Item 14 Staff Report Adopt Resolution Authorizing Town Manager to Sign Agreements for Enviromental Intial Study Consultant Services with Environmental Science Associates, LSA Associates, and Geier and Geier ConsultingCOUNCIL AGENDA REPORT
DATE: May 10, 1996
TO: MAYOR AND TOWN COUNCIL
FROM: TOWN MANAGER
SUBJECT:
MEETING DATE: 5/20/96
ITEM NO. 1 ,,
ADOPT RESOLUTION AUTHORIZING TOWN MANAGER TO SIGN AGREEMENTS FOR
ENVIRONMENTAL INITIAL STUDY CONSULTANT SERVICES WITH
ENVIRONMENTAL SCIENCE ASSOCIATES, LSA ASSOCIATES, AND GEIER AND
GEIER CONSULTING
RECOMMENDATION:
Adopt resolution authorizing Town Manager to sign agreements for environmental initial study consultant services with
Environmental Science Associates, LSA Associates, and Geier and Geier Consulting.
DISCUSSION:
The Town maintains a current list of pre -qualified consultants to prepare environmental documents and updates that list
every few years as required to ensure quality and timely studies. The list is divided into two categories of firms, those
who are approved for the preparation of environmental impact reports, and those who are also approved to prepare initial
environmental studies. All environmental documents are prepared by the consultant under agreement with the Town.
This process of environmental documents being prepared by independent third parties has worked well since its
inception. Each of the three consultant firms qualified to prepare initial environmental studies signs an agreement to
provide these services for one year. The current consultant list has been in effect for five years, and it was our intent
to go out with a new Request for Qualifications and prepare a new consultant list this year. The recommendation is to
retain the existing list for one more year due to the following: 1) the large number of major projects received this year
for which consultant services were required; 2) the need to maintain continuity to complete their review; and 3) major
staffing changes now pending in the department.
PREPARED BY:
LEE E. BOWMANXid----'
PLANNING j • TOR
Reviewed by: - Attorney
Reformatted: 10/23/95
(Continued on Page 2)
Finance Revised: 5/10/96 12:29 pm
PAGE 2
MAYOR AND TOWN COUNCIL
SUBJECT: AGREEMENTS FOR ENVIRONMENTAL INITIAL STUDY CONSULTANT SERVICES
May 15, 1996
Attachments 1 and 2 are copies of the current agreements. Included in Agreement #1 is a requirement for Errors and
Omissions insurance for the two large firms, Environmental Science Associates, Inc., and LSA Associates, Inc. The
agreement with Geier and Geier attached as Agreement #2 does not include the requirement for Errors and Omissions
insurance. However, Geier and Geier Consulting, Inc. has done an outstanding job providing the Town with
environmental review services. Because Geier and Geier is a small planning fum, Errors and Omissions coverage cannot
be obtained. Staff has considerable confidence in Geier and Geier and feels strongly that the firm should continue to be
retained even though Errors and Omissions coverage cannot be secured. The Town Attorney concurs.
As before, all costs associated with the preparation of environmental documents by the consultants for development
projects are paid by the applicants at the time of the development application.
ENVIRONMENTAL ASSESSMENTS:
Not a project as defmed under CEQA.
FISCAL IMPACT:
All costs of preparing initial studies for development projects are borne by the project applicant. A standard deposit
amount as defmed by the fee schedule is collected at the time the project application is submitted to the Planning
Department and the funds deposited into deposit account 100-26310. If the cost of the work exceeds the amount on
deposit, the additional funds are collected and deposited before any work is authorized. The consultant is paid for work
completed and invoiced out of this account. Any funds remaining after fmal action on the project are returned to the
project applicant. The Planning Department monitors this account and reviews all invoices to insure payments are made
only for work authorized.
Attachments:
1. Draft Resolution
2. Draft Agreement No. 1.
3. Draft Agreement No 2.
4. Existing approved consultant list.
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AGREEMENT NO 2. FOR INITIAL STUDIES CONSULTANT SERVICES
THIS AGREEMENT is entered into this day of , 19, by
and between the Town of Los Gatos, State of California, herein called the "Town", and
, engaged in providing initial studies consulting services herein called the
"Consultant".
