2008-098 Authorizing The Town Manager To Execute An Agreement With Geier And Geier Consulting And Sterlow Consulting For Environmental Assessment Services To The TownRESOLUTION 2008-098
RESOLUTION OF THE TOWN COUNCIL OF THE TOWN OF LOS GATOS
AUTHORIZING THE TOWN MANAGER TO EXECUTE AN AGREEMENT WITH
GEIER &GEIER CONSULTING AND STRELOW CONSULTING
FOR ENVIRONMENTAL ASSESSMENTA SERVICES TO THE TOWN
RESOLVED, that the Town of Los Gatos Town Council has determined that there is an on-going need for
environmental consulting services; and
RESOLVED, that the General Plan includes policies and implementing strategies supporting this action; and
RESOLVED, that the Town of Los Gatos sent Requests for Proposals to seven Bay Area environmental
COIISlllting films; alld
RESOLVED, that the Town received three proposals forenvil•onmental consulting services; and
RESOLVED, that the most qualified consultants based on the proposals and interviews conducted by Town
staff and a review of work examples are Geier & Geier Consulting (GGC) and Strelow Consulting and
RESOLVED, that project managers Valerie Geier of GGC and Stephanie Strelow of Stl•elow Consulting have
applicable experience with peer review, wol•Icing with small communities, and are able to provide needed environmental
review services to the Town; and
RESOLVED, by the Town Council that the TOWN OF LOS GATOS enter into an agreement for services as an
environmental consultant
FURTHER RESOLVED, by the Town Council that the Town. Manager is authorized and directed to execute
the agreements, attached hereto as Exhibits 1 and 2, for services as environmental consultant on behalf ofthe TOWN OF
LOS GATOS.
PASSEll AND ADOPTED at a regular meeting of the Town Council held on the 2nd day of September, 2008,
by the following vote:
COUNCIL MEMBERS:
AYES: Steve Glickman,
Barbara Spector
NAYS:
ABSENT:
ABSTAIN;
ATTEST;
Ct, ~ [' TI-IE TOW1'J OF LOS GATOS
LOS GATOS, CALIFORNIA
Diane McNutt, Joe Pirzynslci,
GNED:
Mike Wasserman, and Mayor
~ V ~~
OF THE TO OF LOS GATOS
GATOS, CALIFORNIA
AGREEMENT FOR CONSULTANT SERVICES
THIS AGREEMENT is entered into this day of , 2008, by and between the
Town of Los Gatos, State o:f California, herein called the "Town", and, Strelow Consulting engaged ui
providing environmental review services herein called the "Consultant".
{ CITALS
A, To streamline the environmentaLreview process and improve efficiency the Town, since 1998, has
retained an enviroiunental consultant to conduct environmental assessments and prepare
environmental documents for Town projects.
13. The Town desires to engage Streiow Consulting, Inc. to provide consulting services in conjunction
with this strearniining because of firms experience and qualifications to perform the desired work.
G. Thu Consultant represents and of#irrzzs 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. The Consultant shall provide the services as detailedbelow:
a. Attend a minimum of one prelulunary scopuig meeting with staff and additional meetings
with staff if necessary-
b. Visit the project site, document existing site conditions, identify issues and determine
whether additional. technical studies are needed.
c. Reeoinrnend whether an Initial Study or EIIZ should be prepared.
d. Prepare a scope of work with cost estimate (if amount will exceed initial fee) and
schedule.
e. Consult with other Town departments and outside agencies as needed.
f. Prepare h~itial Study and Negative Declaration and Notice of Intent to Adopt or Negative
Declaration. Provide 5 copies of the draft and 25 copies of the final draft. The consultant
shall also provide electronic copies of the fuial document in the approved work process
soilwarc at the time the final draft copies are delivered to the Town.
b. Prepare Mitigation Monitoring Programs, when required.
h, Attend a minimum of one Planning Coirn~vissian and one Town Council meeting as
needed. Additional meetings will be authorized by th.e Community Development
Direclar on an "as needed basis", and tl~e Town will be charged only far time and.
materials. Funds to pay for additional meetings shall be provided by the applicant to the
Town prior to the meetings.
i. Prepare follow-up clarification letters to respond to public review continents azad provide
documentation for any Initial Study or Negative Declarations as needed at na additional
cost to the Town.
