for improvement plan reviews, as specified below: IMPROVEMENT PLAN REVIEWS (Assumes 3 checks) (Based on the estimated cost of constructing public improvements) First $30,000 of value @ 4% (plus) Next $50,000 of value (or any fraction thereof) @ 3% (plus) That value exceeding $80,000 @ 2% However, the minimum compensation to the CONSULTANT for IMPROVEMENT PLAN REVIEWS shall be as follows: Construction Cost $30,000 to $100,000 $100,000 to $200,000 5200,000 and above Minimum Compensation $1,500 $3,500 $5,100 NOTE: At the discretion of the Town Engineer, additional compensation may be allowed for each plan check after three. The amount of this compensation shall be 2% of the construction cost (not to exceed $1,000 per additional plan check). MAP REVIEWS 1 - 4 lots 5 or more lots Final Map with 1 to 4 air space condominium units Final Map with 5 or more air space condominium units MISCELLANEOUS SERVICES $1,1000 $1,100 + $220 /lot over 4 $3,300 $3,300 + $220 /unit over 4 For miscellaneous services not specifically listed in this agreement for which the Civil Engineering Consultant has the necessary experience and capabilities to provide, the Town shall compensate CONSULTANT on a time and materials basis not to exceed a predetermined maximum. 7 a Crowell Insurance Agenzi 3O% 14501 :crcorate Park, Suite 2CC :tee. CA 92713 -9501 NSc REC - .:Ildar, Associates S Harbor 31_:] C6C;: TIM CERTFIC -4 IS ISSUED AS A MATTER OF NiFORKATION ONLY AND CONE NO RKNTS UPON THE CERTIFICATE HOLDER. THBI CERTIFICATE DOES NOT AME EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. COMPANIES AFFORDING COVERAGE !COMPANY A DDAA1 EF L art iM� :LETTER = :;ttSOale Insurance COMPANY LETTER B TOWN CLERK COMPANY C AGR: 09 % ?2 LETR COMPREHENSIVE °ORM COMPANY LETTER COMPANY LETTER BID: THIS IS TO CERTIFY THAT POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERKS INOICA NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WTTN RES►ECT TO WHICH THIS CERTIFICATE BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN Sf SUBJECT TO ALL THE TERMS, EXCLUSIONS, AND CC TIONS OF SUCH POLICIES. COI TYPE OF INSURANCE R POLICY NUMBER DDAA1 EF L art iM� LIABILITY LIMITS IN THOU$, H OCCURRENCE AGG GENERAL LIABILITY aES. "JUS 09 % ?2 BODILY COMPREHENSIVE °ORM INJURY $ $ ^I D4EWSE&OPERATIONS T'. e ' OU r, :A � n s - a t C , its PROPERTY I 1 (PLOSIONLB � OLLAPSE LAZARC S f r : c e r =_ . c F � : :: a . =_ . employees and °'`"'" $ $ hI PROOUCTS�COMPLETED OPERATIONS y :_ V n t e e r 5 E Y E D ": R :: o i author Z e d I CONTRACTUAL b d `�'e 'Own are ADC. r :-aI COMB ED $ 100 4 NDEPENOENT CONTRACTORS X n E_ T e C E BROAD WRM PROPERTY DAMAGE '.. PERSONAL INJURY PERSONAL INJURY S AUTOMOBILE LIABILITY -NY 4",10 F,G]ER(MI $ ^�.. AL,._ 7WNED AUTOS9RIV PASS; BfULr .___. AL_ ;WINED AUTOS (OPAN RP -HAN) PRI aXm $ ASS (PROPERTY L RED AUTOS vON -JwNEC AUTOS � I, DAMAGE $ ;AWAGE _ABIUIV' 1 I EIABp *Except LF ar--1 a *' r nor-p 11,1 Dent (COMBINED $ EXCESS LIABILITY pf premium, i!: 1 34 i O`. : :Z =vRn. �I JMBRELLA FORM I I BIaPD 1 INED $ $ "HER THAN UMBRELLA FORM j STATUTORY WORKERS' COMPENSATION $ EACH ACCCE4- AND $ : DISEASE POCi'� EMPLOYERS' LIABILITY $ (DISEASE EAC- E OTHER DESCRIPTION OF OPERATIONS ILOCATIONSNEHK]LESISPECIAL ITEMS GE -_C >R.OgCiS Map and improvement - i- .'C __r :SVlt'_ ^> SCr,ICES- _: �-ay'= 5 - '!maTu and non -cOntr 10UtI" ..lance maintained ny acd __ --oss Liability appl:es ..'I OF L_07 GA70S TOwn Clerk East main Streit ';at:s. CA 95C'3i SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE TI PIRATIOIJ,RATE THEREOF, THE ISSUING COMPANY WILL ' MAIL-* -': DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TI LEFT, GENERAL ENDORSEMENT ,�n considerati . of an additional premium -_ IN_CLUDID ,it is hereby understood and agreed that the following applies: ADDITIONAL INSURED Check if applicable XKX e sown of Los Catcs, _`s "_cers, off," are Additional Insured /s as respects work done by Named Insur PRIMARY COVERAGE Check if applicable X}4t With respect to claims arising out of the operations of the Named Insured, such insurance as afforded by this policy is primary and is not additional to or contributing with any other insurance carried by or for the benefit of the above Additional Insured /s. WAIVER OF SUBROGATION Check if applicable It is understood and agreed that the Company waives the right of subrogation against the above Additional Insured /s for project described in certificate attached hereto. xROSS LIABILITY CLAUSE Check if applicable The naming of more than one person, firm or corporation as insureds under this policy shall not, for that reason alone, extinguish any rights of one insured against another, but this endorsement, and the naming of multiple insureds, shall not increase the total liability of the Company under this policy. NOTICE OF CANCELLATION Check if applicable XXX It is understood and agreed that in the event of cancellation of the Policy for any reason other than non - payment of premium, 30 days written notice will be sent to the following by mail. TOWN OF LOS CATOS Attn: Town Clerk 110 East Main Street Los Gatos, CA 95031 In the event the policy is cancelled for non - payment of premium, 10 days written notice will be sent to the above Policy No. AES000530 Effective date: 11/9/91 Insurance Company: Scottsdale Insurance Company Issued to: WIILLAN ASSOCIATES Authorized Representative (Ie . Issue date: 12/03/91 CK