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Item 13 Staff Report Adopt Resolution Authorizing Town Manager to Sign Agreements for Environmental Initial Study Consultant Services with Environmental Science Associates, Inc., Geier and Geier Consulting, Inc. and LSACOUNCIL AGENDA DATE: 6/21/93 ITEM NO. , 3 TOWN OF LOS GATOS COUNCIL AGENDA REPORT DATE: June 15, 1993 TO: MAYOR AND TOWNy,COUNCI FROM: TOWN MANAGER SUBJECT: ADOPT RESOLUTION AUTHORIZING TOWN MANAGER TO SIGN AGREEMENTS FOR ENVIRONMENTAL INITIAL STUDY CONSULTANT SERVICES WITH ENVIRONMENTAL SCIENCE ASSOCIATES, INC., GEIER AND GEIER CONSULTING, INC. AND LSA RECOMMENDATION: Adopt resolution authorizing Town Manager to sign agreements for environmental initial study consultant services with Environmental Science Associates, Inc., Geier and Geier Consulting, Inc. and LSA. DISCUSSION: The Town has maintained a list of pre -qualified consultants to prepare environmental studies documents since about 1975 and has updated that list every six to eight years. Each list is divided into two categories of firms who are to be contracted for the preparation of environmental impact reports, and from that list, those firms who will also prepare initial environmental studies. As the Council is aware, this process of environmental analysis is being paid for by the project applicants and the documents are prepared under agreement with the Town. Nine firms are on the environmental impact report preparation list, and three of these firms are on the initial environmental study list. A copy of this list is attached as Attachment 4. Since the list is only three years old and since there has been little development activity requiring consultant services this past year, the recommendation is to retain the existing list for another year. Attachments 2 and 3 are a copy of the current agreements. (Continued on Page 2) PREPARED BY: LEE E. BOWMAN Planning Director LEB:KH:1kj L36\cnclrpts\environ.con ATTACHMENTS: See Page 2 for list of Attachments DISTRIBUTION: See Page 2 for Distributio ist Reviewed by: / Attorney Clerk Rink COUNCIL ACTION/ACTION DIRECTED TO: 6/15/93 2:33 pm File # Finance Treasurer PAGE 2 MAYOR AND TOWN COUNCIL SUBJECT: ADOPT RESOLUTION AUTHORIZING TOWN MANAGER TO SIGN AGREEMENTS FOR ENVIRONMENTAL INITIAL STUDY CONSULTANT SERVICES WITH ENVIRONMENTAL SCIENCE ASSOCIATES, INC., GEIER AND GEIER CONSULTING, INC. AND LSA June 14, 1993 Included in the contract 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 does not include the requirement for Errors and Omissions insurance. Geier and Geier Consulting, Inc. has done an excellent job servicing the Town with environmental review. Because Geier and Geier is a small firm, Errors and Omissions coverage cannot be obtained. Staff has considerable confidence in Geier and Geier and feels strongly that Geier and Geier be retained even though Errors and Omissions coverage cannot be secured and the Council has previously supported this position. As before, all costs associated with the preparation of environmental documents by the consultants are paid by the applicants at the time of application. FISCAL IMPACT: All costs of preparing Initial Studies are borne by the project applicant. ATTACHMENTS: 1. Draft Resolution 2. Draft Agreement No. 1 3. Draft Agreement No. 2 4. Approved Consultant List DISTRIBUTION: Environmental Science Associates, Inc., 301 Brannon St., Suite 200, San Francisco, CA 94107-1811 LSA Associates, Inc., 157 Park Place, Pt. Richmond, CA 94801 Geier and Geier Consulting, Inc., P.O. Box 5054, Berkeley, CA 94704-5054 RESOLUTION 1993-85 RESOLUTION OF THE TOWN COUNCIL OF THE TOWN OF LOS GATOS AUTHORIZING THE EXECUTION OF AGREEMENTS FOR ENVIRONMENTAL INITIAL STUDIES RESOLVED, that 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 No. 1 for Environmental Initial Studies with Environmental Science Associates, Inc., and LSA Associates, Inc. 