RECITALS
A. The Town is considering undertaking activities pursuant to the provisions in Title 14,
California Administrative Code, Section 15000 et seq (Guidelines for Implementation of
the California Environmental Quality Act) and California Public Resources Code Section
21000 et seq. (California Environmental Quality Act).
B. The Town desires to engage an Initial Studies Consultant to provide consulting services
in conjunction with determinations on the environmental effects of proposed projects or
developments, because of Consultant's experience and qualifications to perform the desired
work.
C. The Consultant represents and affirms that it is qualified and willing to perform the desired
work pursuant to this Agreement.
AGREEMENTS
NOW, THEREFORE, THE PARTIES HERETO AGREE AS FOLLOWS:
1. Scope of Services. The Consultant shall provide the following services listed below.
A. During the term of the agreement the Consultant shall prepare initial studies,
negative declarations and mitigated negative declarations as defined in Title 14,
California Administrative Code, Section 15000 et seq.
B. There is no promise of any maximum or minimum number of initial study
assignments. During the term of the Agreement, the consultant will prepare the
initial studies, negative declarations and mitigated negative declarations as the
Town requests. Further, the Consultant knows the Town may assign some or all
initial studies to other Consultants.
C. Projects will be assigned by the Town Planning Director (Hereinafter "Planning
Director") and shall comply with Title 14, California Administrative Code, Section
15000 et seq. and will be due within thirty (30) days of assignment.
Page 1 of 8
N:1DEV1REPORTS \AGREMENT.TW O
ATTACHMENT
D. If the Consultant cannot meet the project schedule or deadline he/she shall inform
the Planning Director 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 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 Planning Director or his designee and the
Consultant. This document will provide information regarding the "specific
project assigned."
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 reasonable
available resources for the initial studies and negative declaration. In addition, the
Consultant will attend one (1) daytime Development Review Committee (DRC)
meeting pertaining to the specific project if required by the Planning Director.
G. The Consultant shall submit eight (8) draft copies of a preliminary initial study and
negative declaration draft to the Planning Director. The Planning Director, or his
designee, 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 twenty-five (25) final copies of the following
documents as minimum requirements of this Agreement (said documents to be on
8-1/2" x 11" paper, three -hole punched and clipped together in separate packers):
i. Complete initial study;
ii. Either a recommended negative declaration, mitigated negative declaration,
or a list of subjects to which special attention should be given in a draft
environmental impact report.;
iii. If applicable, a monitoring program in a Town approved format; and
iv. Any other supporting data used in the preparation of the above documents
or other recommendation for review.
Page 2 of 8
N: \DENT \REPORTS 1A GREMENT. T W O
2. Submission of Materials. All final written documents and materials, as listed above, shall
be submitted to the Planning Department by the Consultant within one week of receiving
the Town's comments of the preliminary draft (as described in Item No. G). Only original
photographs need to be submitted.
3. 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, 1997 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.
4. 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 14 of the Code of the Town of Los Gatos.
5. Sole Responsibility. Consultant shall be responsible for employing or engaging all persons
necessary to perform the services under this Agreement.
6. 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 the these documents or information available to any
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.
7. Compensation. The compensation to be paid to the Initial Studies Consultant including
both payment for professional services and any reimbursable expenses shall be a maximum
Page 3 of 8
N: \DEV\REPORTS\AGREMENT.TW O
of Fourteen Hundred and sixteen Dollars (1,416) for each initial study. Payment shall be
made at the Town's next issue of warrants following completion and delivery of the study
and receipt of billing. Before accepting the assignment, the Consultant will provide the
Planning Director a written estimate and cost breakdown of the amount of any anticipated
extraordinary work and the Planning Director may either assign the work to another
consultant or, under the direction of the Town Manager, negotiate a higher fee. 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 Planning
Director 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.