Page 1 of 7
If an EIR is recommended as a result of the Initial Study or if significant evidence is
clearly evident that an EIR is warranted, the Community Development Director has the
discretion to choose one the following three options: 1) Ask the consultant for an
estimate to prepare the EIR based on a scope of work developed by the Canvntuuty
Development Department; 2) Ask tlxe Alternate Environmental consultant for an estimate
to prepare a scope of work developed by the Community Development Department; or 3)
Prepare a Request for Proposal for the EIR and solicit proposals fiom other consultants
and enter into a contract for its preparation. The requirements and scope of work for each
EIR shall be developed by the Planning Department on a case-by-case basis and shall be
incorporated iYito the contract for the EIIt.
2. Time of Performance. The s~-~rvices of the Consultant are fixed for a five year period that will
commence upon the execution of the contract and the Town. At the end of this period, should the
Town not renew the contract, the contract shall automatically expire. The individual time of
performance schedule for each project referred to the Consultant is required to be preformed as
outlined ui the scope of work section of this contract.
3. Compliance with Laws. The Consultant shall comply with. all applicable laws, codes, ordinances,
and regttlations of governing fedea~al, state and local laws. Consultant represents and warrants to
Town that it h.as all licensers, permits, qualifications and approvals of whatsoever nature which are
legally required for Consultant to practice its profession. Consultant shall maintain a Town of Los
Gatos business license pursuant to Chapter 14 of the Code of the Town of Los Gatos.
4. .Sole Responsibility. Consultant shall be responsible for employing or engaging allpersons necessary
to perform the services under this Agreement.
Information/Report Handling. All documents furnished to Consultant by the Town and all reports
and supportive data lrepared by the Consultant undo 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 organizatiati not employed by the Consultant or the'Tawn
without the wtitten consent of the Town before such release. The Town acknowledges that the
reports to he prepared bythe Consultant puxsuant to this Agreement are forthepurpose of evaluating
a deftned project, and Town's use of the information contained in the reports prepared by the
Consultant in compction with other projects shall be solely at Town's risk, unless Consultant
expressly consents to such use in writing. Town fitrther agrees that it will not appropriate any
methodology or technique of Consultant which is and has been cortfirtned. ul writing by Consultant to
be a trade secret of Consultatt.
Compensation. Prior to the Town authorizing the preparation of an Ititial Shidy, the Commutty
Development Director will send the consultant an "Authorization to Proceed" letter. The consultant
shall sign the authorization and rettiun it to the Town. Upon receipt of this letter, the Town of Los
Gatos shall compensate the fine on flee following basis:
Page 2 of 7
a. A maximum of $3,500 per project (which maybere-evaluated and modified at the beginn>ilzg
of the new fiscal year upon written authorization of the Community Development Director)
for the preparation of an Initial Study, Negative Declaration, and/or Mitigation Monitoring
Plan. This shall .include attendance at the meetings noted above, the specified number of
draft, final and electronic file copies, and follow up clarification letters or documentation
regarding the preparation of these documents.
b. Costs izicurred by the consultant for additional tasks beyond the scope of work of the original
Initial Study or Negative. Declaration. that are not specifically required to clarify information
within the documents or clarify issues relating to the preparation of tl~e enviro~a~nental
assessment shall be authorized by the 1 own prior to the preparation of the analysis or
supplementary doeiunents.
c. Cost for the preparation for an EIR shall be determined by a scope of work developed by the
Community Development Director on a project specific basis. The fii11 cost ofpreparilig the
F,IR, shall be borne by the project applicant.
Billing. Billing shall be accompanied by a detailed explanation of the work performed by whom at
what rate and on what date. Also, plans, specifications, documents or other pertinent materials shall
be submitted for Town review, even if only in. partYal or draft form.
Payment shall be net thirty (30) days, All invoices and. statements to the Town shall reference the
Town's purchase order number and be addressed as follows:
hivoices:
':Town of Los Gatos
Attu; Accounts Payable
P.O. Box 655
Los Gatos, CA 95030
Statements:
Town of Los Gatos
Attn: Finance Department
P.Q. Box 6S5
Los Gatos, CA 95030
AyaiIabiIity of Records. Consultant shall maintain the records supporting this billing for not less
than three years following completion of tlae 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. Proj ect Manager. The Proj ect Managers for the Consultant for the work under this Agreement shall
be Stephanie Strelow, Priicil>al.