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 No. 2 for Environmental Initial Studies and Negative Declarations with Geier and Geier Consulting, Inc. FURTHER RESOLVED, by the Town Council of the Town of Los Gatos, that the Town Manager is authorized and directed to execute the attached agreements for Environmental Initial Studies, in the name and in behalf of the TOWN OF LOS GATOS. PASSED AND ADOPTED at a regular meeting of the Town Council held on the 21st day of June, 1993, by the following vote: COUNCIL MEMBERS: AYES: Randy Attaway, Steven Blanton, Linda Lubeck, Joanne Benjamin NAYS: None ABSENT: Patrick O'Laughlin ABSTAIN: None A I'EST: SIGNED: /s/ Joanne Benjamin MAYOR OF THE TOWN OF LOS GATOS LOS GATOS, CALIFORNIA /s/ Marian V. Cosgrove CLERK OF THE TOWN OF LOS GATOS LOS GATOS, CALIFORNIA L36\cnclrpts\environ.con Geier & Geier Consulting, Inc. P.O. Box 5054 • Berkeley • California • 94705-5054 • 510/644-2535 • TRANSMITTAL F1#ECE4VED Via: Fax J uPl 0 91993 TOWN OF LOS GATOS PLANNING DEPARTMENT Vy Overnight Courier To: Mr. Don Ross Town of Los Gatos Planning Department 110 East Main Street Los Gatos, CA 95031 Date: June 7, 1993 Subject: Initial Study Consultants Contract Total Pages Faxed (including transmittal): Original Sent by Mail: yes no Enclosures: 1 Original 1 Copy Signed Contract Insurance Current Business and Auto Policy and Endorsement X As requested For your review and comment For your information/use Returned after loan to us Other Message: From: Valerie Chew Geier, Principal JUN-03-1993 1.= : 0? FROM 1042COLIHTFiC LUEf'IUR:H CH Ti i ;0 • ' - • ,— , • . tow %.r+ouf►r. r u.VMYANY, BLOOD GTON, ILLINOIS STATE FARM GEL_RAL INSURANCE COMPANY, BLOOM,,IGTON, ILLINOIS (As designated in the Policy to which this Endorsement is attached) BLANK ENDORSEMENT P, 0J This endorsement effective 7/0? , the effective hour being the same as that designated in the policy to which this endorsement is attached, forms a part of Policy No. c)7.�;'.3 f; fir;,, ,,I rr?. . Cr Jr'r-r�+K; issued to ln. No. !_Insured's Name 2_Insured's Address 3--Effective Date 4. Expiration Date YOUR POLICY IS CHANGED AS FOLLOWS: 9-_Other (Specify) 5--.-_location 8—Construction 7-...Mortgagee or Lienhglder's Name 8_Mortgagee Of Lien holder's Address ADDITIONAL LNSURED(u) E'vDORSLMENT NAIL OF ADDITIONAL INSURED: TOAN OF IDS G TOS YTS OFFICp' ice, Oi'FIc1T1?„S, MANNING ING D r ADORE S OF ADDITIONAT, INSURED: Po BOX 70 LOS akTos Cam, g5031-C949 It\':^:sicI1sT OF AD)DITIONAI, INSURED: C TRAtr;' a'U:2 FERVJC'.;.,cl W'r?0 IS AN IR'S'U>:tED (SixO'ic II) IS PsMk:v7)ED TO I%;aL731' AS AN IN.S:-I ZrTD :I^ Pi2R SO OR Q AN JTI SS IN '11:E SC'.fiEDULE, T Ct`Tt�y WITi;? R.G'SPEc 7C] t,TiTT.1.TrY A ISIN,(3 iY1F 'THAT I SURE,,) i33Y OR i1DR YC",1. TT IS ACFc'i°'..T.,, PT IT IS THE I'v'"1 a'I'ZC OF TWE C ! IAA."."Y ":r) -Paw' t* ; , -, r�tia)'; `rT;<I'IT"Z: ;JC`IFIi.�' PpXC�R ;tJ '7, �I:F , ,(I,"r'Y (,-,!) ) i CANCELLATION IA` '�'E�DES I \ ,, r:�'' CV. rF'rR?CT�'L, •�i ,,�� s.. , POLICY .) C`. ATE.) IN, �, C� ..,}u' .) J� O:- NO LIABTI,t'I'�'FAILURE TI:� .> C' r1'IF TCr'�T :. ? C14��;V.:Fi, :'fig CI7i '�l v'?! 4`�`? .'"+ •�; CHANGE IN PREMIUM: ❑INCREASE Q DECREASE $—_--.•.Balance of Current Payment Period $ F- ull Payment Period $ ___REVISEDTOTAL POLICY PREMIUM $ - EVISED ANNUAL PREMIUM 'Minimum Premium applies. ft•7316 , 10 r uv. `` END OF ' IIWUSCRIPT ENDORSEtsLNT The following Form Num--------------- bers are attached to and form a part of your policy. The following Form Numbers are voided and no longer form a part of your policy, Agent,�� JUN-03-1993 13:07 FROM 10• 3UNTRYCLUBMGRAGP TO LLJ, State Sells Life lnsurance. FIRE POLICY STATUS GEIER & GEIER CONSULTING INC POLICY NO: PO BOX 5054 LOCATION: BERKELEY CA 94705-0054 TYPE: BUSINESS —OFFICE PREMIUM: 321.00 COVERAGE INFORMATION B—BUSN PROP C—LOSS INC L—BUSN LIAB GEN AGGREGT PCO AGGREGT M—MED/PERSN 41000 ACT LOSS 1000000 2000000 2000000 5000 TERM: RENEW DATE: BILL TO: PREV. RISK: PREV. PREM: 54r1727 _ P.02 JUNE 03, 1993 B PH. (510) 644--2535 97-67-0868-1 F YR 2738 WEBSTER ST BERKELEY CA CANT JAN-01-94 INSD CONST:FRAME ZONE: 85 PROT. CLASS: 2 YR BLT: 07 30,000 251 ISSD: 91 94705-2605 AMOUNT PAID: 321.00 DATE PAID: DEC-28-92 DEDUCTIBLES APPLIED: 250 OTH PER 10% EARTHQK OTHER DED MAY APPLY 4ESSAGES: d ADDL INSURED — SECTION II CITY OF WALNUT CREEK, ITS OFFICERS, EMPLOYEES & AGENTS COMMUNITY DEVELOPMENT DEPT 1666 N MAIN ST WALNUT CREEK CA 94596-4609 DDL INSURED — SECTION II ENVIRONMENTAL SCIENCE ASSOCIATES INC ITS OFFICERS AGENTS & EMPLOYEES 301 BRANNAN ST STE 200 SAN FRANCISCO CA 94107-1849 DDL INSURED — SECTION II TOWN OF LOS GATOS ITS OFFICERS, OFFICIALS, EMPLOYEES & VOLUNTEERS PLANNING DEPT PO BOX 949 :COUNTING INFORMATION: FORMS AND