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03 - ADOPT RESOLUTION AUTHORIZING TOWN MANAGER TO ENTER INTO AN AGREEMENT FOR CONSULTING SERVICES Projects 9309-9312TOWN OF LOS GATOS COUNCIL AGENDA REPORT COUNCIL AGENDA DATE: 9/21/92 ITEM NO. AO: , DATE: September 17, 1992 TO: MAYOR AND TOWN COUNCIL iAt FROM: TOWN MANAGER SUBJECT: ADOPT RESOLUTION AUTHORIZING TOWN MANAGER TO ENTER INTO AN AGREEMENT FOR CONSULTING SERVICES PROJECT 9309 -WHEELER AVENUE YOSEMITE BOX CULVERT STORM DRAIN PROJECT 9310 - SANTA CRUZ AVENUE BOX CULVERT STORM DRAIN PROJECT 9311 -UNIVERSITY AVENUE BOX CULVERT STORM DRAIN PROJECT 9312 - BAYVIEW AVENUE BOX CULVERT STORM DRAIN RECOMMENDATION: Adopt resolution authorizing Town Manger to enter into an agreement for consultation services for Project 9309 - Wheeler Avenue/Yosemite Box Culvert Storm Drain, Project 9310 - Santa Cruz Avenue Storm Drain, Project 9311 - University Avenue Storm Drain, and Project 9312 - Bayview Avenue Storm Drain with B.S.I. Consultants, Inc. BACKGROUND: The four above projects were approved by the Town Council and were included in the fiscal year 1992-93 Capital Improvement - Storm Drainage - Program. Council's authorization is needed for the chosen consultant to begin design on these projects. DISCUSSION: Design on these four projects should be complete by the beginning of 1993. Staff will return to Council for the approval of plans and specifications at that time. These projects should be completely constructed in Spring of 1993. The schedule for the design and construction of these projects is as follows: (Continued on Page 2) PREPARED BY: SCOTT R. BAKER Director of Building and Engineering Services SRB:CG:cs 9/17/92 8:22 am C24\CNCLRPTS\STORM.BLD Attachments: See Page 3 for list of attachments Distribution: See Page 3 for distribution lis Reviewed by: - Attorney Clerk Finance Treasurer COUNCIL ACTION/ACTION DIRECTED TO: F PAGE 2 MAYOR AND TOWN COUNCIL SUBJECT: AGREEMENT FOR CONSULTATION SERVICES FOR PROJECTS 9309, 9310, 9311 & 9312 September 17, 1992 9/21/92 Council Authorizes consulting services 11/16/92 Consultant submits preliminary design for staff comments 12/7/92 Design (Plans and Specifications) completed 12/7/92 Council approves Plans and Specifications and authorizes advertizement of the projects for competitive bid. 12/16/92 & Advertisement appears in paper 12/23/92 1/13/92 Bids opened 1/18/92 Council awards bid 2/1/92 Notice to proceed, contractor begins work 2/22/92 Project 9309 -Wheeler Avenue/Yosemite Box Culvert - Storm Drain completed 5/10/92 Project 9310 - Santa Cruz Avenue Box Culvert Storm Drain Project 9311 - University Avenue Box Culvert Storm Drain Project 9312 - Bayview Avenue Box Culvert Storm Drain Completed B.S.I. Consultants, Inc. is a reputable Civil Engineering firm that Town staff has worked with before. They have experience in many other drainage projects of this size. B.S.I. Consultants, Inc., is a State Certified Minority Business Enterprise. CONCLUSION: Staff recommends that the Town Manager be authorized to sign an agreement with B.S.I. Consultants, Inc., to provide consultation services for these projects. FISCAL IMPACT: These projects are funded in the Fiscal Year 1992-93 Capital Improvement - Storm Drainage Program. FUNDI NG Project 9309 - Wheeler Avenue/Yosemite Box Culvert Storm Drain * $ 7,100 (Account No. 4461-85801 - Project 461 DBAYV) Project 9310 - Santa Cruz Avenue Storm Drain * $ 4,700 (Account No. 4462-85802 - Project 462DSCRZ) Project 9311 - University Avenue Storm Drain * $ 5,700 (Account No. 4462-85802 - Project 462DUNIV) Project 9312 - Bayview Avenue Storm Drain * $ 4,700 (Account No. 4461-85801 - Project 461 DBAYV) TOTAL * $22,200 * Amount includes a 20 percent contingency. Consultant's compensation shall not exceed. 80 percent of this figure without prior written approval from the Director of Building and Engineering Services. Compensation shall not exceed this full amount without Council Approval. PAGE 3 MAYOR AND TOWN COUNCIL SUBJECT: AGREEMENT FOR CONSULTATION SERVICES FOR PROJECTS 9309, 9310, 9311 & 9312 September 17, 1992 ATTACHMENTS: 1. Resolution authorizing the Town Manager to enter into an agreement. Exhibit A. Agreement with B.S.I. Consultants, Inc. Attachment 1 Detailed List of services. DISTRIBUTION: B.S.I. Consultants, Inc., 2420 Camino Ramon, Suite 202, San Ramon, CA 94583 RESOLUTION RESOLUTION OF THE TOWN COUNCIL OF THE TOWN OF LOS GATOS AUTHORIZING THE TOWN MANAGER TO EXECUTE AN AGREEMENT WITH B.S.I. CONSULTANTS, INC., FOR CONSULTATION SERVICES PROJECT 9309 - WHEELER AVENUE/YOSEMITE BOX CULVERT STORM DRAIN