10. Assi m~ ability 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 Tawn.
11. Notices. Any notice required to be given shall be deennecl to be duly and properly given if mailed
postage prepaid, and addressed ta:
Page 3 of 7
To Town: ~ To Consultant:
Bud Lortz, AICP Stephaiue Strelow
Coimnunity Development Director P,O. Box 2896
Town of Los Gatos Santa Cruz, CA 95063-2896
Cornrnuiuty Development Department
P.O. Box 949
Los Gatos, CA 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 perfornrxed, 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 accrete 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 perfarmance or assign or transfer interests raider this Agreement.
Consultant agrees to testi#y in any litigation brought regarding the subject of the work to be
performed under this A1,Treement. Consultant shall be eolnpensated for its costs and expenses in
preparing for, traveling ta, and testifying in such matters at its then current hourly rates of
compensation, unless such litigation is brought by Consultant ar is based on allegations of
Consultant's negligent performance or wrongdoing.
13. Con#lict of Interest. Consultant understands that its' professional responsibilities is solely to the
Town. T`he Constiiltant has and shall not obtain any holding or interest within the Town of Las
Gatos. Consultant has no business holdings or agreements with any individual member of the Staff
or management of tlt.e Town or its representatives nor shall it enter into any such holdings or
agreements. hl 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 subj ect of this Agreement, and it shall
imnnediately disassociate itself from such all interest should it discover it has done so and shall, at the
Town's sole discretion, divest itself of such interest. Consultant shall not lctiowingly and shall take
reasonable steps to ensure that it does not employ a person having such tui interest i1i this
performance of this Agreement. If after employrrtent of a person, Consultant discovers it has
employed a person with a direct or indirect interest that would conflict with its performance of this
A~•eement, Consultant shall promptly notify Town of this employment relationship, and shall, at the
T'own's sole discretion, sever any such employment relatiansl>ip,
14. ~ua1 I;mplo~nnent Opportulrity. Consultant warrants that it is an equal opportunty employer and
shall comply with applicable regulations governing equal employment opportunity. Neither
Consultant nor its subcontractors do and. neither shall discrhninate 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 origizi, relilrion, or medical condition, unless based
upon a bona .fide occupationrtl qualification pursuant to the California Fair Employment & Housing
Act.
Pate ~ 0'('7
1.5. 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 lus/her fain to an amount not less
than: one million dollars ($1,OOU,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 loss than one million dollars (y~1,000,000) combined single limit per
accident far bodily injury and property damage.
iii, Consultant shall provide to th.e 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 maintaui, 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 perfannance of the particular
scope of work under this agreement.
I3. 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 onbehalf of the
Consultant; products and completed operations of Consultant, premises owned or
used by the Consultant. 'T`his 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-insl~rances
mauitained 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. repoz•thng 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 lfnuts of the iziszuer'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 fn limits except
afl:er thirty (30) days' prior written notice; by certified mail, return receipt requested, has been
Page 5 of 7
given to the Town. Current certification of such insurance shall be kept on file at all times
during the tet7n of this agreement with the Town Clerk.
D. In .addition to these policies, Consultant shall have and rnaintaui Workers' Compensation
insurance as required by Califoi7ua law and shall provide evidence of such policy to `the
Town before begitu~in~; services under this Agreement, Further, Consultant shall ensure that
all subcontractors employed by Consultant provide the required Workers' Compensation
insurance for their respective employees,
1 G. Iudetmufication. The Consultant shall save, keep a11d 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 itljLtry received by reason of, or in the course of perfornning work to the extent caused by a.
willful or negligent act or omissions of the Consultatt, ox any of the Consultant's officers,
employees, or agents or any subconsultant.
17. Waiver. No failure on tl~e part of either party to exercise any right or remedy hereunder shall operate
as a waiver oI' 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 salve 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 Agreeta~tent shall be in the
Superior Court of tlae County of Santa Clara. '
1 q. Ternunation of A reg ement. The Town and the Consultant shall have the right to tet•tninate this
agreement with or without cause by giving not less than thirty (30) days written notice of
termi~at7on. hi the event of termination, the Consultant shall deliver to the Town all plans, files,
documents, reports, perforn2ed to date by the Consultant. In the event of such termination, Town
shall pa.y 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
paragraph 6 hereto, luiless 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. Ainendtnent. No modification, waiver, mutual terrtunation, or amendment of this Agreement is
effective iulless made i1 writing and signed. by the Town and the consultant.