ENDORSEMENTS FP-6103 SPECIAL FORM 3 FE-6451 TREE DEBRS REM FE-6205 AMENDATORY END FE-6506 SPEC FORM END FE-6324 ADDL INSD FE-6307.1 EARTHQUAKE END JUN-04-1993 14:33 FROM 5407273 P.01 /NiVR.NC1xate r4arm Sells Lit Insurance. GEIER,FREDERICK & VALERIE 2738 WEBSTER ST BERKELEY CA 94705-2605 STATUS:PAID AMT DUE: A 1MM /1MM /1MM c5000 D G250 H 1042COUNTRYCLUEN1ORAGA TO AUTO POLICY STATUS G20 1728-D10-050HONE: (5 -92 TOYOTA CF. VAN PR$VIA VIN: JT3AC11R4N1047357 DUE DATE: TERM DATE: 0.00 OXD:OCT-10-•91 COV DATE:AUG--04-92 347.46 U 27.78 U1 177.38 273.42 3.20 100 /300 AMT PAID: 892.44 DATE PAID: APR-07-93 INSPECTED 07/01/92, MCD 106.44, CGDD 220.61, CFD $70.96 , PASS REST 20% 7.00, ODM 45 07-92, NO CUST. JUNE 03, 1993 10) 644-253 IRG: E12 S.A.: CLASS: ACC FREE: BIRTH: 61.12 2.08 5 19 101 1H3Fl11 OCT-10-91 MAY-15-50 TOT PREM: PREV ?REM: 892.44 915.26 !FAME: GEIER,FREDERICK & VALERIE tEPLACED POLICY: G201728-05C B PHONE: (510) 644-2535 POLICY FORM: 98055 :XCEP. & END: FINANCED - TOYOTA MOTOR CREDIT CORP PO BOX 14583, SEE FILE, LESSOR TOYOTA MOTOR CREDIT CORP POBOX55024SSANRRRMON CA AMO CA 4583, SEE FILE. 8C CHG: )V. s & z S AMT z AGREEMENT FOR INITIAL STUDIES 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 ENVIRONMENTAL SCIENCE ASSOCIATES, engaged in providing contracting 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 the following initial studies services in connection with determinations on the environmental effects of proposed projects or developments. AGREEMENTS NOW, THEREFORE, THE PARTIES HERETO AGREE AS FOLLOWS: 1. Scope of Services. The Consultant shall provide the following services: A. During the term of the contract the Consultant shall prepare 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. 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 either reassign the assignment or give written notice of termination pursuant to Item No., 5 of this Agreement. Page 1 of 7 ATT I ! 9 n VE T 2 1. 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 reasonably 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. G. The Consultant shall submit three (3) 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 packets): i. Completed initial study; ii. Either a recommended negative declaration or a list of subjects to which special attention should be given in either a mitigated negative declaration or 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. I. All final written documents and materials, as listed above, shall be submitted to the Office of the Planning Director by the Consultant within one week of receiving the Town's comments on the preliminary draft (as described in Item No. F). Only original photographs need to be submitted. 2. Time of Performance. The services of the Consultant are to commence upon the execution of this Agreement and Consultant will accept assignments made through June 30, 1994 and shall be undertaken and completed in such sequence as to assure their expeditions 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. Page 2 of 7 3. Compliance with Laws. The Consultant shall comply with all applicable laws, codes, ordinances, and regulations of governing federal, state and local laws. Consultant represents and warrants to Town that it has all licenses, permits, qualifications and approvals of whatsoever nature which are legally required for Consultant to practice its profession. Consultant represents and warrants to Town that Consultant shall, at its sole cost and expense, keep in effect or obtain at all times during the term of this Agreement any licenses, permits, and approvals which are legally required for Consultant to practice its profession. Consultant shall maintain a Town of Los Gatos business license pursuant to Chapter 15 of the Code of the Town of Los Gatos. 4. Confidential Information. All data, documents, discussion or other information developed or received by or for the Consultant in performance of this Agreement are confidential and will not be disclosed to any person except as authorized by the Town Manager, Town Planning Director or their designee or as required by law. 5. Town Property. All materials and compilations of information produced by the Consultant specifically to perform this Agreement are and remain property of the Town regardless of whether such materials and compilations are required to be, or are, actually delivered to the Town. 6. Compensation. The compensation to be paid to the Initial Studies Consultant including both payment for professional services and any reimbursable expenses shall be a maximum of Twelve Hundred Dollars ($1,200) 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. 