1998-134-Enter Into Agreements For Environmental Review ServicesRESOLUTION 1998 -134
RESOLUTION OF THE TOWN COUNCIL
OF THE TOWN OF LOS GATOS
AUTHORIZING THE TOWN MANAGER TO ENTER INTO AGREEMENTS FOR
ENVIRONMENTAL REVIEW SERVICES
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 proposals & contracts.
RESOLVED, by the Town Council that the TOWN OF LOS GATOS enter into agreement
with Geier and Geier Consulting, Incorporated to provide environmental review services as the
Primary Environmental Consultant for the Town. This agreement is titled Agreement No. 1
(Exhibit A).
RESOLVED, by the Town Council that the TOWN OF LOS GATOS enter into agreement
with Robert Bein, William Frost and Associates to provide environmental review services as the
Alternate Environmental Consultant for the Town. This agreement is titled Agreement No. 2
(Exhibit B).
RESOLVED, by the Town Council that the term of these contracts are for a fixed one
year period and that the Town retains the option with mutual consent of the individual consultants
to renew each contract annually at the end of the Town's fiscal year. Should the Town not renew
a contract, the award and authorization of the contracts contained in this resolution shall
automatically expire.
N: \SnARDPLN8398.21A
FURTHER RESOLVED, by the Town Council that the Town Manager is authorized and
directed to execute the attached agreements for environmental review services and the preparation
of environmental documents 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 3rd day
of August, 1998, by the following vote:
COUNCIL MEMBERS:
AYES: Randy Attaway, Steven Blanton, Jan Hutchins, Mayor Linda Lubeck
NAYS: None
ABSENT: None
ABSTAIN: Joanne Benjamin
SIGNED: <<, C
MAYOR OF THE TOWN OF LOS GATOS
LOS GATOS, CALIFORNIA
N:ABnARE \11LN8398.21A
AGR y /G
1}Qi
AGREEMENT FOR PRIMARY ENVIRONMENTAL REVIEW CONS ORD
._
RESO0,�, % n
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, INC., engaged in providing primary environmental review
consulting services herein called the "Consultant ".
A. The Town is considering undertaking activities to streamline the Town's environmental
review process and improve efficiency by retaining one Primary and one Alternate
Environmental Consultant to conduct environmental assessments and prepare
environmental documents for Town projects.
B. The Town desires to engage Geier and Geier Consulting, Inc. as the Primary
Environmental Consultant to provide consulting services in conjunction with this
streamlining effort, because of the firm's experience and qualifications to perform the
desired work.
C. The Consultant represents and affirms that it is qualified and willing to perform the desired
work pursuant to this Agreement.
NOW, THEREFORE, THE PARTIES HERETO AGREE AS FOLLOWS:
SCOPE OF WORK
Primary Environmental Consulting Firm shall be responsible for the following:
■ Attending a minimum of one preliminary scoping meeting with staff for any referred
projects that are not exempt from CEQA.
■ Visiting the project site and documenting existing site conditions.
■ Preparation of Initial Studies within 3 weeks after a project has been deemed complete and
referred to the consultant by the Town. The consultant shall provide 5 copies of the draft
and 25 copies of the final draft Initial Study. The consultant shall also provide electronic
file copies of the final document in a WordPerfect 5.1 or approved word processing
software format via a 3 1/2 inch floppy disk medium at the time that the final draft copies
are delivered to the Town.
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■ Preparation of Negative Declarations within 4 weeks after a project has been deemed
complete and referred to the consultant by the Town. The consultant shall provide 5
copies of the draft and 25 copies of the final draft Initial Study. The consultant shall also
provide electronic file copies of the final document in a WordPerfect 5. I or approved word
processing software format via a 3 1/2 inch floppy disk medium at the time that the final
draft copies are delivered to the Town.
■ Preparation of Mitigation Monitoring Programs for each project as required by CEQA.
Format shall be approved by the Town and electronic file copies shall also be provided.
■ Attending a minimum of one Planning Commission and one Town Council meeting as
required by the Planning Director for each project. Additional meetings will be authorized
by the Planning Department on an "as needed basis ", and the Town will be charged only
for time and materials. Funds to pay for any additional meetings will be provided by the
applicant to the Town prior to the meeting.