8. Availability of Records. Consultant shall maintain the records supporting this billing for
not less than three (3) 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.
9. Project Manager. At the beginning of each study, the Consultant shall designate a Project
Manager responsible for the work on the study..
10. 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.
11. Notices. Any notice required to be given shall be deemed to be duly and properly given
if mailed postage prepaid, and addressed to:
To Town:
To Consultant:
Town of Los Gatos
Planning Department
P.O. Box 949
Los Gatos, California 95031
or personally delivered to Consultant to such address or such other address as Consultant
designates in writing to Town.
12. 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
Page 4 of 8
N: \DEV \REPORTSIAGREMENT.TWO
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 brought by Consultant or is based
on allegations of Consultant's negligent performance or wrongdoing.
13. Conflict of Interest. Consultant understands that its professional responsibilities is 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. 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 sever this employment
relationship.
14. 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.
15. Insurance.
A. Minimum Scope of Insurance:
i. 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
Page 5 of 8
N:\ D E V 1 REPO RTS1 A GREM EN T. T W O
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 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-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.
I. 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.
Page 6 of 8
N: \DEV\REPORTS\AGREMENT.TWO
J. 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.
16. Indemnification. The Consultant shall save, keep and hold harmless 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.
17. 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.
18. 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 or Municipal Court of either the County of Santa Clara
or the County of San Mateo.
19. 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, 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 pursuant to Exhibit A hereto, 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.
20. 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.
21. Disputes. In any dispute over any aspect of this Agreement, the prevailing party shall be
entitled to reasonable attorney's fees, as well as costs not to exceed $7,500 in total.
22. Entire Agreement. This Agreement constitutes the complete and exclusive statement of
Page 7 of 8
N:1DEV 1REPORTS IAGREMENT. TWO
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 as of
the date indicated on page one (1).
Town of Los Gatos
David W. Knapp, Town Manager Consultant:
Town of Los Gatos
Print Name
Title
ATTEST:
Clerk of the Town of Los Gatos, Approved as to Form:
Los Gatos, California
Marian V. Cosgrove, Town Clerk Larry E. Anderson, Town Attorney
Page 8 of 8
N: \DEV\REPORTS\AGREMENT.TWO
AGREEMENT NO 1. FOR INITIAL STUDIES CONSULTANT SERVICES
THIS AGREEMENT is entered into this day of , 19, by
and between the Town of Los Gatos, State of California, herein called the "Town", and
, engaged in providing initial studies consulting services herein called the
"Consultant".
RECITALS
A. The Town is considering undertaking activities pursuant to the provisions in Title 14,
California Administrative Code, Section 15000 et seq (Guidelines for Implementation of
the California Environmental Quality Act) and California Public Resources Code Section
21000 et seq. (California Environmental Quality Act).
B. The Town desires to engage an Initial Studies Consultant to provide consulting services
in conjunction with determinations on the environmental effects of proposed projects or
developments, because of Consultant's experience and qualifications to perform the desired
work.
C. The Consultant represents and affirms that it is qualified and willing to perform the desired
work pursuant to this Agreement.
AGREEMENTS
NOW, THEREFORE, THE PARTIES HERETO AGREE AS FOLLOWS:
1. Scope of Services. The Consultant shall provide the following services listed below.
A. During the term of the agreement the Consultant shall prepare initial studies,
negative declarations and mitigated negative declarations as defined in Title 14,
California Administrative Code, Section 15000 et seq.
B. There is no promise of any maximum or minimum number of initial study
assignments. During the term of the Agreement, the consultant will prepare the
initial studies, negative declarations and mitigated negative declarations as the
Town requests. Further, the Consultant knows the Town may assign some or all
initial studies to other Consultants.
C. Projects will be assigned by the Town Planning Director (Hereinafter "Planning
Director") and shall comply with Title 14, California Administrative Code, Section
15000 et seq. and will be due within thirty (30) days of assignment.