7. Independent Contractor. It is understood that the Consultant, in the performance of the work and services agreed to be performed, shall act as and be an independent contractor and not an agent or employee of the Town. As an independent contractor he/she shall not obtain any rights to retirement benefits or other benefits which accrue to Town employee(s). With prior written consent, the Consultant may perform some obligations under this Agreement by subcontracting, but may not delegate ultimate responsibility for performance or assign or transfer interests under this Agreement. Page 3 of 7 8. Conflict of Interest. The Consultant must decline assignments on the grounds of conflict of interest when the Consultant: (1) has done work for the applicant for project approval within the preceding year, or is then doing or reasonably expects to do work for the applicant, or (2) when the Consultant has done, is doing or reasonably expects to do work for someone other than the Town concerning the project to be studied. For the purposes of this Item No. 8: (1) a sole proprietorship or business organization related to the Consultant is considered to be the same as the Consultant, and a sole proprietorship or business organization related to an applicant is considered to be the same as the applicant; and (2) past, present or future work for the Town itself is not grounds for disqualification when the project is one proposed to be performed by the Town. 9. Insurance. A. Minimum Scope of Insurance: i. Consultant agrees to have and maintain, for the duration of the contract, a General Liability insurance policy insuring him/her and his/her firm to an amount not less than: one million dollars ($1,000,000) combined single limit per occurrence for bodily injury, personal injury and property damage. ii. Consultant agrees to have and maintain for the duration of the contract, an Automobile Liability insurance policy ensuring him/her and his/her staff to an amount not less than one million dollars ($1,000,000) combined single limit per accident for bodily injury and property damage. iii. Consultant shall provide to the Town all certificates of insurance, with original endorsements effecting coverage. Consultant agrees that all certificates and endorsements are to be received and approved by the Town before work commences. B. General Liability: i. The Town, its officers, officials, employees and volunteers are to be covered as insureds as respects: liability arising out of activities performed by or on behalf of the Consultant; products and completed operations of Consultant, premises owned or used by the Consultant, or automobiles owned, leased, hired or borrowed by the Contract. ii. The Consultant's insurance coverage shall be primary insurance as respects the Town, its officers, officials, employees and volunteers. Any insurance or self-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. Page 4 of 7 iii. Any failure to comply with reporting provisions of the policies shall not affect coverage provided to the Town, its officers, officials, employees or volunteers. iv. The Consultant's insurance shall apply separately to each insured against whom a claim is made or suit is brought, except with respect to the limits of the insurer's liability. C. All Coverages: Each insurance policy required in this item shall be endorsed to state that coverage shall not be suspended, voided, cancelled, reduced in coverage or in limits except after thirty (30) days' prior written notice by certified mail, return receipt requested, has be given to the Town. 10. Indemnification. The Consultant shall save, keep and hold harmless indemnify and defend the Town its officers, agent, employees and volunteers from all damages, costs or expenses in law or equity that may at any time arise or be set up because of damages to property or personal injury received by reason of, or in the course of performing work which may be occasioned by a willful or negligent act or omissions of the Consultant, or any of the Consultant's employees, or any subconsultant. The Town will not be held liable for any accident, loss or damage to the work prior to its completion and acceptance. 