21. D{spu.tes. In any dispute over any aspect. o:f this Agreement, the prevailing party shall be entitled to
reasonable attorney's fees, including costs o:f appeal,
22. entire Agreement. This Agreemett constihltes the complete anti exclusive statement of the
Agreement between the Town and Consultant. No terms, conditions, understandings or agreements
purporting to modify ar vary this Agreement, unless hereafl:er made in writing and signed by the
party to be boutad, shall be binding an either party.
Page 6 of 7
TN WITNESS WHEREOF, the Town and Consultant have executed this Agreexnent as of the date indicated
on page one.
Consultant, by:
Stephanie Strelow, Principal Strelow Consulting
'Town of Los Gatos by:
Date;
Date:
Greg Larson, Town Manager
Department Approval by:
Date:
Bud N. Lortz Director of Cornnzunity
Develol~talent
Approved as to Form by:
Date:
Orry P. Korb, Town .Attorney
ATTF,ST;
Town of Los Gatos, Los Gatos, Califorlua, by
Date:
Jackie Rose, Clerk Administrator
N:\UEV\AGItEEMENTS\CONSUL'TANT SERVICE AGREEMENT.STI2ELOw 8-OS.DOG
Page 7 of 7
AGREEMENT FOR CONSULTANT SERVICES
THIS AGREEMENT is entered into this day of , 2008, by and between the
Town of Las Gatos, State of California, herein called the "Town",and, Geier and Geier engaged ulprovidulg
environmental review services herein called the "Consultant".
ur.rrrrAT,~
A. To streamline the environmental review process and improve efficiency the Town, since 1998, has
retained an envirozu~.~.ental cansultaz~.t to conduct environmental assessments aild prepare
environmental documents for Town projects.
B. The Town desires to engage Geier and Geier Consulting, Inc. to provide consulting services i11
conjunction with this streamlining because of firms experience and qualifications to perform the
desired work.
C. `I`he Consultant represents and affirms that it is qualii`ied and willing to perform the desired work
pursuant to this Agreement.
AGREEMENTS
NOW, THEREFORE, TILE PARTIES HERETO AGREE AS FOLLOWS:
ScoUe of Services. The Consultant shall provide the services as detailed below:
a. .Attend a minimum of o.ne preliminary seeping meeting with staff anal additional meetings
with staff if necessary.
b. Visit the project site, document existing site conditions, identify issues and determine
whether additional technical studies are needed,
c. Recommend whether an hutial Study or EIR should be prepared,
cl. Prepare a scope of work with cost estimate (if amount will exceedznitial fee) and
schedule.
e. Consult with ether Town departments and outside agencies as needed.
f. Prepare h~itial Stucly and Negative Declaration and Notice of Intent to Adopt or Negative
Declaration. Provide 5 copies of the drab: and 25 copies of the final draft. The consultant
shall also provide electrotuc copies of the final document in the approved work process
software at the time the final draft copies are delivered to the Town.
g. Prepare Mitigation Monitoring Programs, when required.
h. Attend a zniluznum of one Plannaig Conunission and one Town Cotiuicil meeting as
needed. Additional meetftigs will be authorized by the Community Development
DlreetoT on all "as needed basis", and the Town will be charged only for time and
materials. Funds to pay for additional meetings shall be provided by the applicant to tl~.e
Town prior to the meetings.
i. Prepare follow-up clarification letters to respond to public review comments and provide
documentation for any Initial Study or Negative Declarations as needed at no additional
Page 1 ~f 7
cost to the Town.
j, If an EIR is recommended as a result of the Initial Study or if sigiuficant evidence is
clearly evident that azl EITt is warranted, the Community Development Director has the
discretion to choose one the following throe options: 1) Ask the consultant for an
estimate to prepare the EIR based on a scope of work developed by the ConiiYZUnity
Development Department; 2) Ask the Alternate Environmental consultant for an estimate
to prepare a scope of work developed by the Community Development Department; or 3)
Prepare a Request fox Proposal for the EIR and solicit proposals from other consultants
and enter into a contract for its preparation. The requxrezxzents and scope of work for each
EIR shall be developed by the Planning Department on a case-by-case basis and shall be
incorporated into the contract for the EIR.