Page 1 of 8
N:1DEN/ 1REPORTSIAGREMENT.ONE
D. If the Consultant cannot meet the project schedule or deadline he/she shall inform
the Planning Director 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 reassign the assignment or give written notice of termination pursuant
to Item No. 3 of this Agreement.
E. The Town will prepare an "Authorization to Proceed" for each assignment. The
document shall be signed by the Planning Director or his designee and the
Consultant. This document will provide information regarding the "specific
project assigned."
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 reasonable
available resources for the initial studies and negative declaration. In addition, the
Consultant will attend one (1) daytime Development Review Committee (DRC)
meeting pertaining to the specific project if required by the Planning Director.
G. The Consultant shall submit eight (8) draft copies of a preliminary initial study and
negative declaration draft to the Planning Director. The Planning Director, or his
designee, 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 twenty-five (25) final copies of the following
documents as minimum requirements of this Agreement (said documents to be on
8-1/2" x 11" paper, three -hole punched and clipped together in separate packers):
i. Complete initial study;
ii. Either a recommended negative declaration, mitigated negative declaration,
or a list of subjects to which special attention should be given in a draft
environmental impact report.;
iii. If applicable, a monitoring program in a Town approved format; and
iv. Any other supporting data used in the preparation of the above documents
or other recommendation for review.
Page 2 of 8
N: \DE V \ REPORTS \AGREMENT.ON E
2. Submission of Materials. All final written documents and materials, as listed above, shall
be submitted to the Planning Department by the Consultant within one week of receiving
the Town's comments of the preliminary draft (as described in Item No. G). Only original
photographs need to be submitted.
3. 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, 1997 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.
4. 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 14 of the Code of the Town of Los Gatos.
5. Sole Responsibility. Consultant shall be responsible for employing or engaging all persons
necessary to perform the services under this Agreement.
6. 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 the these documents or information available to any
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.
7. Compensation. The compensation to be paid to the Initial Studies Consultant including
both payment for professional services and any reimbursable expenses shall be a maximum
Page 3 of 8
N : 1DE V \REPORTS\AGREMENT.ON E
of Fourteen Hundred and jSixteen Dollars (1,416) for each initial study. Payment shall
be made at the Town's next issue of warrants following completion and delivery of the
study and receipt of billing. Before accepting the assignment, the Consultant will provide
the Planning Director a written extimate and cost breakdown of the amount of any
anticipated extraordinary work and the Planning Director may either assign the work to
another consultant or, under the direction of the Town Manager, negotiate a higher fee.
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 Planning
Director 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.
8. Availability of Records. Consultant shall maintain the records supporting this billing for
not less than three (3) 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.
9. Project Manager. At the beginning of each study, the Consultant shall designate a Project
Manager responsible for the work on the study..
10. 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.
11. Notices. Any notice required to be given shall be deemed to be duly and properly given
if mailed postage prepaid, and addressed to:
To Town:
To Consultant:
Town of Los Gatos
Planning Department
P.O. Box 949
Los Gatos, California 95031
or personally delivered to Consultant to such address or such other address as Consultant
designates in writing to Town.
12. 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
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N:\DEV \REPORTS\AGREMENT.ONE
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 brought by Consultant or is based
on allegations of Consultant's negligent performance or wrongdoing.
13. Conflict of Interest. Consultant understands that its professional responsibilities is 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. 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 sever this employment
relationship.
14. 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.
15. Insurance.
A. Minimum Scope of Insurance:
i. 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
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N: 1DEV \REPORTS\AGREMENT.ONE
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.
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.
B. General Liability:
i. 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.
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
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N:1DEV \REPORTS\AGREMENT.ONE
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.
D. 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.
16. Indemnification. The Consultant shall save, keep and hold harmless 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.
17. 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.
18. 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 or Municipal Court of either the County of Santa Clara
or the County of San Mateo.
19. 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, 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 pursuant to Exhibit A hereto, 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.
20. 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.
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N:\ D E V \REPO RTS\AGREMENT. O N E
21. Disputes. In any dispute over any aspect of this Agreement, the prevailing party shall be
entitled to reasonable attorney's fees, as well as costs not to exceed $7,500 in total.