PROJECT 9310 - SANTA CRUZ AVENUE STORM DRAIN PROJECT 9311 - UNIVERSITY AVENUE STORM DRAIN PROJECT 9312 - BAYVIEW AVENUE STORM DRAIN 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 with B.S.I. Consultants, Inc., for consultation services - Project 9309 - Wheeler Avenue/Yosemite Box Culvert Storm Drain, Project 9310 - Santa Cruz Avenue Storm Drain, Project 9311 - University Avenue Storm Drain, and Project 9312 - Bayview Avenue Storm Drain and that the Town Manager is authorized, and is hereby directed to execute the contract attached as Exhibit A in the name and on behalf of the Town of Los Gatos. PASSED AND ADOPTED at a regular meeting of the Town Council held on the day of , 1992, by the following vote: COUNCIL MEMBERS: AYES: NAYS: ABSENT: ABSTAIN: SIGNED: MAYOR OF THE TOWN OF LOS GATOS LOS GATOS, CALIFORNIA ATTEST: CLERK OF THE TOWN OF LOS GATOS LOS GATOS, CALIFORNIA 024\ONOLRPTS\STORM.BLD AGREEMENT FOR CONSULTING SERVICES PROJECT 9309 -WHEELER AVENUE/YOSEMITE BOX CULVERT STORM DRAIN PROJECT 9310 - SANTA CRUZ AVENUE STORM DRAIN PROJECT 9311 -UNIVERSITY AVENUE STORM DRAIN PROJECT 9312 - BAYVIEW AVENUE STORM DRAIN THIS AGREEMENT is entered into this day of , 1992, by and between the Town of Los Gatos, State of California, herein called the "Town" and B.S.I. Consultants, Inc., herein called the "Consultant." NOW, THEREFORE, THE PARTIES HERETO AGREE AS FOLLOWS: 1. Scope of Services. The Consultant shall perform the services listed below. A. Complete the design (plans and specifications) for the following projects: Project 9309 - Project 9310 - Project 9311 - Project 9312 - Wheeler Avenue/Yosemite Box Culvert Storm Drain Santa Cruz Avenue Storm Drain University Avenue Storm Drain Bayview Avenue Storm Drain (A detailed list of tasks is included as Attachment 1) B. The Consultant shall carry out this project under the direction of the Director of Building Services (or his designee) for the purpose of receiving information, reviewing progress, and providing assistance in problem solving. 2. Time of Performance. The services of the Consultant are to commence upon the execution of this Agreement, and shall end on December 7, 1992. 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 Director of Building Services, or his designee or as required by law. C24\AGREEMEN\STCRM.BLD 1 of 4 EXHIBITA 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. B.S.I. Consultants, Inc., shall be paid on an hourly basis for professional services, administrative overhead, and reimbursable expenses. Payment shall be made at the Town's next issue of warrants following receipt of billing. Compensation for the complete scope of services for all four projects, shall not exceed $18,560 without prior written approval from the Director of Building and Engineering Services. In no case shall compensation exceed $22,200. 7. Independent Consultant. 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. 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. 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 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. iii. 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 Attachment 2. 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 B.S.I. Consultants, Inc., for professional errors or omissions in the performance of the particular scope of work under this agreement. G24\AGREEMEN`STORM. BLD 2 of 4 B. 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. ii. The Consultant's insurance coverage shall be primary insurance as respects the Town, its officers, officials, employees and volunteers. Any insurance or self-insurance 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 Coverage: 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. current certification of such insurance shall be kept on file at all times during the term of this agreement with the Town Clerk. 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 misconduct, act, or omission; or negligent act or omissions of the Consultant, or any of the Consultant's employees, or any subcontractor . The Town will not be held liable for any accident, Toss 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 may terminate this agreement without cause by giving not less than fifteen (15) days written notice of termination. The Town may terminate this agreement with cause by giving 24 hour written notice. In the G24\AGREEMEN\STORM.BL D 3 of 4 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. 