11. Waiver. No failure on the part of either party to exercise any right or remedy hereunder shall operate as a waiver of any other right or remedy that party may have hereunder. 12. Governing Law. This Agreement, regardless of where executed, shall be governed by and construed to the laws of the State of California. 13. Termination of Agreement. The Town and the Consultant shall have the right to terminate this agreement with or without cause by giving not less than fifteen (15) days written notice of termination. In the event of termination, the Consultant shall deliver to the Town all plans, files, documents, reports, performed to date by the Consultant. In the event of such termination, the Consultant shall be paid for all satisfactory work, unless such termination is made for cause, in which event, compensation, if any, shall be adjusted in light of the particular facts and circumstances involved in such termination. 14. Entire Agreement. This Agreement constitutes the complete and exclusive statement of the Agreement between the Town and Consultant. No terms, conditions, understandings or agreements purporting to modify or vary this Agreement, unless hereafter made in writing and signed by the party to be bound, shall be binding on either party. Page 5 of 7 15. Execution. This Agreement may be executed in several counterparts each of which shall constitute one and the same instrument and shall become binding upon the parties when at least one copy, here of shall have been signed by both parties hereto. In proving this agreement, it shall not be necessary to produce or account for more than one such counterpart. 16. Notices. Any notice required to be given to Consultant shall be deemed to be duly and properly given if mailed to Consultant postage prepaid, and addressed to: or personally delivered to Consultant as such address or such other address as Consultant designates in writing to Town. Any notice required to be given to Town shall be deemed to be duly and properly given if mailed to Town, postage prepaid, and addressed to: Town of Los Gatos Planning Department P.O. Box 949 Los Gatos, California 95031 or personally delivered to Town at such address of such other as Town may designate in writing to Consultant. Page 6 of 7 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 ATTEST: APPROVED AS TO FORM: Clerk of the Town of Los Gatos, Los Gatos, California Marian V. Cosgrove, Town Clerk Larry Anderson, Town Attorney C32\AGREEMEN\ESA.STD Page 7 of 7 AGREEMENT FOR INITIAL STUDIES 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 GEIER AND GEIER CONSULTING, engaged in providing contracting 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 the following initial studies services in connection with determinations on the environmental effects of proposed projects or developments. AGREEMENTS NOW, THEREFORE, THE PARTIES HERETO AGREE AS FOLLOWS: 1. Scope of Services. The Consultant shall provide the following services: A. During the term of the contract the Consultant shall prepare 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. 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 either reassign the assignment or give written notice of termination pursuant to Item No., 5 of this Agreement. Page 1 of 7 AT A C, ; 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 reasonably 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. G. The Consultant shall submit three (3) 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 packets): i. Completed initial study; ii. Either a recommended negative declaration or a list of subjects to which special attention should be given in either a mitigated negative declaration or 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. I. All final written documents and materials, as listed above, shall be submitted to the Office of the Planning Director by the Consultant within one week of receiving the Town's comments on the preliminary draft (as described in Item No. F). Only original photographs need to be submitted. 