2. Time of Performance. The services of the Consultant are fixed for a five year period that will
commence upon the execution of the contract and the Town. At the end of this period, should the
Town not renew the contract, the contract shall automatically expire. The individual time of
performance schedule for each project referred to the Consultant is required to be preformed as
outlined in the scope of work section of this contract.
Compliance with Laws. The Consultant shall comply with all applicable laws, codes, ordinances,
gild 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 practise 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.
4, Sole Responsibility. Consultant shall be responsible far employing or engaging all persons necessary
to perform the services under this Agreement.
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 iii
connection with the performance of its services pursuant to this Agreement are coif dential until.
released by the Town to the public, anal. the Consultant shall not make any of the these documents or
inform ation available to any individual or organization not employed by the Consultant or the Town
without tl~e written consent of the 'T'own before such release. The 'T'own acknowledges that the
reports to be prepared by the Consultant pursuant to this Agreement are for the purpose ofavaluating
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 fiirtlzer agrees that it will not appropriate any
methodology or technique of Consultant which is and has been conl`irined in writingby Consultant to
be a trade secret of Consultant.
6. Compensation, Prior to the Town authorizing floe preparation of an Initial Study, the Community
Development Director will send the consultant an "Authorization to Proceed" letter. The consultant
shall sign the authorization and rehrrn it to the Town. Upon receipt of this letter, the Town of Los
Gatos shall compensate the firm on the following basis:
Rage 2 of 7
a. A maxinmin~ of $3, SOU per proj ect (which may be re-evaluated and modified at the beginning
of the new fiscal year upon written authorization of the Community Development Director)
for the preparation of an Initial Study, Negative Declaration, and/or Mitigation Monitoring
Plan. This shall include attendance at the meetings noted above, the specified number of
draft, final and electronic file copies, and follow up clarification letters or documentation
regarding the preparation of these documents.
b. Costs incurred by the consultant for additional tasks beyond the scope of work of the original
Initial Study or Negative Declaration that are not specifically required to clarify ulfornlation
within the documents or clarify issues relating to the preparation of the environrnental
assessment shall be authorized by the Town prior to the preparation of the analysis or
supplementary documents.
c. Cost for the preparation for an EIlZ shall be determined by a scope of work developed by the
Community Development Director on aproject specific basis. The full cost of preparing the
L~IIt shall be borne by the project applicant.
7. Billui .Billing shall be accompanied by a detailed explanation of the work performed by wliom at
what rate and on what date. Also, plans, specifications, documents or other pertinent materials shall
be subznitted for Town review, even if only in partial or draft form,
Payment shall be net thirty (30} days. A11 invoices and statements to the Town shall reference the
Tow.n's purchase order number and be addressed as follows:
InvolCeS:
Town of Los Gatos
Attn; Accounts Payable
P.O. Box C55
Los Gatos, CA 95U3U
S tatelnentS
Town of Los Gatos
Attn: Finance Department
P.O. Box b55
Los Gatos, CA 9S03U
8. Availability of Records, Consultant shall maintain the records supporting this billing for not less
than three years following completion of the work under this Agreement. Consultant slrall make
these records available to authorized persoiniel of the Tow~a at the Consultant's offices during
business hours upon written request of the Town.
9. Pr~j ect Manager. The Project Managers for the Consultant for the work under this Agreement shall
be Valier Chew Geier, Principal or Fritz Geier, Principal.
i U. Assi agn bility 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 required1 to be given shall be deemed to be duly and properly given if mailed
postage prepaid, and addressed to:
Page 3 of 7
To Town: ~ To Consultant:
Bud Lortz, AICP Valerie Chew Geier
Coixirnur-ity Development Airector P.O. Bpx SOS4
Town of Los Gatos Berel~ely, CA 94705-5054
Community Development Deparlanent
P.D. Box 949
Los Gatos, CA 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
se-vices 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 anyrights to retirement
benefits or other benefits which accrue to Town employee(s). With prior written consent, the
Consultant ~rnay perform some obligations under this Agreement by subcontracting, but may not
delegate ultimata responsibility for performance or assign or transfer interests under this Agreement.
Consultant agrees to testify in any litigation brought regarding the subject of the wozk 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.
