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2001-059- Authorizing The Town Manager To Execute An Agreement An Agreement With Cotton, Shires And Associates, Inc. For Services As The Town Geotechnical ConsultantRESOLUTION 2001- 59 RESOLUTION OF THE TOWN COUNCIL OF THE TOWN OF LOS GATOS AUTHORIZING THE TOWN MANAGER TO EXECUTE AN AGREEMENT WITH COTTON, SHIRES & ASSOCIATES, INC. FOR SERVICES AS THE TOWN GEOTECHNICAL CONSULTANT RESOLVED, that the Town of Los Gatos Town Council has determined that there is a need for a Town geotechnical consultant; and RESOLVED, that the General Plan 2000 includes policies and implementing strategies supporting this action; and RESOLVED, that the Town of Los Gatos sent Requests for Proposals to six Bay Area geotechnical consulting firms; and and RESOLVED, that the Town received three proposals for geotechnical consulting services; RESOLVED, that the most qualified consultant based on the proposals and interviews conducted by Town staff is Cotton, Shires & Associates, Inc.; and RESOLVED, that project manager Ted Sayre has extensive experience with peer review, working with small communities; and has competent associates and staff to assist with services to the Town; and RESOLVED, by the Town Council that the TOWN OF LOS GATOS enter into an agreement for services as the Town geotechnical consultant. FURTHER RESOLVED, by the Town Council that the Town Manager is authorized and directed to execute the attached agreement for services as the Town geotechnical consultant on behalf of the TOWN OF LOS GATOS. PASSED AND ADOPTED at a regular meeting of the Town Council held on the 4th day of June, 2001, by the following vote: COUNCIL MEMBERS: AYES: Randy Attaway, Steven Blanton, Sandy Decker, Steve Glickman, Mayor Joe Pirzynski. NAYS: None ABSENT: None ABSTAIN: None e �� 4 SIGNED: MAYOR O T E TOWN OF LOS GATOS LOS GATOS, CALIFORNIA ATTEST: CLERK OF THE TOWN OF LOS GATOS LOS 'GATOS, CALIFORNIA 2 FICE OF THE TOWN CLERK AGR 0I AGREEMENT FOR GEOTECHNICAL CONSULTANT S' ORD REC THIS AGREEMENT is entered into this day of June, 200�Foy and between J4222/1Z? Town of Los Gatos, State of California, herein called "Town", and COTTON, SHIRES & ASSOCIATES, INC., engaged in providing GEOTECHNICAL consulting services herein nailed "Consultant". RECITALS A. Town is considering undertaking activities to PROVIDE GEOTECHNICAL SERVICES FOR TOWN OF LOS GATOS. B. Town desires to engage a GEOTECHNICAL Consultant to provide consulting services to REVIEW, ANALYZE, AND COMMENT ON DEVELOPMENT PROJECTS; PREPARE GEOTECHNICAL ANALYSES AND REPORTS; CONDUCT PEER REVIEW OF OUTSIDE GEOTECHNICAL CONSULTANTS REPORTS AND STAFF PUBLIC MEETINGS because of Consultant's experience and qualifications to perform the desired work. C. 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: Scope of Services. Consultant shall provide the services listed in the Consultant's Scope of Work, attached hereto as Exhibit "A" and by this reference incorporated herein, and the services listed below. Administrative Duties i. When needed by Town, assess the potential geotechnical impacts associated with proposed development and redevelopment projects. This shall include evaluating geotechnical reports and/or identifying mitigation measures and recommending requirements and conditions of approval. When needed by Town, work on special studies or projects including but not limited to: updating the Town's geologic hazards map, preparation of geologic/geotechnical checklists for application packets, emergency response and coordination, assistance with preparation/revision of hillside design guidelines, preparation of drawings and specifications, monitoring of landslide hazards and litigation support and expert witness testimony. Revised: June 18, 2001 Page 1 of 8 C:\W INDOWS\TEMP\CSA-Con.wpd a Ill. When needed by Town, conduct field investigations, studies, and prepare reports related to geotechnical hazards and develop recommendations for mitigation measures. IV. When needed by Town, assist in the establishment and subsequent modification of Town's geotechnical-related ordinances, design guidelines, policies, and development fees. V. When needed by Town, attend meetings with Town staff, public officials, community leaders, developers, contractors and the general public. VI. When needed by Town, advise, support and assist Town departments, committees, commissions, and Town Council. In addition, act as a liaison between Town and Federal, State, and Regional agencies. VII. When needed by Town, attend Town Council, Planning Commission, and special study session meetings when geotechnical issues and project applications with geotechnical considerations are being considered. Vlli. As requested by Town, provide copies of draft and final draft work products of reports and studies prepared forTown. Consultant shall provide electronic file copies of these documents as needed. Other miscellaneous services 1X. Town may occasionally have the need for other services not specifically listed in this document that the consultant has the necessary experience and capabilities to provide. Town or Redevelopment Agency may authorize consultant to perform such selected services on an as -needed basis. 2. Time of Performance. The services of Consultant are for a fixed one year period that will commence upon the execution of the contract. Town retains the option with the mutual consent of Town Manager and Consultant to renew the contract for a maximum of three optional years. Should Town not renew a contract, the award and authorization of the contract shall automatically expire. Town shall give Consultant at least 15 days notice, prior to the cancellation or expiration of the contract. 