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 allowed 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 proving 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 (1). TOWN OF LOS GATOS B.S.I. Consultants, Inc. David W. Knapp, Town Manager Hank Van Dyke, Jr., P.E., District Manager ATTEST: Clerk of the Town of Los Gatos Approved as to Form: Los Gatos, California Marian V. Cosgrove, Town Clerk C24\AGREEMEN\STORM.RLD 4 of 4 4•ti QiL i<aterine Anderton, Town Attorney WORK PROGRAM PRELIMINARY PHASE TASK 1: Upon receiving Notice -To -Proceed, BSI will arrange a kick-off meeting with staff to discuss project issues, schedule and other aspects of scope of services. TASK 2: Within one week after receiving Notice -To -Proceed, BSI will perform field survey to identify and locate all topographic and surface features including invert elevations of storm and sanitary sewers within the limits of the project and as necessary for completing the design of the proposed improvements. The survey data will be translated to the CADD system and base maps will be developed. We propose to use the services of GEOTOPO to perform the survey work. We have utilized the services of GEOTOPO in the past on various similar projects. TASK 3: At the pre -design meeting, BSI will provide the base maps to the Town of Los Gatos and verify the criteria by which the subject storm drainage system is to be designed or modified. "As -built" drawings, aerial photos, right-of-way/easement maps and other information that may be available will be obtained from the Town. TASK 4: After this initial meeting, various alternative alignments for the new storm drain lines will be developed. Each of these alternatives will be evaluated based on factors including hydraulic criteria, topographic limitations, cost-- effectiveness, utility impacts, easement requirements and other constraints. TASK 5: BSI will incorporate utility information from the appropriate utility companies P and ncorporate the information on the base maps. DESIGN PHASE TASK 1. Following the approval of a design concept by the Town of Los Gatos, BSI CONSULTANTS, INC. will prepare preliminary design Plans and Specifications (60%) in accordance with applicable local and State standards. The preliminary plans will clearly and accurately depict all existing surface features, the layouts of existing and proposed storm drains and associated facilities, profiles, right-of-way and easements information, general and construction notes, and other details. The preliminary lans also will include detailed quantity and cost estimates. Attachment 1 TASK 2. The Preliminary Design Plans (60%) will be submitted to the Town for review and comment. These plans will also be submitted to the appropriate utility companies for verification of utility locations. TASK 3. TASK 4. Upon review by the Town of the 60% PS&E, 95 % PS&E will be prepared incorporating the Town's comments. The 95 % PS&E will be submitted to the Town for review. The final PS&E will be delivered to the Town as described in Section C, Products and Schedules. Upon review by the Town of the 95% PS&E, Final PS&E will be prepared incorporating the Town's comments. The final PS&E will be delivered to the Town as described in Section C, Products and Schedules. PRODUCTS AND SCHEDULES BSI will submit the following products to the Town: • Base Plans • Preliminary Plans, Special Provisions and Estimates (60% Complete) • Preliminary Plans, Special Provisions and Estimates (95 % Complete) • Final Plans, Special Provisions and Estimate (100% Complete) The plan set will be comprised of the following plan sheets: 1. Title Sheet 2. Storm Drain Plan/Profile Sheet(s) 3. Detail Sheet(s) BSI will prepare the improvement plans at a scale of 1" = 20' , and all the plan sheets will show appropriate Town title block information. BSI will provide the Town with original plans on 4 mm, single matte mylar and the AutoCad Release 11 drawing files, one printed copy of the special provisions and a file copy on Wordperfect 5.1 file, and a printed copy of the cost estimate and a file copy on Lotus 123. BSI recognizes that time is an important consideration to the Town of Los Gatos in completing the required storm drainage improvements. On that basis, the firm is fully prepared to begin as soon as we receive authorization to proceed with the project. We have the staff and resources available to provide final PS&E within four (4) weeks of the notice to proceed for each of the proposed projects. If awarded all four projects, BSI will provide final PS&E within eight (8) weeks of the notice -to -proceed. City review time is not included in this schedule. PROFESSIONAL FEE Considerable time and cost may be saved by completing the design of all the four projects