1.3. Coiillict 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 alto any such holdings or
agreements. Tn 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 gild shall, at the
Town's sole discretion, divest itself of ,such interest. Consultant shall not knowingly and. s1ia11 take
reasonable steps to ensure that it does not employ a person having such an interest in this
perfozirzance of this Agreement. If after employment of a person, Consultant discovers it has
employed a person with a direct or indirect interest that would conflict with its performance of this
Agreement, Consultant shall promptly notify Town of this employment relationship, and shall, at the
Town's sole discretion, sever any such employincnt relationship.
14. Equal Employment Opportunity. Consultant warrants that it is an equal opportunity employer and
shall comply with applicable regulations governing equal employment opporhnity. Neither
Consultant nor its subcontractors clo and neither shall discriminate .against persons employed or
seeking employment with them on the basis of age, sex, color, race, marital stahis, sexual orientation,
ancestry, physical or mental disability, national origin, religion, or medical condition, unless based
upon a bona fide occupational qualification piusuant to the Califoriua Bair Employment & Housing
Act.
Sage 4 0£ 7
1 S. 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 occuzrence for
bodily injury, personal uijuzy and property damage,
ii. Consultant agrees to have and maintain for the duration of the contract, an
Automobile Liability u~sur•tnce policy ensuring hirxi/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 Towz1 all certificates of insurance, with orighlal
endorsements effecting coverage. Consultant agrees that all certificates and
endorsements are to he 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:
The Town, its officers, officials, employees and volunteers are to be covered as
insured as respects: liability arising out of activities perf<~rmed by or onbehalf 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 Consultazlt's insurance and shall not contzibute with it.
iii. Any failure to comply with reporting provisions of the policies shall not affect
coverage provided to the Towz1, 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. AlI Coverages: Loch 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
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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,
ll. Xza addition to these policies, Consultant shall have and maintain Worl~ers' Compensation
insurance as required by California law and shall provide evidence of such policy to the
Town before begizrning seavices sunder 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 indemzrify 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 to the extent caused Uy a
willful or negligent act or omissions of the Consultant, or any of the Consultant's officers,
employees, or agents or any subcozasultant.
17. Waiver. N o fai.Iure on the pars: of either patty 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 o1• a breach
or default under this Agreement constittrte a continuing waiver of a subsequent breach of the same or
any other provision of this :Agreement.
18. Goveinin~; Law. This Agreement, regardless of where executed, shall be governed by and construed
to tlae laws of the State of California. Venue for any action regarding this Agreement shall be in the
Superior Court of the County of Santa Clara.
19. Termination of A~.xeement. The Town and the Consultant shall have the right to terminate this
agreement with or wlthOtit cause by giving not less than thirty (30) 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, ha the event of such termination, Town
shall pay Consultant an aaaaount that bears the wine ratio to the naaximuzaa contract price as the work
delivered to the Town bears to conapleled services conterzaplatetl under this Agreement ptusuant to
paragz-aph 6 hereto, ttzaless such termination is made for cause, in whi ch event, compensation, if azay,
shall be adjusted in light of the particular facts and ciacumstances involved in such termination.
20. Aznenclanent. 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, 17isputes, lia any dispute over any aspect of this Agreement, the prevailvag paa•i:y shall be entitled to
reasozaable attorney's fees, incltaduig costs of appeal.
22. 1?ntire A~7reerrzent, This Agreement constitutes the complete azad exclusive statement of the
Agreement between the Town and Consultant, No terms, conditions, underst~uadings or agreements
purporting to zaaodify or vary dais Agreement, unless hereafter made in writing and signed by the
party to be bound, shall be bizadizag on either party.
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IN WITNESS WI IEIZEOF, the Town and Consultant have executed this Agreement as of tl~e date uidicated
on page one.
Consultant, by:
Valerie Chew Geier, Principal Geier and Geier
Town of Los Gatos by:
Date:
Date:
Greg Larson, Town Manager
Department Approval by:
Date:
Bud N. Lortz Director of Community
Development
Approved as to Formby;
Urry P. Korb, Town Attorney
Date;
ATTEST:
Town of Los Gatos, Los Gatos, California, by
Date:
Jackie Rose, Clerk Administrator
N:\DEV\ACrREEMENTS\CONSULTANT SERVICE AGREEMENT,CTEIDR .AND UEIER 8-08,llOC
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