3. Compliance with Laws. 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 Town of Los Gatos. Revised: June 18, 2001 Page 2 of 8 C:\W1NDO WS\TEKP\CSA-Con.wpd 0 4. Sole Responsibility. Consultant shall be responsible for employing or engaging all persons necessary to perform the services under this Agreement. 5. Information/Report Handling. All documents furnished to Consultant by Town and all reports and supportive data prepared by Consultant under this Agreement are Town's property and shall be delivered to Town upon the completion of Consultant's services or at 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 Town to the public, and Consultant shall not make any of the these documents or information available to any individual or organization not employed by Consultant or Town without the written consent of Town before such release. Town acknowledges that the reports to be prepared by 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 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. 6. Compensation. Compensation for Consultant's professional services shall be based upon Town approval of each task as noted in the Scope of Services. Compensation for each task shall not exceed the amount per task noted in Consultant's Schedule of Charges (attached hereto as Exhibit "B" and incorporated by reference herein). Billing shall be accompanied by a detailed explanation of the work performed by whom at what rate and on what date. Billing invoices submitted for payment must reference Town Purchase Order Number, and if applicable, the appropriate project address and Town Application Number (e.g. 290 Wooded View Drive/S-00-84), Also, plans, specifications, documents or other pertinent materials shall be submitted for Town review, even if only in partial or draft form. Payment shall be net thirty (30) days. Only one (1) purchase order number per invoice will be accepted. All invoices and statements to Town shall reference Town's purchase order number and be addressed as follows: Invoices: Town of Los Gatos Attn: Accounts Payable P.O. Box 949 Los Gatos, CA 95030 Revised: June 18, 2001 Page 3 of C:\W1ND0 WS\TEMP\CSA-Con.wpd Ll Statements: Town of Los Gatos Attn: Sandy Ortiz P.O. Box 949 Los Gatos, CA 95030 7. 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 Town at Consultant's offices during business hours upon written request of Town. 8. Project Manager. The Project Manager for Consultant for the work under this Agreement shall be Ted Sayre. 9. Assignability and Subcontracting. The services to be performed under this Agreement are unique and personal to Consultant. No portion of these services shall be assigned or subcontracted without the written consent of Town. 10. 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: Bud N. Lortz Director of Community Development Town of Los Gatos 110 E. Main Street 'Los Gatos, CA 95030 Fax: (408) 354-7593 Phone: (408) 354-6874 E-mail: 'blortz@town.los-gatos.ca.us To Consultant: Ted Sayre Cotton, Shires & Associates, Inc. 330 Village Lane Los Gatos, CA 95030 Fax: (408) 54-1852 Phone: (408) 354-5542 E-mail: tsayre@cottonshires.com or personally delivered to Consultant to such address or such other address as Consultant designates in writing to Town. Revised: June 18, 2001 Page 4 of 8 C:\W 1ND0 W S\TEMP\CSA-Con, wpd L 11. Independent Contractor. It is understood that 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 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, 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. 12. Conflict of Interest. Consultant understands that its professional responsibilities is solely to Town. Consultant has and shall not obtain any holding or interest within Town of Los Gatos. Consultant has no business holdings or agreements with any individual member of Staff or management of 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 Town in the subject of this Agreement, and it shall immediately disassociate itself from such an interest should it discover it has done so and shall, at Town's sole discretion, divest 'itself of such interest. Consultant shall not knowingly and shall take reasonable steps to ensure that it does not employ a person having such an interest in this performance of this Agreement. If after employment of a person, Consultant discovers it has employed a person with a direct or indirect interest that would conflict with its performance of this Agreement, Consultant shall promptly notify Town of this employment relationship, and shall, at Town's sole discretion, sever any such employment relationship. 13. 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 CaliforniaFair Employment & Housing Act. Revised: June 18, 2001 Page 5 of 8 C. \ W 1ND O W S\TEMP\C S A -Co n. wp d a 14. Insurance. A. Minimum Scope of Insurance: Consultant agrees to have and maintain, for the duration of the contract, General Liability insurance policies insuring him/her and his/her firm to an amount not less than: one million dollars ($1,000,000) combined single limit per occurrence for bodily injury, personal injury and property damage. 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 Town all certificates of insurance, with original endorsements effecting coverage. Consultant agrees that all certificates and endorsements are to be received and approved by 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: 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 Consultant; products and completed operations of Consultant, premises owned or used by Consultant, This requirement does not apply to the professional liability insurance required for professional errors and omissions. Consultant's insurance coverage shall be primary insurance as respects Town, its officers, officials, employees and volunteers. Any insurance or self -insurances maintained by Town, its officers, officials, employees or volunteers shall be excess of Consultant's insurance and shall not contribute with it. Revised: June 18,2001 page 6 of 8 C:\W IN DO WS\TEMP\CSA-Con. wpd a iii. Any failure to comply with reporting provisions of the policies shall not affect coverage provided to Town, its officers, officials, employees or volunteers. iv. 