1990-124-Authorizing The Execution Of An Agreement For Consultant Services To Prepare A Noise Study And Preparation Of A Noise OrdinanceRESOLUTION 1990 -124
RESOLUTION OF THE TOWN COUNCIL
OF THE TOWN OF LOS GATOS
AUTHORIZING THE EXECUTION OF AN AGREEMENT FOR
CONSULTANT SERVICES TO PREPARE A NOISE STUDY
AND PREPARATION OF A NOISE ORDINANCE
BE IT RESOLVED, by the Town Council of the Town of Los Gatos, that the TOWN
enter into an agreement with Edward L. Pack Associates for consultant services for the
preparation of a Noise Study and Noise Ordinance and that the Interim Town Manager is
authorized, and is hereby directed, to execute said agreement (attached) 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 this 18th day of June, 1990 by the following vote:
COUNCIL MEMBERS:
AYES: Joanne Benjamin, Eric D. Carlson, Brent N. Ventura
Mayor Thomas J. Ferrito
NAYS: None
ABSENT: Robert L. Hamilton
ABSTAIN: None
SIGNED: J
AYOR OF T X F LOS GATOS
LOS GATOS, C IFORNIA
ATTEST:
CLERK OF THE TOWN OF LOS GATOS
LOS GATOS, CALIFORNIA
PL09: CN CLRPTS \6 -18 #4
AGREEMENT BETWEEN THE TOWN OF LOS GATOS
AND EDWARD L. PACK ASSOCIATES, INC.,
FOR ACOUSTICAL CONSULTING SERVICES
THIS AGREEMENT is entered into this day of , 1990, by and between
the Town of Los Gatos, State of California, herein called the "Town," and Edward L. Pack
Associates, Inc., engaged in providing consulting services herein called the "Consultant."
RECITALS
WHEREAS, the Town desires to contract for the performance of a Noise Study and
for preparation of a Noise Ordinance for the Town of Los Gatos;
NOW, THEREFORE, THE PARTIES HERETO AGREE AS FOLLOWS:
1. Scope of Services. Consultant shall include but will not be limited to the following:
(1) Thirty on -site noise measurements;
(2) Preparation of a map with various "Noise Zones ";
(3) Preparation and submittal of a report including noise measurements;
(4) Preparation and submittal of a draft Noise Ordinance;
(5) Attendance at meetings with Town staff to determine locations of noise
measurements and discuss work products.
Consultant shall also perform all those professional services and work products set
forth in the 'Proposal for a Noise Study for the Preparation of a Noise Ordinance
for the Town of Los Gatos ", specifically sections described as "Scope of Work" and
numbered "1, 2, 3 and 4 ", attached as Exhibit "A ".
2. Work Schedule. Consultant shall perform the aforementioned professional services
and complete and submit all work products within four weeks of the date of
authorization to proceed. Authorization to proceed will be given by the Town
Planning Director and the Town will persevere to issue such authorization in a timely
manner.
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
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.
4. Confidential Information. 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 Planning Director or their designee or as required by law.
5. 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. Compensation for Consultant's professional services and work
product shall be six thousand four hundred dollars ($6,400). The fee will also
include all labor costs required to perform the services set out in this Agreement as
well as attendance of Town Council meetings by a company principal for four (4)
hours. Any additional special presentations, Town Council or Town Planning
meetings shall be billed at one hundred and twenty dollars ($120) per hour.
Consultant shall submit to the Town an itemized statement of work completed
during the preceding month. The amount due under such statement shall be due
and payable within thirty (30) days after its submission if the Town finds the bills
correct and if the services described therein have been performed pursuant to the
terms of this Agreement. The billing process shall be based on charges and expenses
incurred during the time for which the billing is made. Payment will be authorized
for work completed to the satisfaction of the Planning Director. In no case will the
total compensation amount exceed ten thousand dollars ($10,000) without prior
written notification and subsequent approval by the Town.
Page 2 of 6
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 and not an agent or employee of the Town. 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.
8. Conflict of Interest. 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.
9. Insurance.
A. Minimum Scope of Insurance:
i. Consultant agrees to have an maintain, for 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 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 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.
Page 3 of 6
B. General Liability:
i. The Town, its officers, officials, employees and volunteers are to be
covered as insureds 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,
or automobiles owned, leased, hired or borrowed by the Contract.
ii. The Consultant's insurance coverage shall be primary insurance as
respects the Town, its officers, officials, employees and volunteers.
Any insurance or self - insurances maintained by the Town, its officers,
officials, employees or volunteers shall be excess of the 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 the Town, its officers, officials, employees
or volunteers.
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.
C. All Coverages: Each insurance policy required in this item shall be endorsed
to state that coverage shall not be suspended, voided, cancelled, reduced in
coverage or in limits except after thirty (30) days' prior written notice by
certified mail, return receipt requested, has be given to the Town.
10. Indemnification. The Consultant shall save, keep and hold harmless indemnify and
defend the Town its officers, agent, employees and volunteers 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 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 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.
Page 4 of 6
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.
12. 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, reports, performed to date by the
Consultant. 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.
14. 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. 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 proving this agreement, it shall not be necessary to produce or account for more
than one such counterpart.
16. Notices. Any notice required to be given to Consultant shall be deemed to be duly
and properly given if mailed to Consultant postage prepaid, and addressed to:
Edward L- Pack Associates, Inc.
1030 E. Duane Avenue, Suite F
Sunnyvale, California 94086
or personally delivered to Consultant as such address or such other address as
Page 5 of 6
Consultant designates in writing to Town.
Any notice required to be given to Town shall be deemed to be duly and properly
given if mailed to Town, postage prepaid, and addressed to:
Town of Los Gatos
Planning Department
P.O. Box 949
Los Gatos, California 95031
or personally delivered to Town at such address of such other as Town may
designate in writing to Consultant.
IN WITNESS WHEREOF, the Town and Consultant have executed this Agreement
as of the date indicated on page one (1).
Town of Los Gatos
r
Robert F. Beyer, Inter wn Manager Consuiafit
Town of Los Gatos
X11 of-W
Clerk of the Town of Los Gatos,
Los Gatos, California
Marian V. Cosgrove, Town lerk
Cher \agree\pack.Nos
Page 6 of 6
Approved as to Form:
W6 Jo 'nge Attorney