■ Preparation of follow up clarification letters or documentation for any Initial Studies or
Negative Declaration (e.g. memos to clarify sections or language in a prepared document,
providing a copies of acoustical /traffic analysis data, copies of field visit notes /dates, etc.)
on an as needed basis as required by the Planning Director at no additional cost to the
Town.
If the Primary Environmental Consultant is unable to perform the duties for a referred project,
the project will be referred to the Alternate Environmental Consultant.
(EIR PREPARATION)
■ 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 Planning Director has the discretion to choose
one of three options: 1)Ask the Primary Environmental Consultant for an estimate to
prepare the EIR based on a scope of work developed by the Planning Department and enter
into a contract for its preparation; 2) If the Primary Environmental Consultant is unable
to prepare the document, the Planning Director may ask the Alternate Environmental
Consultant for an estimate to prepare the EIR based on a scope of work developed by the
Planning Department and enter into a contract for its preparation; 9i 3) prepare a Request
for Proposal for the EIR preparation and send it out to the list of Town authorized EIR
Preparation Consultants. 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
into the contract for the EIR.
1. Compensation. Prior to the Town authorizing the preparation of an Initial Study, the
Planning Director will send the consultant an "Environmental Services Initial Study
Procedure Authorization to Proceed" letter. The Consultant shall sign the authorization and
return it to the Town. Upon receipt of this letter, the Town of Los Gatos shall compensate
each environmental consulting firm referred a project on the following basis:
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■ A maximum of $2,500 per project that requires 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.
■ Cost incurred by the consultant for additional analysis beyond the scope 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 the environmental assessment shall be authorized by the Town prior
to the preparation of the analysis or supplementary documents.
■ Cost for preparation for an EIR shall be determined by a scope of work developed
by the Planning Department on a project specific case -by -case basis. The full cost
for preparing an EIR shall be borne by the project applicant.
■ Compensation shall be provide to the consultant either by an agreed upon
paymentibilling schedule with specific milestones or upon the completion of all
the items noted in the scope of work.
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 partial or draft form.
2. Time of Performan e. The services of the Consultant are for a fixed one year period that
will commence upon the execution of the contract and the Town retains the option with
the mutual consent of the consultant to renew each contract annually at the end of the
Town's fiscal year. Should the Town not renew a contract, the award and authorization
of the contract shall automatically expire. The Town shall give the Consultant at least 30
days notice, prior to the cancellation or expiration of the contract. The individual time of
performance schedule for each project referred to the Consultant is required to be
performed as outlined in the scope of work section of this contract.
3. CQuipliance 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 the Town that it has all licenses, permits, qualifications and
approvals of whatsoever nature which are legally required for the Consultant to practice
its profession. Consultant represents and warrants to Town that Consultant shall, at its
sole cost and expense, keep in effect or obtain at all times during the term of this
Agreement any licenses, permits, and approvals which are legally required for Consultant
to practice its profession. Consultant shall maintain a Town of Los Gatos business license
pursuant to Chapter 14 of the Code of the Town of Los Gatos and shall be able to provide
proof of insurance upon request.
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4. oS le RespoasibilitY. Consultant shall be responsible for employing or engaging all
persons necessary to perform the services under this Agreement.
5, informatim/Report Handlin g. All documents furnished to Consultant by the Town and
all reports and supportive data prepared by the Consultant under this Agreement are the
Town's property and shall be delivered to the Town upon the completion of Consultant's
services or at the Town's written request. All reports, information, data, and exhibits
prepared or assembled by Consultant in connection with the performance of its services
pursuant to this Agreement are confidential until released by the Town to the public, and
the Consultant shall not make any of the these documents or information available to any
individual or organization not employed by the Consultant or the Town without the written
consent of the Town before such release. The Town acknowledges that the reports to be
prepared by the Consultant pursuant to this Agreement are for the purpose of evaluating
a defined project, and Town's use of the information contained in the reports prepared by
the Consultant in connection with other projects shall be solely at Town's risk, unless
Consultant expressly consents to such use in writing. Town further agrees that it will not
appropriate any methodology or technique of Consultant which is and has been confirmed
in writing by Consultant to be a trade secret of Consultant.
6. Availability of Records. Consultant shall maintain the records supporting this billing for
not less than three (3) years following completion of the work under this Agreement.
Consultant shall make these records available to authorized personnel of the Town at the
Consultant's offices during business hours upon written request of the Town.
7, Project Manager. The Project Manager for the Consultant for the work under this
Agreement shall be Valerie Chew Geier, Principal.