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, canceled, reduced in coverage or in limits except after thirty (30) days' prior written notice by certified mail, return receipt requested, has been given to Town. Current certification of such insurance shall be kept on file at all times during the term of this agreement with 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 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. 15. Indemnification. Consultant shall save, keep and hold harmless indemnify and defend 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 Consultant, or any of Consultant's officers, employees, or agents or any subconsultant. 16. 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. 17. 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 the County of Santa Clara. 18. Termination of Agreement. Town and 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, Consultant shall deliver to Town Revised: June 18, 2001 Page 7 of 8 C:\W INDO WS\TEMP\CSA-Con.wpd a all plans, files, documents, reports, performed to date by Consultant. 1n 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 Town bears to completed services contemplated under this Agreement pursuant to the noted Scope of Services and 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. 19. Amendment. No modification, waiver, mutual termination, or amendment of this Agreement is effective unless made in writing and signed by Town and Consultant. 20. Disputes. In any dispute over any aspect of this Agreement, the prevailing party shall be entitled to reasonable attorney's fees, including costs of appeal. 21. Entire Agreement. This Agreement, including Exhibits A & B, constitutes the complete and exclusive statement of the Agreement between 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, -,Town and Consultant have executed this Agreement as of the date indicated on page one (1). Town of Los Gatos Debra Figone, Town Manager Town of Los Gatos ATTEST: Clerk of Town of Los Gatos, Los Gatos, California Marian V. Cosgrove, Town Clerk Approved as to Form: Orry P. Korb, Town Attorney Consultant: (L,L�on William R. Cotton, President Cotton, Shires & Associates, Inc. Revised: June 18, 2001 Page 8 of 8 C:\W IN DO WS\TEMP\CSA-Con.wpd r cael;_ ° • we will receiving authorization by the appropriate Town representative, Field initiate and Upon rece g haws: (1) an initial _ review procedure, which typically wolves two p ent Review of Geotechnical Reports. We have found that he f llogtwo (2) subsequ complicated projects proposed phase approach works best for geotechnically hases of review bdivisions in a hillside setting. The Town may decide to combine both p su together for relatively uncomplicated, single residential lots. Field Re=Views _This first phase of review provides an opportunity for the Town to set the current site conditions, project concerns and/or hazards which should stage by defining the applicant/ developer's consultants. The Field Review phase of be addressed by review includes the following tasks: published maps and review of available geologic and geotechnical data, and r P rts any available property -specific technical Maps including field inspection of current site conditions for proposed cots uctioto the Proposed upslope and downslope areas with potential imps development area); geologic and geo technical engineering evaluation of local conditions and available data with respect to proposed construction; and site conditions, potential preparation of a written review letter -report asumm �e ded action to investigate constraints to proposed development, n and mitigate site constraints. . inspections involve reconnaissance -level field mapping of Typically, CSA field P cultural features (e)isting topography (slope steepness, cut and fill slopes, etc.), drainage patterns and features (gullies, structures, utilities, foundation disc residential drainage, leachfields, etc.), and probable streams, ground water seeps, re Exhibit A COTTON, SHIRFF & ASSOCIATES, INC. distribution of earth materials and geologic features (artificial fills, soil and colluvium, bedrock, landslide deposits, geologic contacts, faults, etc.). Photographs of field conditions acquired during site inspections will be maintained in our project archives and will be provided to the Town upon request. Review of Geotechnical Reports — Our review letter -report submitted as part of the Field Review phase provides recommendations as to how to proceed with the completion of the site specific Geotechnical Investigation (report). The second phase of review involves Review of Geotechnical Report that has been prepared by the Project Geotechnical Consultant for the applicant/developer. Preferably, the consultants would use the first review letter -report (i.e., submitted as part of the Field Review) as a guide in providing appropriate geologic data and geotechnical design criteria. Investigative soils and/or geology reports that have been prepared for proposed developments are reviewed and evaluated in order to ensure that: (1) site conditions have been properly characterized, (2) supporting geotechnical data are adequate and consistent with conclusions concerning site conditions, (3) constraints to the proposed