2. Time of Performance. The services of the Consultant are to commence upon the execution of this Agreement and Consultant will accept assignments made through June 30, 1994 and shall be undertaken and completed in such sequence as to assure their expeditions 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. Page 2 of 7 3. Compliance with Laws. The Consultant shall comply with all applicable laws, codes, ordinances, and regulations of governing federal, state and local laws. Consultant represents and warrants to Town that it has all licenses, permits, qualifications and approvals of whatsoever nature which are legally required for Consultant to practice its profession. Consultant represents and warrants to Town that Consultant shall, at its sole cost and expense, keep in effect or obtain at all times during the term of this Agreement any licenses, permits, and approvals which are legally required for Consultant to practice its profession. Consultant shall maintain a Town of Los Gatos business license pursuant to Chapter 15 of the Code of the Town of Los Gatos. 4. Confidential Information. All data, documents, discussion or other information developed or received by or for the Consultant in performance of this Agreement are confidential and will not be disclosed to any person except as authorized by the Town Manager, Town Planning Director or their designee or as required by law. 5. Town Property. All materials and compilations of information produced by the Consultant specifically to perform this Agreement are and remain property of the Town regardless of whether such materials and compilations are required to be, or are, actually delivered to the Town. 6. Compensation. The compensation to be paid to the Initial Studies Consultant including both payment for professional services and any reimbursable expenses shall be a maximum of Twelve Hundred Dollars ($1,200) 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. 7. Independent Contractor. It is understood that the Consultant, in the performance of the work and services agreed to be performed, shall act as and be an independent contractor and not an agent or employee of the Town. As an independent contractor he/she shall not obtain any rights to retirement benefits or other benefits which accrue to Town employee(s). With prior written consent, the Consultant may perform some obligations under this Agreement by subcontracting, but may not delegate ultimate responsibility for performance or assign or transfer interests under this Agreement. Page 3 of 7 8. Conflict of Interest. The Consultant must decline assignments on the grounds of conflict of interest when the Consultant: (1) has done work for the applicant for project approval within the preceding year, or is then doing or reasonably expects to do work for the applicant, or (2) when the Consultant has done, is doing or reasonably expects to do work for someone other than the Town concerning the project to be studied. For the purposes of this Item No. 8: (1) a sole proprietorship or business organization related to the Consultant is considered to be the same as the Consultant, and a sole proprietorship or business organization related to an applicant is considered to be the same as the applicant; and (2) past, present or future work for the Town itself is not grounds for disqualification when the project is one proposed to be performed by the Town. 9. Insurance. A. Minimum Scope of Insurance: Consultant agrees to have and maintain, for the duration of the contract, a General Liability insurance policy insuring him/her and his/her firm to an amount not less than: one million dollars ($1,000,000) combined single limit per occurrence for bodily injury, personal injury and property damage. ii. Consultant agrees to have and maintain for the duration of the contract, an Automobile Liability insurance policy ensuring him/her and his/her staff to an amount not less than one million dollars ($1,000,000) combined single limit per accident for bodily injury and property damage. iii. Consultant shall provide to the Town all certificates of insurance, with original endorsements effecting coverage. Consultant agrees that all certificates and endorsements are to be received and approved by the Town before work commences. B. General Liability: The Town, its officers, officials, employees and volunteers are to be covered as insureds as