8. Assignability and Subcontracting. The services to be performed under this Agreement
are unique and personal to the Consultant. No portion of these services shall be assigned
or subcontracted without the prior written consent of the Town.
9. 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: Lee E. Bowman, Planning Director
110 E. Main Street
Los Gatos, CA 95030
To Consultant: Valerie Chew Geier
P.O. Box 5054
Berkeley, CA 94705 -5054
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or personally delivered to Consultant to such address or such other address as Consultant
designates in writing to Town.
10. 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.
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.
11. Con ict of Int rest. Consultant understands that its professional responsibilities is solely
to the Town. The Consultant has and shall not obtain any holding or interest within the
Town of Los Gatos. Consultant has no business holdings or agreements with any
individual member of the Staff or management of the Town or its representatives nor shall
it enter into any such holdings or agreements. In addition, Consultant warrants that it does
not presently and shall not acquire any direct or indirect interest adverse to those of the
Town in the subject of this Agreement, and it shall immediately disassociate itself from
such an interest should it discover it has done so and shall, at the 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 the Town's sole discretion, sever any such employment relationship.
12. Equal Employment Opportunity. Consultant warrants that it is an equal opportunity
employer and shall comply with applicable regulations governing equal employment
opportunity. Neither Consultant nor its subcontractors do and neither shall discriminate
against persons employed or seeking employment with them on the basis of age, sex,
color, race, marital status, sexual orientation, ancestry, physical or mental disability,
national origin, religion, or medical condition, unless based upon a bona fide occupational
qualification pursuant to the California Fair Employment & Housing Act.
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13. insurance.
A. Minimum Scope of Insurance:
i. Consultant agrees to have and maintain, for the duration of the contract,
General Liability insurance policies insuring him /her and his /her firm to an
amount not less than: one million dollars ($1,000,000) combined single limit
per occurrence for bodily injury, personal injury and property damage.
ii. Consultant agrees to have and maintain for the duration of the contract, an
Automobile Liability insurance policy ensuring him /her and his /her staff to
an amount not less than one million dollars ($1,000,000) combined single
limit per accident for bodily injury and property damage.
iii. Consultant shall provide to the Town all certificates of insurance, with
original endorsements effecting coverage. Consultant agrees that all
certificates and endorsements are to be received and approved by the Town
before work commences.
B. General Liability:
i. The Town, its officers, officials, employees and volunteers are to be covered
as insured as respects: liability arising out of activities performed by or on
behalf of the Consultant; products and completed operations of Consultant,
premises owned or used by the Consultant. This requirement does not apply
to the professional liability insurance required for professional errors and
omissions.
ii. The Consultant's insurance coverage shall be primary insurance as respects
the Town, its officers, officials, employees and volunteers. Any insurance
or self - insurance maintained by the Town, its officers, officials, employees
or volunteers shall be excess of the Consultant's insurance and shall not
contribute with it.
iii. Any failure to comply with reporting provisions of the policies shall not
affect coverage provided to the Town, its officers, officials, employees or
volunteers.
iv. The Consultant's insurance shall apply separately to each insured against
whom a claim is made or suit is brought, except with respect to the limits of
the insurer's liability.
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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 been given to the Town. current certification of such
insurance shall be kept on file at all times during the term of this agreement with
the Town Clerk.
D. In addition to these policies, Consultant shall have and maintain Workers'
Compensation insurance as required by California law and shall provide evidence
of such policy to the Town before beginning services under this Agreement.
Further, Consultant shall ensure that all subcontractors employed by Consultant
provide the required Workers' Compensation insurance for their respective
employees,
14. Indemnification. The Consultant shall save, keep and hold harmless indemnify and
defend the Town its officers, agent, employees and volunteers from all damages,
liabilities, penalties, costs, or expenses in law or equity that may at any time arise or be
set up because of damages to property or personal injury received by reason of, or in the
course of performing work which may be occasioned by a willful or negligent act or
omissions of the Consultant, or any of the Consultant's officers, employees, or agents or
any sub - consultant.
15. WaiyeC. 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.
16. 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.
17. 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 (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. In the
event of such termination, Town shall pay Consultant an amount that bears the same ratio
to the maximum contract price as the work delivered to the Town bears to completed
services contemplated under this Agreement pursuant to Exhibit A hereto, unless such
termination is made for cause, in which event, compensation, if any, shall be adjusted in
light of the particular facts and circumstances involved in such termination.