development have been identified and evaluated, (4) geotechnical design criteria and construction recommendations are appropriate for the proposed development and consistent with the standard of care, and (5) provisions of the Fremont Municipal Code and pertinent Town policies are satisfied. Particular attention is given to determining whether potential seismic hazards, slope instability, flooding, and expansive soils are addressed in geotechnical design recommendations for foundation design, earthwork activities and site drainage improvements. Surface and subsurface drainage issues are of particular importance in areas of marginal slope stability. Evaluation of potential offsite impacts of proposed construction is also an important consideration for new developments. Based on review and evaluation of the submitted geotechnical report, development plans and all other available data, a review letter -report will be prepared that recommends either approval or non -approval of a particular development application. If the application is approved, then the review letter -report will describe the conditions of approval that need to be satisfied prior to specific development steps (e.g., issuance of permits, certificates of occupancy). If the application is not approved, then our review letter - COTTON, SHIRES & ASSOCIATES, INC. report will provide recommendations for supplemental investigation, technical analysis or design criteria to be provided in an addendum report. Our system of geotechnical review is structured so that experienced staff- and senior -level geologists and engineers generally perform the most tune -consuming tasks (i.e., background search, compilation of data, preparation for field inspection and the actual mapping of site conditions) under the direction of Supervising/Managing or Principal Geologists and Engineers. Accumulated field data is evaluated in detail at our office by appropriate, more senior members of our staff. Pertinent geologic issues and engineering concerns are discussed with the Principals of the firm, and appropriate review comments or recommendations are formulated. Complicated geotechnical inspections or response to emergency situation would typically be handled by Managing- or Principal -level personnel. Special Studies — In addition to providing review services, CSA is available to perform a range of engineering geologic and geotechnical engineering services for the community, including design -level investigations for municipal projects, construction inspection, field and laboratory testing services, and other geologic/geotechnical consultation. CSA is also able to provide a wide variety of other services including, but not limited to: • preparation/update of Town geologic hazard maps, • preparation of geologic/geotechnical checklists for application packets, • emergency response and coordination; • assistance in preparation/revision of hillside development guidelines; • full design and preparation of drawings and specifications for roadway repairs, retaining walls, grading and landslide mitigation projects, • assistance with formulating measures to reduce maintenance cost of capital improvements within landslide areas; COTTON, SHIRES & ASSOCIATES, INC. • monitoring of landslide hazards; and litigation support and expert witness testimony. Field and laboratory construction testing services can also be performed to verify compliance with local codes and sound engineering practice. Our Held and laboratory tests are performed in accordance with the most recent ASTM or UBC procedures. We • would typically request 48-hour advance notification for scheduling of field construction inspection services; however, we can be available for immediate mobilization when advance scheduling is not possible (e.g., emergency response). We will provide after-hours telephone numbers for key staff for emergency situations. The philosophy and goal of CSA is to provide geoteahnical services of the highest quality. Our organization enjoys a widely recognized ability to clearly convey complicated technical information in a manner suitable to audiences ranging from other earth science professionals to laypersons with limited technical knowledge. Additionally, we are experienced at working with interdisciplinary teams composed of individuals with broad areas of expertise including. architects, engineers, planners, design professionals, attorneys, city and county staff personnel, and elected officials. Our principals and senior staff remain actively involved in every CSA project. COTTON, SHIRES & ASSOCIATES, INC. i Q: Q: m O m �0 o= z cn m •° O n • COTTON, SHIRES AND ASSOCIATES, INC. PROPOSED 2001 FY Fees for The Town of Los Gatos Personnel Char Principal Geologist/Engineer $150.00/hr. Supervising Geologist/ Engineer $120.00 / hr. Senior Geologist/Engineer $100.00/hr. Staff Geologist/Engineer $ 85.00/hr. Word Processor/Clerical No Charge 40 Approximately 70% to 80% of the geologic and geotechnical review procedure will be completed by a Supervising, Senior, or Staff Geologist/Engineer ($85.00/hr. to $120.00/hr.), with the remainder of project evaluation completed by a. Principal Geologist/Engineer ($150.00/hr.). The indicated fees reflect an approximate 30 percent reduction from our 2001 Schedule of Charges for private clients. We are able to offer the Town this discount because the ongoing work generated from a Town Geotechnical Consultant agreement typically proceeds without significant proposal costs. In addition, such consulting work does not involve us directly as a design professional for proposed structures, and consequently results in somewhat reduced liability exposure. Exhibit B COTTON, SHIRES & ASSOCIATES, INC.