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Attachment 1 with Exhibit A - Agreement for Consultant ServicesAGREEMENT FOR CONSULTANT SERVICES THIS AGREEMENT is made and entered into on November 8, 2017 by and between TOWN OF LOS GATOS, a California municipal corporation, ("Town") and CSG Consultants, Inc., ("Consultant"), whose address is 550 Pilgrim Drive, Foster City, CA 94404. This Agreement is made with reference to the following facts. I. RECITALS 1.1 The Town desires to engage Consultant to provide plan check review services for the North 40 Phase 1 Project. 1.2 The Consultant represents and affirms that it is willing to perform the desired work pursuant to this Agreement. 1.3 Consultant warrants it possesses the distinct professional skills, qualifications, experience, and resources necessary to timely perform the services described in this Agreement. Consultant acknowledges Town has relied upon these warranties to retain Consultant. II. AGREEMENTS 2.1 Scope of Services. Consultant shall provide services as described in that certain Proposal sent to the Town on September 8, 2017, which is hereby incorporated by reference and attached as Exhibit A. 2.2 Term and Time of Performance. This contract will remain in effect from November 8, 2017 to November 8, 2022. 2.3 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 shall maintain a Town of Los Gatos business license pursuant to Chapter 14 of the Code of the Town of Los Gatos. 2.4 Sole Responsibility. Consultant shall be responsible for employing or engaging all persons necessary to perform the services under this Agreement. 2.5 Information/Report Handling. All documents furnished to Consultant by the Town and all reports and supportive data prepared by the Consultant under this Agreement are the Town's property and shall be delivered to the Town upon the completion of Consultant's services or at the 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 the Town to the public, and the Consultant shall not make any of these documents or information available to any CSG Consultants — N40 Plan Check Review Page 1 of 6 individual or organization not employed by the Consultant or the Town without the written consent of the Town before such release. The Town acknowledges that the reports to be prepared by the 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 the 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. 2.6 Compensation. Compensation for Consultant's professional services shall not exceed $160,000, inclusive of all costs. Payment shall be based upon Town approval of each task. 2.7 Billing. Billing shall be monthly by invoice within thirty (30) days of the rendering of the service and shall be accompanied by a detailed explanation of the work performed by whom at what rate and on what date. 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. All invoices and statements to the Town shall be addressed as follows: Invoices: Town of Los Gatos Attn: Accounts Payable P.O. Box 655 Los Gatos, CA 95031-0655 2.8 Availability of Records. Consultant shall maintain the records supporting this billing for not less than three years following completion of the work under this Agreement. Consultant shall make these records available to authorized personnel of the Town at the Consultant's offices during business hours upon written request of the Town. 2.9 Assignability and Subcontracting. The services to be performed under this Agreement are unique and personal to the Consultant. No portion of these services shall be assigned or subcontracted without the written consent of the Town. 2.10 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. 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 CSG Consultants — N40 Plan Check Review Page 2 of 6 brought by Consultant or is based on allegations of Consultant's negligent performance or wrongdoing. 2.11 Conflict of Interest. Consultant understands that its professional responsibilities are solely to the Town. The Consultant has and shall not obtain any holding or interest within the Town of Los Gatos. Consultant has no business holdings or agreements with any individual member of the Staff or management of the 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 the 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 the 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 the Town's sole discretion, sever any such employment relationship. 2.12 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. III. INSURANCE AND INDEMNIFICATION 3.1 Minimum Scope of Insurance: 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 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. CSG Consultants — N40 Plan Check Review Page 3 of 6 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. General Liability: The 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 the Consultant; products and completed operations of Consultant, premises owned or used by the Consultant. This requirement does not apply to the professional liability insurance required for professional errors and omissions. 