respects: liability arising out of activities performed by or on behalf of the Consultant; products and completed operations of Consultant, premises owned or used by the Consultant, or automobiles owned, leased, hired or borrowed by the Contract. ii. The Consultant's insurance coverage shall be primary insurance as respects the Town, its officers, officials, employees and volunteers. Any insurance or self-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. Page 4 of 7 iii. Any failure to comply with reporting provisions of the policies shall not affect coverage provided to the Town, its officers, officials, employees or volunteers. iv. The Consultant's insurance shall apply separately to each insured against whom a claim is made or suit is brought, except with respect to the limits of the insurer's liability. C. All Coverages: Each insurance policy required in this item shall be endorsed to state that coverage shall not be suspended, voided, cancelled, reduced in coverage or in limits except after thirty (30) days' prior written notice by certified mail, return receipt requested, has be given to the Town. 10. Indemnification. The Consultant shall save, keep and hold harmless indemnify and defend the Town its officers, agent, employees and volunteers from all damages, costs or expenses in law or equity that may at any time arise or be set up because of damages to property or personal injury received by reason of, or in the course of performing work which may be occasioned by a willful or negligent act or omissions of the Consultant, or any of the Consultant's employees, or any subconsultant. The Town will not be held liable for any accident, loss or damage to the work prior to its completion and acceptance. 11. Waiver. No failure on the part of either party to exercise any right or remedy hereunder shall operate as a waiver of any other right or remedy that party may have hereunder. 12. Governing Law. This Agreement, regardless of where executed, shall be governed by and construed to the laws of the State of California. 13. Termination of Agreement. The Town and the Consultant shall have the right to terminate this agreement with or without cause by giving not less than fifteen (15) days written notice of termination. In the event of termination, the Consultant shall deliver to the Town all plans, files, documents, reports, performed to date by the Consultant. In the event of such termination, the Consultant shall be paid for all satisfactory work, unless such termination is made for cause, in which event, compensation, if any, shall be adjusted in light of the particular facts and circumstances involved in such termination. 14. Entire Agreement. This Agreement constitutes the complete and exclusive statement of the Agreement between the Town and Consultant. No terms, conditions, understandings or agreements purporting to modify or vary this Agreement, unless hereafter made in writing and signed by the party to be bound, shall be binding on either party. Page 5 of 7 15. Execution. This Agreement may be executed in several counterparts each of which shall constitute one and the same instrument and shall become binding upon the parties when at least one copy, here of shall have been signed by both parties hereto. In proving this agreement, it shall not be necessary to produce or account for more than one such counterpart. 16. Notices. Any notice required to be given to Consultant shall be deemed to be duly and properly given if mailed to Consultant postage prepaid, and addressed to: or personally delivered to Consultant as such address or such other address as Consultant designates in writing to Town. Any notice required to be given to Town shall be deemed to be duly and properly given if mailed to Town, postage prepaid, and addressed to: Town of Los Gatos Planning Department P.O. Box 949 Los Gatos, California 95031 or personally delivered to Town at such address of such other as Town may designate in writing to Consultant. Page 6 of 7 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 ATTEST: APPROVED AS TO FORM: Clerk of the Town of Los Gatos, Los Gatos, California Marian V. Cosgrove, Town Clerk Larry Anderson, Town Attorney C32\AGREEMEN\GEIER.STD Page 7 of 7 REVISED June 11, 1993 LIST OF TOWN APPROVED ENVIRONMENTAL ASSESSMENT CONSULTANTS STA, Inc. ** 