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18. Amendment. No modification, waiver, mutual termination, or amendment of this
Agreement is effective unless made in writing and signed by the Town and the Consultant.
19. 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.
20, Entire Agreement. This Agreement constitutes the complete and exclusive statement of
the Agreement between the Town and Consultant. No terms, conditions, understandings
or agreements purporting to modify or vary this Agreement, unless hereafter made in
writing and signed by the party to be bound, shall be binding on either party.
IN WITNESS WHEREOF, the Town and Consultant have executed this Agreement as of
the date indicated on page one (1).
Town of Los Gatos
David W. Knapp, Town Manager
Town of Los Gatos
ATTEST:
Clerk of the Town of Los Gatos,
Los Gatos, California
Marian V. Cosgrove, Town Clerk
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Print Name
Consultant:
Title
Approved as to Form:
Orry P. Korb, Town Attorney
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OFFICE OF THE TOWN CLERg
AGR
aul
ORD
AGREEMENT FOR ALTERNATE ENVIRONMENTAL REVD
CONSULTANT SERVICES RESO
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 ROBERT
BEIN, WILLIAM FROST & ASSOCIATES, engaged in providing alternate environmental review
consulting services herein called the "Consultant ".
A. The Town is considering undertaking activities to streamline the Town's environmental
review process and improve efficiency by retaining one Primary and one Alternate
Environmental Consultant to conduct environmental assessments and prepare
environmental documents for Town projects.
B. The Town desires to engage Robert Bein, William Frost & Associates as the Alternate
Environmental Consultant to provide consulting services in conjunction with this
streamlining effort, because of the firm's experience and qualifications to perform the
desired work.
C. The Consultant represents and affirms that it is qualified and willing to perform the desired
work pursuant to this Agreement.
NOW, THEREFORE, THE PARTIES HERETO AGREE AS FOLLOWS:
SCOPE OF WORK
The Alternate Environmental Consulting Firm shall be responsible for the following, if the
Town's Primary Environmental Consulting Firm is unable to perform its duties or cannot accept
a reffered project:
■ Attending a minimum of one preliminary scoping meeting with staff for any referred
projects that are not exempt from CEQA.
■ Visiting the project site and documenting existing site conditions.
■ Preparation of Initial Studies within 3 weeks after a project has been deemed complete and
referred to the consultant by the Town. The consultant shall provide 5 copies of the draft
and 25 copies of the final draft Initial Study. The consultant shall also provide electronic
file copies of the final document in a WordPerfect 5.1 or approved word processing
software format via a 3 1/2 inch floppy disk medium at the time that the final draft copies
are delivered to the Town.
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■ Preparation of Negative Declarations within 4 weeks after a project has been deemed
complete and referred to the consultant by the Town. The consultant shall provide 5
copies of the draft and 25 copies of the final draft Initial Study. The consultant shall also
provide electronic file copies of the final document in a WordPerfect 5.1 or approved word
processing software format via a 3 1/2 inch floppy disk medium at the time that the final
draft copies are delivered to the Town.
■ Preparation of Mitigation Monitoring Programs for each project as required by CEQA.
Format shall be approved by the Town and electronic file copies shall also be provided.
■ Attending a minimum of one Planning Commission and one Town Council meeting as
required by the Planning Director for each project. Additional meetings will be authorized
by the Planning Department on an "as needed basis ", and the Town will be charged only
for time and materials. Funds to pay for any additional meetings will be provided by the
applicant to the Town prior to the meeting.
■ Preparation of follow up clarification letters or documentation for any Initial Studies or
Negative Declaration (e.g. memos to clarify sections or language in a prepared document,
providing a copies of acoustical /traffic analysis data, copies of field visit notes /dates, etc.)
on an as needed basis as required by the Planning Director at no additional cost to the
Town.
If the Primary Environmental Consultant is unable to perform the duties for a referred project,
the project will be referred to the Alternate Environmental Consultant.
(EIR PREPARATION)
■ 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 Planning Director has the discretion to choose
one of three options: I)Ask the Primary Environmental Consultant for an estimate to
prepare the EIR based on a scope of work developed by the Planning Department and enter
into a contract for its preparation; 2) If the Primary Environmental Consultant is unable
to prepare the document, the Planning Director may ask the Alternate Environmental
Consultant for an estimate to prepare the EIR based on a scope of work developed by the
Planning Department and enter into a contract for its preparation; _a 3) prepare a Request
for Proposal for the EIR preparation and send it out to the list of Town authorized EIR
Preparation Consultants. 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
into the contract for the EIR.