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. 3.2 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 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. 3.3 Workers' Compensation. 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 the 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 employees. 3.4 Indemnification. The Consultant shall save, keep, hold harmless and indemnify and defend the 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 the Consultant, or any of the Consultant's officers, employees, or agents or any subconsultant. CSG Consultants — N40 Plan Check Review Page 4 of 6 IV. GENERAL TERMS 4.1 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. 4.2 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. 4.3 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 days (15) 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, Town shall pay Consultant an amount that bears the same ratio to the maximum contract price as the work delivered to the Town bears to completed services contemplated under this Agreement, 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. 4.4 Amendment. No modification, waiver, mutual termination, or amendment of this Agreement is effective unless made in writing and signed by the Town and the Consultant. 4.5 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. 4.6 Notices. Any notice required to be given shall be deemed to be duly and properly given if mailed postage prepaid, and addressed to: Town of Los Gatos Attn: Town Clerk 110 E. Main Street Los Gatos, CA 95030 CSG Consultants, Inc. 550 Pilgrim Drive Foster City, CA 94404 or personally delivered to Consultant to such address or such other address as Consultant designates in writing to Town. 4.7 Order of Precedence. In the event of any conflict, contradiction, or ambiguity between the terms and conditions of this Agreement in respect of the Products or Services and any attachments to this Agreement, then the terms and conditions of this Agreement shall prevail over attachments or other writings. CSG Consultants — N40 Plan Check Review Page 5 of 6 4.8 Entire Agreement. This Agreement, including all Exhibits, 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. IN WITNESS WHEREOF, the Town and Consultant have executed this Agreement. Town of Los Gatos by: Consultant, by: Laurel Prevetti, Town Manager Recommended by: Matt Morley, Director of Parks and Public Title Works Approved as to Form: Robert Schultz, Town Attorney CSG Consultants — N40 Plan Check Review Page 6 of 6 CSG CONSULTANTS September 8, 2017 Mike Weisz, P.E. Associate Engineer Town of Los Gatos 41 Miles Avenue Los Gatos, CA 95030 RE: North 40 Development - Proposal for Plan Review Dear Mike: 550 Pilgrim Drive Foster City, CA 94404 phone 650.522.2500 fax 650.522.2599 www.csgengr.com CSG Consultants, Inc. is pleased to present this proposal to assist the Town of Los Gatos with improvement plan review for the North 40 Development, Phase I. The project, located at the northwest quadrant of the Lar Avenue and Los Gatos Boulevard intersection, will develop 320 residential units and 67,991 sf of commercial condominium space on a 20.69-acre parcel. The project has received entitlements and the final design/ mapping package will be submitted to the Town shortly. Work to be performed under this proposal is expected to include, but not be limited to, the following: 1) Review of the Lark Avenue/ Highway 17 Northbound On -Ramp Modifications Plans. 2) Review of the Offsite Public Improvements Plan Package. This package will consist of public right-of-way frontage improvements to Lark Avenue and Los Gatos Boulevard, the Lark Avenue bicycle trail west to a connection with the Los Gatos Creek Trail, and downstream storm drain and sanitary sewer improvements. 