simultaneously. For example, survey can be completed in one or two site visits for all the four projects instead of four separate visits. BSI Consultants, Inc. proposes the following lump -sum, not -to -exceed fee break-up for these projects. We have also included the fee to provide design services for the four projects. These fees are valid from the proposal date (September 1, 1992) for 90 days and include all tasks and products described in Section II, Scope of Work. PROJECT PERSON --HOUR ESTIMATE 1. UNIVERSITY AVENUE STORM DRAIN II_90 2. BAY VIEW AVENUE STORM DRAIN 3. WHEELER AVENUE STORM DRAIN 4. SANTA CRTJZ AVE STORM DRAIN _TOTALS PROJECTS 1, 2, 3 & 4 (CONCURRENT) 58 70 58 COST $ 7,100.00 4,700.00 5,700.00 4, 700.00 272 $22,200.00 232 $18,560.00 TOWN OF LOS GATOS COUNCIL AGENDA REPORT DATE: September 18, 1992 TO: MAYOR AND TOWN COUNCIL FROM: TOWN MANAGER SUBJECT: COUNCIL AGENDA DATE: 9/21/92 ITEM NO. ADDENDUM ADOPT RESOLUTION AUTHORIZING TOWN MANAGER TO ENTER INTO AN AGREEMENT FOR CONSULTING SERVICES PROJECT 9309 - WHEELER AVENUE YOSEMITE BOX CULVERT STORM DRAIN PROJECT 9310 - SANTA CRUZ AVENUE BOX CULVERT STORM DRAIN PROJECT 9311 - UNIVERSITY AVENUE BOX CULVERT STORM DRAIN PROJECT 9312 - BAYVIEW AVENUE BOX CULVERT STORM DRAIN Attached is a facsimile copy of the signed agreement for consulting services. This signed agreement replaces the first four pages of Exhibit A in the original Council packet. This signed agreement arrived too late to be included with the original report. PREPARED BY: SCOTT R. BAKER 5 Director of Building and Engineering Services SRB:CG:cs 9/18/92 4:59 pm C25\CNCLRPTS\STORM.BLD Reviewed by: Attorney Clerk Finance Treasurer COUNCIL ACTION/ACTION DIRECTED TO. AGREEMENT FOR CONSULTING SERVICES PROJECT 9309 - WHEELER AVENIJE/YOSEMITE BOX CULVERT STORM DRAIN PROJECT 9310 - SANTA CRUZ AVENUE STORM DRAIN PROJECT 9311, - UNIVERSITY AVENUE STORM DRAIN PROJECT 9312 - BAYViEW AVENUE STORM DRAIN THIS AGREEMENT is entered into this day of 1992 by and between the Town of, Los Gatos, State of CaliforniaTerein called the.'' Ton" and E.S.I. Consultants, Inc., herein called the "Consultant." NOW, THEREFORE, THE PARTIES HERETO AGREE AS FOLLOWS: 1. Scope of Seryices, The Consultant shall perform the services listed below, A, Complete the design (plans and specifications) for the following projects: Project 9309 • Wheeler Avenue/Yosemite Box Culvert Storm Drain Project 9310 • Santa Cruz Avenue Storm Drain Project 9311 • University Avenue Storm Drain Project 9312 • Bayview Avenue Storm Drain (A detailed list of tasks is included as Attachment 1) B. The Consultant shall any out this project under the direction of the Director of Building Services (or his designee) for the purpose of receiving information, reviewing progress, and providing assistance in problem solving. 2. Time of Performance. The services of the Consultant are to commence upon the execution of this Agreement, and shall end on December 7, 1992. 3•fusom111nw_,, 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. golfidtatigLinfosmiltim. 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 he disclosed to any person except as authorized by. the Director of Building Services, or his designee or as required by law. avao +EN\$TOaM.eLO 1 of 4 EXHIBIT A S. lawlaesipAny, 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. Cocpensattion. 13,S.1. Consultants, Inc., shall be paid an an hourly basis for professional services, administrative overhead, and reimbursable expenses. Payment shall be made at the Town's next issue of warrants following receipt of billing. Compensation for the complete scope of services for all four projects, shall not exceed $18,560 without prior written approval from the Director of Building and Engineering Services. In no case shall compensation exceed $22,200. 7. . penden Consulrat. 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 riot 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 employer~(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. Logliguatuant, 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. 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 leis/her firm to an amount riot less than: one million dollars ($1,000,000) combined single limit per occurrence 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. iii. 