1990-173-Authorizing The Execution Of Agreements For Traffic Studiesk,
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RESOLUTION 1.990 -173
RESOLUTION OF THE TOWN COUNCIL
OF THE TOWN OF LOS GATOS
AUTHORIZING THE EXECUTION OF AGREEMENTS FOR
TRAFFIC STUDIES
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 Agreements for Traffic
Studies with DKS Associates, Goodrich Traffic Group, Environmental Science Associates,
Inc., Pang and Associates, Inc., RGM Associates, RKH, The Wilson Engineering Co.,
Design Engineers Group, and TJKM Transportation Consultants.
FURTHER RESOLVED, by the Town Council of the Town of Los Gatos, that the
Mayor is authorized and directed to execute the attached nine agreements for Traffic
Studies, 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 20th day of August, 1990 by the following vote:
COUNCIL MEMBERS:
AYES: Joanne Benjamin, Eric D. Carlson, Robert L. Hamilton,
Brent N. Ventura, Mayor Thomas J. Ferrito
NAYS: None
ABSENT: None
ABSTAIN: None
SIGNED:
ATTEST:
MAYOR OF THE TOWN OF LOS GATOS
LOS GATOS, 0ALIFORNIA
CLERK OF THE TOWN OV) LOS GATOS
LOS GATOS, CALIFORNIA
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Copy
Cis° 1,-&,1 a
AGREEMENT FOR TRAFFIC STUDIES
THIS AGREEMENT is entered into this day of 119 ,
by and between the Town of Los Gatos, State of California, herein called the "Town ", and
engaged in providing traffic engineering consulting services
herein called the "Consultant ".
RECITALS
A. The Town desires to engage a traffic Consultant to provide the following services
in connection with determinations on the traffic impacts of proposed projects or
developments.
B. Said traffic consultant is qualified to furnish such services in accordance with the
terms and conditions hereinafter set forth;
NOW, THEREFORE, THE PARTIES HERETO AGREE AS FOLLOWS:
1. Scope of Services. The Consultant shall provide the following services:
a. During the term of the contract the Consultant shall prepare traffic studies,
as defined in the approved scope of work for each project.
b. There is no promise of any maximum or minimum number of traffic study
assignments. During the term of the Agreement, the Consultant will prepare
the traffic studies, as the Town requests. Further, the Consultant knows the
Town may assign some or all studies to other Consultants.
C. Projects will be assigned by the Town Engineer and will be due within thirty
(30) days of assignment.
d. If the Consultant cannot meet the project schedule or deadline he /she shall
inform the Town Engineer before accepting the assignment. If the Consultant
delays the assignment in an unreasonable manner or causes a violation of any
time requirement of any statute or regulation, the Town will notify the
Consultant in writing and either reassign the assignment or give written notice
of termination pursuant to Item No. 5 of this Agreement.
e. The Town will prepare an "Authorization to Proceed" for each assignment.
The document shall be signed by the Town Engineer and the Consultant.
This document will provide information regarding the "specific project
assigned ".
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f. The Consultant shall meet and consult with members of the Town staff, visit
the project site, obtain information from the applicant and refer to all other
reasonably available resources for the traffic studies.
g. The Consultant shall submit three (3) draft copies of a preliminary traffic
study draft to the Town Engineer. The Town Engineer will review the
preliminary draft within fourteen (14) calendar days of receipt. The
Consultant will then be advised by letter of any corrections or clarifications
needed to complete the studies.
h. The Consultant shall submit six (6) final copies of the following documents
as minimum requirements of this Agreement (said documents to be on 8-
1/2" x 11" paper, three -hold punched and clipped together in separate
packets):
i. Completed traffic study;
ii. Any other supporting data used in the preparation of the above
document.
i. All final written documents and materials, as listed above, shall be submitted
to the Office of the Town Engineer by the Consultant within one week of
receiving the Town's comments on the preliminary draft (as described in Item
No. g).
2. Time of Performance. The services of the Consultant are to commence upon the
execution of this Agreement and Consultant will accept assignments made through
June 30, 1991, and shall be undertaken and completed in such sequence as to assure
their expeditious completion in light of the purposes of this Agreement and until
written termination by one or both parties, or completion of services as set forth in
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.
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.
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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. The compensation to be paid to the Traffic Studies Consultant
including both payment for professional services and any reimbursable expenses shall
be The amount specified in the approved scope of work for each traffic study.
Payment shall be made at the Town's next issue of warrants following completion
and delivery of the study and receipt of billing. If after commencement of work, 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 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.
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8. Conflict of hiterest. The Consultant must decline assignments on the grounds of
conflict of interest when the Consultant: (1) has done work for the applicant for
project approval within the preceding year, or is then doing or reasonably expects
to do work for the applicant, or (2) when the Consultant has done, is doing or
reasonably expects to do work for someone other than the Town concerning the
project to be studied. For the purposes of this Item No. 8: (1) a sole proprietorship
or business organization related to the Consultant is considered to be the same as
the Consultant, and a sole proprietorship or business organization related to an
applicant is considered to be the same as the applicant; and (2) past, present or
future work for the Town itself is not grounds for disqualification when the project
is one proposed to be performed by the Town.
9. Insurance.
A. Minimum Scope of Insurance:
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 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.
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.
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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.
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.
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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:
or personally delivered to Consultant as such address or such other address as
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 Us Gatos
Engineering 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.
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IN WITNESS WHEREOF, the Town and Consultant have executed this Agreement
as of the date indicated on page one (1).
Town of Los Gatos
Robert F. Beyer, Interim Town Manager
Town of Los Gatos
ATTEST:
Clerk of the Town of Los Gatos,
Los Gatos, California
Marian V. Cosgrove, Town Clerk
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Consultant
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Approved as to Form:
Mary Jo Levinger, Town Attorney