22. 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.
IN WITNESS WHEREOF, the Town and Consultant have executed this Agreement as of
the date indicated on page one (1).
Town of Los Gatos
David W. Knapp, Town Manager Consultant:
Town of Los Gatos
Print Name
Title
ATTEST:
Clerk of the Town of Los Gatos, Approved as to Form:
Los Gatos, California
Marian V. Cosgrove, Town Clerk Larry E. Anderson, Town Attorney
Page 8 of 8
N:IDEV IREPORTSIAGREMENT.ONE
INTERNAL TRACKING
DEPTMENT:
AGENDA ITEM: �!
Cob/AVM'
RESO/ORD NUMBER: `
96/
la
DATE
J
/ 9
LIST IN BOOK
la & 3(11
ON DISC OR SHARE. FORM SENT TO DEPT.
QA/;
L
/
PUBLISH IF REQUIRED - Date of Publication
ORDINANCES ONLY
WHEN SIGNATURE AND /s/ COPY (1 EACH) returned,
LIST ON SIGNATURE TRACKING & SEND TO MAYOR
-'
.
MAIL TO DISTRIBUTION LIST
NO.of COPIES:
PROOF OF MAILING PREPARED
SIGN BY CLERK/SEAL
POSTED
ENTER INTO ECM ORDINANCE/RESOLUTION FILE
FILE IN VAULT
CODIFICATION IF ORDINANCE !
clk:d16:1other1ordred
OFFICE OF THE TOWN CLERK
ORDINANCES & RESOLUTIONS
ORIGINATING DEPT:
COUNCIL AGENDA DATE:
COUNCIL AGENDA ITEM:
SUBJECT:
PLANNING
05/20/96
14
ENVIRONMENTAL INITIAL STUDIES
RESOLUTION ORDINANCE
Number: 1996-66 Number:
Date of Adopt: 05/20/96 Date of Intro:
COUNCIL ACTION:
AYES:
NAYS:
ABSENT:
ABSTAIN:
Date of Adopt:
ZONE CHANGE:
ALL
COUNCIL MEMBERS NAMES:
Joanne Benjamin, Steven Blanton, Linda Lubeck, Patrick O'Laughlin
Mayor(or Chairman) RANDY ATTAWAY
ORDINANCES and RESOLUTIONS MUST BE RETURNED TO TOWN CLERK
BY WEDNESDAY AT 12 NOON.
ORDINANCES MUST BE READY FOR IMMEDIATE PUBLICATION
RESOLUTION 1996-66
RESOLUTION OF THE TOWN OF LOS GATOS
AUTHORIZING THE TOWN MANAGER
TO EXECUTE AGREEMENTS FOR
ENVIRONMENTAL INITIAL STUDIES
WHEREAS, due to the uniqueness and special characteristics of environmental
consulting in that qualifications, experience and expert knowledge of the California Environmental
Quality Act need to be verified and the fact that the services rendered are borne by a project
applicant and not the Town, it would be more advantageous to acquire these services by negotiated
bid.
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 agreement with Environmental
Science Associates, Inc., and LSA Associates, Inc. for environmental initial studies and the
preparation of Negative Declarations and Mitigated Negative Declarations. This agreement is
titled Agreement No. 1.
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 agreement with Geier and Geier
Consulting, Inc. for environmental initial studies and the preparation of Negative Declarations and
Mitigated Negative Declarations. This agreement is titled Agreement No. 2.