3) Review of the offsite Striping, Signing, and Traffic Signal Plans 4) Review of the Offsite Joint Trench Plans 5) Review of the Offsite Landscape Plans (Conformance Review Only) 6) Review of the Onsite Private Improvement Plans 7) Review of the Onsite Joint Trench Plans 8) Review of the Onsite Landscaping Plans (Conformance Review Only) 9) Review of the San Jose Water Company Water Main Relocation Plans (Conformance Review Only) 10) Review of the Hydraulic and Hydrologic Analysis 11) Review of the Sanitary Sewer Capacity Analysis 12) Review of the Stormwater Management Plan and Stormwater Treatment Measures/ Hydromodification Measures 13) Review of the Geotechnical Report (for Conformance of Plans to Report Recommendations Only) 14) Review of the Construction Cost Estimate 15) Review of the Plan Submittals to the Tentative Map and Conditions of Approval 16) Review of the Final Maps (Two, Conformance Review Only, the Technical Review will be performed by the Town Surveyor) 17) Review of the CEQA Findings to Confirm Plan Conformance 18) Review of the Development CC&Rs 19) Coordination with Other Agencies (Allowance) 20) Preparation of Comment Letters 21) Discussion of Comments with Staff 22) Discussion of Comments with Applicant FOSTER CITY I PLEASANTON I SAN JOSE I SACRAMENTO I NEWMAN I ORANGE CSG CONSULTANTS Work will be completed by Mark Lander, P.E., who will serve as point of contact, Tommy Cho, P.E., for Caltrans right-of-way plan review, and Mehdi Sharifi, P.E., who will assist with the remaining review. Other CSG staff may assist as needed. Our fee for performing the work described above will be on a time and materials basis, based on our 2017 Standard Fee Schedule (attached), not to exceed $160,000 without prior approval by the Town. A breakdown of the costs by staff and task is attached. We anticipate that one initial review, a second review, a third review and one final review will be sufficient. Each submittal will be made formerly to the City by the applicant, and similarly, review comments for each submittal will be issued to the City, with a copy to the applicant upon request. For the initial review, work will be completed within 15 work days from the authorization to proceed. Subsequent reviews will be completed within 10 work days of receiving the plans and supporting documents. In the event that additional reviews are required, CSG will complete the reviews if there is budget remaining under the estimated amount, or on an hourly basis for additional fee, if the estimated amount is exceeded. Thank you for considering CSG Consultants for this work. We look forward to working with you on this project. Please feel free to call me at (650) 522-2562 if you would like to discuss this further. Sincerely, Mark Lander, P.E. Principal Engineer cc: Hatem Ahmed, P. E. Cyrus Kianpour, P. E. Frank Navarro, P. E. Attachments 2 Attachment 1 Town of Los Gatos Los Gatos North 40 Phase 1 Improvement Plan Review 9/8/2017 Task Hours Principal Engineer Senior Engineer Associate Engineer Review of the Caltrans Right -of -Way Improvements (Lark Avenue On -Ramp Modifications), Est. 15 Sheets 4 30 Review of the Offsite Public Improvements (Lark Avenue, Los Gatos Boulevard, Lark Avenue Bicycle Trail w/o Hwy. 17 On - Ramp, Offsite Storm Drain and Sewer), Est. 50 Sheets 16 100 Review of the offsite Signing, Striping, and Traffic Signal Plans, Number of Sheets Not Known (Use 15 Sheets) 4 15 15 Review of the Offsite Joint Trench Plans, Number of Sheets Not Known (Use 15 Sheets) 2 10 15 Review of the Offsite Landscape Plans, Conformance Review Only, Number of Sheets Not Known (Use 15 Sheets) 1 4 4 Review of the Onsite Private Civil Improvements, Est. 75 Sheets 16 125 50 Review of the Onsite Joint Trench Plans, Number of Sheets Not Known, (Use 20 Sheets) 1 10 10 Review of the Onsite Landscape Plans, Conformance Review Only Number of Sheets Not Known (Use 20 Sheets) 1 5 5 Review of the San Jose Water Company Plans, Conformance Review Only, Number of Sheets Not Known (Use 20 Sheets) 4 Review of the Hydrologic and Hydraulic Analysis 2 4 2 Review of the Sanitary Sewer Capacity Analysis 1 4 2 Review of C.3 Stormwater Control Measures 1 2 6 Review of Geotechnical Report (conformance only) 1 Review of the construction cost estimate 2 Review of the plans for conformance to the conditions of approval and Vesting Tentative Map 2 4 Review of the Final Maps, Conformance to the Civil Plans Only, Est. 30 Sheets 2 8 Review of the CEIA Findings 2 Review of CC&R's 1 Coordination w/ other agencies (allowance) 1 2 Preparation of Draft Comment Letter 2 4 Progress Meeting with Staff 2 2 Preparation of Final Comment Letter 1 1 Follow-up Meeting with Staff 4 4 Meetings with Applicant 8 8 Subtotal: 74 347 111 Second Submittal Review of Plan Documents 20 140 50 Second Submittal Review of Map Documents 1 2 Preparation of Second Comment Letter 2 2 Meeting with Staff 4 4 Meetings with Applicant 8 8 Subtotal: 35 156 50 Third Submittal Review of Above Plan Documents 12 70 25 Third Submittal Review of Above Map Documents 1 2 Preparation of Third Comment Letter 2 2 Meeting with Staff 2 2 Meetings with Applicant 8 8 Subtotal: 25 84 25 Final Submittal Review of Above Materials 8 40 Final Letter to City 2 2 Subtotal: 10 42 0 Total Hours 144 629 186 Hourly Rate $ 200.00 $ 180.00 $ 155.00 Cost $ 28,800.00 $ 113,220.00 $ 28,830.00 Total Hours 959 Total Fee Estimate $ 170,850.00 Use $160,000