1, [ omuencation. Prior to the Town authorizing the preparation of an Initial Study, the
Planning Director will send the consultant an "Environmental Services Initial Study
Procedure Authorization to Proceed" letter. The Consultant shall sign the authorization and
return it to the Town. Upon receipt of this letter, the Town of Los Gatos shall compensate
each environmental consulting firm referred a project on the following basis:
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■ A maximum of $2,500 per project that requires 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.
■ Cost incurred by the consultant for additional analysis beyond the scope 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 the environmental assessment shall be authorized by the Town prior
to the preparation of the analysis or supplementary documents.
■ Cost for preparation for an EIR shall be determined by a scope of work developed
by the Planning Department on a project specific case -by -case basis. The full cost
for preparing an EIR shall be borne by the project applicant.
■ Compensation shall be provide to the consultant either by an agreed upon
payment /billing schedule with specific milestones or upon the completion of all
the items noted in the scope of work.
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 partial or draft form.
2. Tim of P rforman . The services of the Consultant are for a fixed one year period that
will commence upon the execution of the contract and the Town retains the option with
the mutual consent of the consultant to renew each contract annually at the end of the
Town's fiscal year. Should the Town not renew a contract, the award and authorization
of the contract shall automatically expire. The Town shall give the Consultant at least 30
days notice, prior to the cancellation or expiration of the contract. The individual time of
performance schedule for each project referred to the Consultant is required to be
performed as outlined in the scope of work section of this contract.
3. ompliance 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 the Town that it has all licenses, permits, qualifications and
approvals of whatsoever nature which are legally required for the Consultant to practice
its profession. Consultant represents and warrants to Town that Consultant shall, at its
sole cost and expense, keep in effect or obtain at all times during the term of this
Agreement any licenses, permits, and approvals which are legally required for Consultant
to practice its profession. Consultant shall maintain a Town of Los Gatos business license
pursuant to Chapter 14 of the Code of the Town of Los Gatos and shall be able to provide
proof of insurance upon request.
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4, Sole Re -cno sn ibility. Consultant shall be responsible for employing or engaging all
persons necessary to perform the services under this Agreement.
5, InformationMWoirr Handling. All documents furnished to Consultant by the Town and
all reports and supportive data prepared by the Consultant under this Agreement are the
Town's property and shall be delivered to the Town upon the completion of Consultant's
services or at the Town's written request. All reports, information, data, and exhibits
prepared or assembled by Consultant in connection with the performance of its services
pursuant to this Agreement are confidential until released by the Town to the public, and
the Consultant shall not make any of the these documents or information available to any
individual or organization not employed by the Consultant or the Town without the written
consent of the Town before such release. The Town acknowledges that the reports to be
prepared by the Consultant pursuant to this Agreement are for the purpose of evaluating
a defined project, and Town's use of the information contained in the reports prepared by
the Consultant in connection with other projects shall be solely at Town's risk, unless
Consultant expressly consents to such use in writing. Town further agrees that it will not
appropriate any methodology or technique of Consultant which is and has been confirmed
in writing by Consultant to be a trade secret of Consultant.
6. Availability of Records. Consultant shall maintain the records supporting this billing for
not less than three (3) years following completion of the work under this Agreement.
Consultant shall make these records available to authorized personnel of the Town at the
Consultant's offices during business hours upon written request of the Town.
7. Project Manager. The Project Manager for the Consultant for the work under this
Agreement shall be Laura Worthington - Forbes, Senior Project Manager .
8. Assignability and Subcontracting. The services to be performed under this Agreement
are unique and personal to the Consultant. No portion of these services shall be assigned
or subcontracted without the prior written consent of the Town.
9. 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: Lee E. Bowman, Planning Director
110 E. Main Street
Los Gatos, CA 95030
To Consultant: Laura Worthington- Forbes, Senior Project Manager
226 Airport Parkway, Suite 600
San Jose, CA 95110 -3705
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or personally delivered to Consultant to such address or such other address as Consultant
designates in writing to Town.
10. 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.
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.