FURTHER RESOLVED that the Town Manager is authorized, and is hereby
directed, to execute said agreements in the name and on 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 20th day of May, 1996 by the following vote:
COUNCIL MEMBERS:
AYES: Joanne Benjamin, Steven Blanton, Linda Lubeck,
Mayor Randy Attaway
NAYES: None
ABSENT: Patrick O'Laughlin
ABSTAIN: None
SIGNED: /s/ Marian V. Cosgrove
MAYOR OF THE TOWN OF LOS GATOS
LOS GATOS, CALIFORNIA
ATTEST:
/s/ Randy Attaway
CLERK OF THE TOWN OF LOS GATOS
LOS GATOS, CALIFORNIA
May 20, 1996
Los Gatos, California
GEMINI COURT BENEFIT ZONE/RESOLUTION 1996-63 (11.14)
LANDSCAPING AND LIGHTING ASSESSMENT DISTRICT #2
Motion by Mrs. Benjamin, seconded by Mrs. Lubeck, that Council adopt Resolution 1996-63
entitled, RESOLUTION OF THE TOWN OF LOS GATOS OF ITS INTENTION TO LEVY
AND COLLECT ASSESSMENTS FOR FISCAL YEAR 1996-1997 IN LANDSCAPING AND
LIGHTING ASSESSMENT DISTRICT #2 - GEMINI COURT BENEFIT ZONE. AND TO SET
PUBLIC MEETING AND PUBLIC HEARING TO CONSIDER THE PROPOSED
ASSESSMENTS. Carried by a vote of 4 ayes. Mr. O'Laughlin was absent.
BRUSH A PUBLIC NUISANCE/ABATEMENT PROCEDURES/RESOLUTION 1996-65 (12.24)
Motion by Mrs. Benjamin, seconded by Mrs. Lubeck, that Council adopt Resolution 1996-65
entitled, RESOLUTION OF THE TOWN OF LOS GATOS DECLARING BRUSH A PUBLIC
NUISANCE AND PROVIDING FOR ABATEMENT. Carried by a vote of 4 ayes. Mr.
O'Laughlin was absent.
9524 PROJECT/TREE PRUNING/CORPORATE & COMMERCIAL/RESOLUTION 1996-64 (13.28)
Motion by Mrs. Benjamin, seconded by Mrs. Lubeck, that Council adopt Resolution 1996-64
entitled, RESOLUTION OF THE TOWN OF LOS GATOS ACCEPTING WORK OF
CORPORATE AND COMMERCIAL SERVICES, INC. ON PROJECT 9524 - TREE PRUNING
AND AUTHORIZING THE TOWN MANAGER TO EXECUTE CERTIFICATE OF
ACCEPTANCE AND NOTICE OF COMPLETION FOR RECORDING BY TOWN CLERK.
Carried by a vote of 4 ayes. Mr. O'Laughlin was absent.
ENVIRONMENTAL INITIAL STUDY CONSULTANT SERVICES/RESOLUTION 1996-66 (14.28)
ENVIRONMENTAL SCIENCE ASSOC/LSA ASSOC/GRIER AND GRIER CONSULTING
Motion by Mrs. Benjamin, seconded by Mrs. Lubeck, that Council adopt Resolution 1996-66
entitled, RESOLUTION OF THE TOWN OF LOS GATOS AUTHORIZING THE TOWN
MANAGER TO EXECUTE AGREEMENTS FOR ENVIRONMENTAL INITIAL STUDIES.
Carried by a vote of 4 ayes. Mr. O'Laughlin was absent.
A-96-1/ZONING ORDINANCE AMENDMENT/ORDINANCE 2016 (15.46)
Motion by Mrs. Benjamin, seconded by Mrs. Lubeck, that Council introduce Draft Ordinance
2016 entitled, ORDINANCE OF THE TOWN OF LOS GATOS AMENDING THE ZONING
ORDINANCE OF THE TOWN CODE TO DELETE OBSOLETE REFERENCES TO
COMPACT SPACES. TO MODIFY PROVISION RELATING TO PARKING DIMENSIONS.
TO ADD A PROHIBITION OF ASSIGNED PARKING SPACES AND TO PERMIT GROUND
FLOOR OFFICE USES ON LOS GATOS-SARATOGA ROAD WHERE THEY ARE
PRESENTLY NOT ALLOWED. Carried by a vote of 4 ayes. Mr. O'Laughlin was absent.
TC: D8: MM052096
3