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 Attachment 2. iv. Consultant agrees to have and maintain, for the duration of the contract, professional liability insurance in amounts not lessthan $1,000,000 which is sufficient to insure ,S.I. Consultants, Inc., for professional errors or omissions in the performance of the particular scope of work under this agreement. G'24\AeRatm 'rAs'r'QRM Sua 2 of 4 StFj— 1 c3-7L t- K 1 1 4 - 9-.. Jsti 1 I;LJNSLJL-I ANTS P _ 04 B, 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 tlsed by the Consultant. ii. The Consultant's insurance coverage shall be primary insurance as respects the Town, its officers, officials, employees and volunteers. Any insurance or self-insurance maintained by the "!'own, its officers, officials, employees or volunteers 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. 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 Coverage: Each insurance policy required in this itexn 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, current certification of such insurance shall be kept on file at all times during the term of this agreement with the Town Clerk, 10. Indemmnificatiorr, The Consultant shall save, keep and hold harmless indemnify and defend the Town, its officer, 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 misconduct, error, or omission; or negligent act, error or omissions of the Consultant, or any of the Consultant's employees, or any subcontractor. The Town will not be held Iiable 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.This Agreement, regardless of where executed, shall be governed by and construed to the ltaw:; of the State of California. 13. ierrnin;itj t79fAgrcernetll. The Town may terminate this agreement without cause by giving not less than fifteen (15) datys written notice of termination. The Town may terminate this agreement with cause by giving 24 hour written notice. In the C24\AGREEMEN1\sTormsa,O 3 Or 4 i r ¢ vent of termination, the Consultant shall deliver to the Town all pitons, files, documents, reports, performed to date by the Consultant, In the event of such terrninatiin, the Consultant shall he paid for all Satisfactory work, unless such termination is made for cause, in which event, compensation. if any, shll be in light of the particular facts and circumstances Involved in such termina ion, 14. ,EntirtAgzedamm, This Agreement contrtituteS the complete and exclusive stiternent of Eh Agreement between the Town and CQfsuliant, lTo 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, shalt be binding on ether party, 15. ktrai trn trr►y 41Ispute over Any aspect of this agreement the prevailing partyshall he entitled to reaSontahle attorticy's lees, as well as all reasonable costs (not limited to those se allowed by statute). 16, �, This Agreement may he executed hi several oourttarparts each of Bch , shtt 1 constttutc one and the ssme xrast►umei t and shall become binding upon the parties when at least one eopy, here of shall have been signed by both parties hereto. In proving this agreement, it shall not be necessary to prCrduce or account for more than ono such counterpart. IN WITNESS WHEREQP, the Town and Consultant have executed this A, cement as of the date indicated c>r► pago one (1). 't'OWN OF LOS GA't'OS 13,5,i, Consultants, Ina, y{�� ��j�7i �\y�/j j��[�1� Q}y'y ■1{1'WIMy,.�1 r) Md ►7, � rape, TQWf , ar alter ATTEST: Clerk of the Town of 1.4s Gatos atas, California Marian V. Cosgrove, 'Town Clerk M w Hank Van Tyke • Approved as to Form: District Manager Pse Katharine Arcderton, Town Attorney 4 of 4 RESOLUTION 1992-172 RESOLUTION OF THE TOWN COUNCIL OF THE TOWN OF LOS GATOS AUTHORIZING THE TOWN MANAGER TO EXECUTE AN AGREEMENT WITH B.S.I. CONSULTANTS, INC., FOR CONSULTATION SERVICES PROJECT 9309 - WHEELER AVENUE/YOSEMITE BOX CULVERT STORM DRAIN PROJECT 9310 - SANTA CRUZ AVENUE STORM DRAIN PROJECT 9311 - UNIVERSITY AVENUE STORM DRAIN PROJECT 9312 - BAYVIEW AVENUE STORM DRAIN 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 with B.S.I. Consultants, Inc., for consultation services - Project 9309 - Wheeler Avenue/Yosemite Box Culvert Storm Drain, Project 9310 - Santa Cruz Avenue Storm Drain, Project 9311 - University Avenue Storm Drain, and Project 9312 - Bayview Avenue Storm Drain and that the Town Manager is authorized, and is hereby directed to execute the contract attached as Exhibit A in the name and on behalf of the Town of Los Gatos. PASSED AND ADOPTED at a regular meeting of the Town Council held on the 21st day of September, 1992, by the following vote: COUNCIL MEMBERS: AYES: Randy Attaway, Steven Blanton, Brent Ventura, Mayor Eric D. Carlson NAYS: None ABSENT: Joanne Benjamin ABSTAIN: None SIGNED: /s/ Eric D. Carlson MAYOR OF THE TOWN OF LOS GATOS LOS GATOS, CALIFORNIA Al LEST: /s/ Marian V. Cosgrove CLERK OF THE TOWN OF LOS GATOS LOS GATOS, CALIFORNIA SHARE\92103.PLN