582 Market Street, Suite 612 San Francisco, CA 94104 EIP Associates 150 Spear Street, Suite 1500 San Francisco, CA 94105 Environmental Science Associates, Inc. * 301 Brannon Street, Suite 200 San Francisco, CA 94107-1811 Kreines and Kreines 58 Paseo Mirasol Tiburon, CA 94920 LSA Associates, Inc. * 157 Park Place Pt. Richmond, CA 94801 Mindigo & Associates ** 1984 The Alameda San Jose, CA 95126 Planning Analysis and Development 50 Francisco Street, Suite 140 San Francisco, CA 94133 Duncan and Jones 2161 Shattuck Avenue Berkeley, CA 94704 Geier & Geier Consulting, Inc. * 2738 Webster Street Berkeley, CA 94705 Mailing Address: P. O. Box 5054 Berkeley, CA 94704-5054 On Initial Study Consultant List On Alternate Initial Study Consultant List SM03:LETTERS\2CONSULT.SF ATTACHMENT 4 TRACKING /MPLETE AND INITIAL EACH S'a r,P ALM& AGENDA ITEM: / RESOLUTION/ORDINANCE NUMBER LIST IN BOOK /99c3� DESCRIPTION: lid,d4hadieo ON DISC? MA►RI AN'S FORM SENT TO DEPT. PUBLISH IF REQUIRED . Indicate date of ORDINANCES ONLY Publication, WHEN SIGNATURE AND /s/ COPY (1 EACH) LIST ON SIGNATURE TRACKING do SEND TO MAYO R SEND COPIES TO DEPT. DISTRIBUTION LIST Dist. Report Date NO.otCOPIES: TYPE ENVELOPES AND MAIL SIGN BY CLERK/SEAL ENTER INTO ECM ORDINANCE/RESOLUTION FILE PUT OUR /s/ COPY IN BASKET. FILE IN VAULT died& \ other ordret2 SEND FOR CODIFICATION IF ORD N NCs g //e q3:43 ..FICE OF THE TOWN CLERK ORDINANCES & RESOLUTIONS 1-1 ORIGINATING DEPT: COUNCIL AGENDA DATE: COUNCIL AGENDA ITEM: SUBJECT: Number: RESOLUTION Date of Adopt: f - ''b ,; COUNCIL ACTION: AYES: 0,6-72,61.[A1Zuji 61diAzi NAYS: ABSENT: ABSTAIN: COUNCIL MEMBERS NAMES: Randy Attaway, Steven Blanton, Linda Lub Mayor(or Chairman) Joanne Benjamin Number. Date of Intro: Date of Adopt: ZONE CHANGE: ORDINANCE ORDINANCES and RESOLUTIONS MUST BE RETURNED TO TOWN CLERK BY WEDNESDAY AT 12 NOON. ORDINANCES MUST BE READY FOR IMMEDIATE PUBLICATION CLX: D12:\OTHER\ORDRES June 21, 1993 Los Gatos, California CONFIDENTIAL EMPLOYEE/CLASSIFICATIONS/COMPENSATION/WORK RULES (10.10) Motion by Mr. Attaway, seconded by Mrs. Lubeck, that -Council continue to July 6, 1993 adoption of draft Resolution entitled, RESOLUTION OF THE TOWN OF LOS GATQ$ AMENDING CONFIDENTIAL EMPLOYEE CLASSIFICATIONS,COMPENSATION AND WORK RULES FOR FISCAL YEAR 1993-1994, Carried by a vote of 4 ayes. Mr. O'Laughlin was absent. SCHEDULE OF PUBLIC HEARINGS (01.01) Informational report regarding currently scheduled public hearings was received and filed. PAYROLL/RATIFICATION/MAY 1993 (02.V) Motion by Mr. Blanton, seconded by Mrs. Lubeck, that Council ratify the accompanying check registers for payroll of May 23 through June 5, 1993 in the amount of $213,944.77 paid on June 11, 1993. Carried by a vote of 4 ayes. Mr. O'Laughlin absent. ACCOUNTS PAYABLE/RATIFICATION/JUNE 1993 (03.V) Motion by Mr. Blanton, seconded by Mrs. Lubeck, that Council ratify accompanying check registers for accounts payable invoices in the amount of $387,105.02 paid on June 4, and June 11, 1993. Carried by a vote of 4 ayes. Mr. O'Laughlin absent. EXCUSED ABSENCE/PATRICK O'LAUGHLIN (04.10) Motion by Mr. Blanton, seconded by Mrs. Lubeck, that Council excuse Councilmember Patrick O'Laughlin from Council Meetings until he has recovered frdm surgery. Carried by a vote of 4 ayes. Mr. O'Laughlin absent. CLAIM REJECTION/JOAN PERRY (05.01) Motion by Mr. Blanton, seconded by Mrs. Lubeck, that Council reject the claim of Joan Perry filed May 27, 1993 with the Town Clerk. Carried by a vote of 4 ayes. Mr. O'Laughlin absent. TEMPORARY EMPLOYEE SALARIES/FY 1993-94/RESOLUTION 1993-84 (11.10) Motion by Mr. Blanton, seconded by Mrs. Lubeck, that Council adopt Resolution 1993-84 entitled, RESOLUTION OF THE TOWN OF LOS GATOS SETTING TEMPORARY EMPLOYEE SALARIES EFFECTIVE JULY 1. 1993 THROUGH JUNE 30. 1994, and noting a desk item with an additional position for Library Assistant. Carried by a vote of 4 ayes. Mr. O'Laughlin absent. ENVIRONMENTAL STUDY/ENVIRONMENTAL SCIENCE ASSOC/LSA GRIER AND GRIER CONSULTING/RESOLUTION 1993-85 (13.11) Motion by Mr. Blanton, seconded by Mrs. Lubeck, that Council adopt Resolution 1993-85 entitled, RESOLUTION OF THE TOWN OF LOS GATOS AUTHORIZING THE EXECUTION OF AGREEMENTS FOR ENVIRONMENTAL INITIAL STUDIES, Carried by a vote of 4 ayes. Mr. O'Laughlin absent. TC:D5:MM062t93 3