11. Conflict of Interest. Consultant understands that its professional responsibilities is solely
to the Town. The Consultant has and shall not obtain any holding or interest within the
Town of Los Gatos. Consultant has no business holdings or agreements with any
individual member of the Staff or management of the Town or its representatives nor shall
it enter into any such holdings or agreements. In addition, Consultant warrants that it does
not presently and shall not acquire any direct or indirect interest adverse to those of the
Town in the subject of this Agreement, and it shall immediately disassociate itself from
such an interest should it discover it has done so and shall, at the 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 the Town's sole discretion, sever any such employment relationship.
12. Equal Employment Opportunity. y. Consultant warrants that it is an equal opportunity
employer and shall comply with applicable regulations governing equal employment
opportunity. Neither Consultant nor its subcontractors do and neither shall discriminate
against persons employed or seeking employment with them on the basis of age, sex,
color, race, marital status, sexual orientation, ancestry, physical or mental disability,
national origin, religion, or medical condition, unless based upon a bona fide occupational
qualification pursuant to the California Fair Employment & Housing Act.
Revised: July 31, 1998 Page 5 of 8
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13. Insuranee.
A. Minimum Scope of Insurance:
i. Consultant agrees to have and maintain, for the duration of the contract,
General Liability insurance policies insuring him /her and his /her firm to an
amount not less than: one million dollars ($1,000,000) combined single limit
per occurrence for bodily injury, personal injury and property 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 insured as respects: liability arising out of activities performed by or on
behalf of the Consultant; products and completed operations of Consultant,
premises owned or used by the Consultant. This requirement does not apply
to the professional liability insurance required for professional errors and
omissions.
ii. The Consultant's insurance coverage shall be primary insurance as respects
the Town, its officers, officials, employees and volunteers. Any insurance
or self - insurance maintained by the Town, its officers, officials, employees
or volunteers shall be excess of the Consultant's insurance and shall not
contribute with it.
iii. Any failure to comply with reporting provisions of the policies shall not
affect coverage provided to the Town, its officers, officials, employees or
volunteers.
iv. The Consultant's insurance shall apply separately to each insured against
whom a claim is made or suit is brought, except with respect to the limits of
the insurer's liability.
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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 been given to the Town. current certification of such
insurance shall be kept on file at all times during the term of this agreement with
the Town Clerk.
D. In addition to these policies, Consultant shall have and maintain Workers'
Compensation insurance as required by California law and shall provide evidence
of such policy to the Town before beginning services under this Agreement.
Further, Consultant shall ensure that all subcontractors employed by Consultant
provide the required Workers' Compensation insurance for their respective
employees.
14. Indemnification. The Consultant shall save, keep and hold harmless indemnify and
defend the Town its officers, agent, employees and volunteers from all damages,
liabilities, penalties, costs, or expenses in law or equity that may at any time arise or be
set up because of damages to property or personal injury received by reason of, or in the
course of performing work which may be occasioned by a willful or negligent act or
omissions of the Consultant, or any of the Consultant's officers, employees, or agents or
any sub - consultant.
15. 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.
16. 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.
17. 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 (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. In the
event of such termination, Town shall pay Consultant an amount that bears the same ratio
to the maximum contract price as the work delivered to the Town bears to completed
services contemplated under this Agreement pursuant to Exhibit A hereto, unless such
termination is made for cause, in which event, compensation, if any, shall be adjusted in
light of the particular facts and circumstances involved in such termination.
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18. Amendment. No modification, waiver, mutual termination, or amendment of this
Agreement is effective unless made in writing and signed by the Town and the Consultant.
19. D ;spates. In any dispute over any aspect of this Agreement, the prevailing party shall be
entitled to reasonable attorney's fees, including costs of appeal.
20. Entire Agn=nt. This Agreement constitutes the complete and exclusive statement of
the Agreement between the Town and Consultant. No terms, conditions, understandings
or agreements purporting to modify or vary this Agreement, unless hereafter made in
writing and signed by the party to be bound, shall be binding on either party.
IN WITNESS WHEREOF, the Town and Consultant have executed this Agreement as of
the date indicated on page one (1).
Town of Los Gatos
David W. Knapp, Town Manager
Town of Los Gatos
ATTEST:
Clerk of the Town of Los Gatos,
Los Gatos, California
Marian V. Cosgrove, Town Clerk
Revised: July 31, 1998
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Print Name
Consultant:
Title
Approved as to Form:
Orry P. Korb, Town Attorney
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