1994-118-Execute An Agreement With Newcomb Anderson Associates For Project 9321-Energy Conservation ModificationsRESOLUTION - 1994 - 118
RESOLUTION OF THE TOWN COUNCIL
OF THE TOWN OF LOS GATOS
AUTHORIZING THE TOWN MANAGER TO EXECUTE AN AGREEMENT
WITH NEWCOMB ANDERSON ASSOCIATES FOR
PROJECT 9321 - ENERGY CONSERVATION MODIFICATIONS
RESOLVED: by the Town Council of the Town of Los Gatos, County of Santa
Clara, State of California, that the Town of Los Gatos contract an agreement with
Newcomb Anderson Associates for consultations services - Project 9321 - Energy
Conservation Modifications, and that the Town Manager is authorized, and is hereby
directed to execute the contract attached as the Exhibit in the name and on behalf of the
Town of Los Gatos.
PASSED AND ADOPTED at a regular meeting of the Town Council of the Town
of Los Gatos, California, held on the first day of August, 1993, by the following vote:
COUNCIL MEMBERS:
AYES: Joanne Benjamin, Steven Blanton, Linda Lubeck, Patrick O'Laughlin
Mayor Randy Attaway
NAYS: None
ABSENT: None
ABSTAIN: None
SIGNED:
MAYOR HE TOWN O OS GATOS
LOS GATOS, CALIFORNIA
ATTEST:
e_ cte - ti C 2 Y� y
CLERK OF THE TOWN OF LOS GATOS
LOS GATOS, CALIFORNIA
TOWN CLF.
IHH:
AGREEMENT FOR ENERGY CONSERVATION CONSULTANT SF41VICES
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
Newcomb Anderson Associates, engaged in providing Energy Conservation consulting services
herein called the "Consultant ".
RECITALS
A. The Town is considering undertaking activities to modify equipment for energy
conservation.
B. The Town desires to engage an Energy Conservation Consultant to provide consulting
services in conjunction with design of energy conservation project, because of
Consultant's experience and qualifications to perform the desired work.
C. The Consultant represents and affirms that it is qualified and willing to perform the
desired work pursuant to this Agreement.
AGREEMENTS
NOW, THEREFORE, THE PARTIES HERETO AGREE AS FOLLOWS:
1. Scope of Services. The Consultant shall provide the services listed the Attachment.
2. Time of Performance. The services of the Consultant are to commence upon the
execution of this Agreement with completion of the program by December 30, 1994.
3. Compliance with Laws. The Consultant shall comply with all applicable laws, codes,
ordinances, and regulations of governing federal, state and local laws. Consultant
represents and warrants to Town that it has all licenses, permits, qualifications and
approvals of whatsoever nature which are legally required for Consultant to practice
its profession. Consultant represents and warrants to Town that Consultant shall, at its
sole cost and expense, keep in effect or obtain at all times during the term of this
Agreement any licenses, permits, and approvals which are legally required for
Consultant to practice its profession. Consultant shall maintain a Town of Los Gatos
business license pursuant to Chapter 15 of the Code of the Town of Los Gatos.
4. Sole Responsibility. Consultant shall be responsible for employing or engaging all
persons necessary to perform the services under this Agreement.
Page 1 of 8 Revised 7/6/93
5. Information /Report Handling. All documents furnished to Consultant by the Town
and all reports and supportive data prepared by the Consultant under this Agreement
are the Town's property and shall be delivered to the Town upon the completion of
Consultant's services or at the Town's written request. All reports, information, data,
and exhibits prepared or assembled by Consultant in connection with the performance
of its services pursuant to this Agreement are confidential until released by the Town
to the public, and the Consultant shall not make any of the these documents or
information available to any individual or organization not employed by the Consultant
or the Town without the written consent of the Town before such release. The Town
acknowledges that the reports to be prepared by the Consultant pursuant to this
Agreement are for the purpose of evaluating a defined project, and Town's use of the
information contained in the reports prepared by the Consultant in connection with
other projects shall be solely at Town's risk, unless Consultant expressly consents to
such use in writing. Town further agrees that it will not appropriate any methodology
or technique of Consultant which is and has been confirmed in writing by Consultant
to be a trade secret of Consultant.
6. Compensation. Compensation for Consultant's professional services shall not exceed
$6,110; and payment shall be based upon Town approval of each task.
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.
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
the Town at the Consultant's offices during business hours upon written request of the
Town.
8. Project Manager. The Project Manager for the Consultant for the work under this
Agreement shall be Marc A. Theobald, Senior Energy Analyst.
9. Assignability and Subcontracting. The services to be performed under this Agreement
are unique and personal to the Consultant. No portion of these services shall be
assigned or subcontracted without the written consent of the Town.
10 Notices. Any notice required to be given shall be deemed to be duly and properly given
if mailed postage prepaid, and addressed to:
B:\B &E \CNCLRPTS\ENGY CON. WPD Page 2 of 7 Revised 7/6/93
To Town: Town of Los Gatos
Attn: Scott R. Baker
Director of Building and Engineering Services
110 E. Main Street
Los Gatos, CA 95032
To Consultant: Newcomb Anderson Associates
Attn: Marc A Theobald
Senior Energy Analyst
755 Sansome St., Ste 500
San Francisco, CA 94111
or personally delivered to Consultant to such address or such other address as
Consultant designates in writing to Town.
11. 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.
9. Conflict of Interest. Consultant understands that its professional responsibilities is
solely to the Town. The Consultant has and shall not obtain any holding or interest
within the Town of Los Gatos. Consultant has no business holdings or agreements with
any individual member of the Staff or management of the Town or its representatives
nor shall it enter into any such holdings or agreements. In addition, Consultant
warrants that it does not presently and shall not acquire any direct or indirect interest
adverse to those of the Town in the subject of this Agreement, and it shall immediately
disassociate itself from such an interest should it discover it has done so. Consultant
shall not knowingly and shall take reasonable steps to ensure that it does not employ
a person having such an interest in this performance of this Agreement. If after
BAJ3 &E \CNCLRPTS\ENGY_CON.WPD Page 3 of 7 Revised 7 /6/93
employment of a person, Consultant discovers it has employed a person with a direct
or indirect interest that would conflict with its performance of this Agreement,
Consultant shall promptly sever this employment relationship.
11. 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.
12. 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.
Consultant shall provide to the Town all certificates of insurance, with
original endorsements effecting coverage. Consultant agrees that all
certificates and endorsements are to be received and approved by the
Town before work commences.
iv. Consultant agrees to have and maintain, for the duration of the contract,
professional liability insurance in amounts not less than $1,000,000 which
is sufficient to insure Consultant for professional errors or omissions in
the performance of the particular scope of work under this agreement.
B:\B &E \CNCLRPTS\r.NGY_CON.WPD Page 4 of 7 Revised 7/6/93
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.
ii. The Consultant's insurance coverage shall be primary insurance as
respects the Town, its officers, officials, employees and volunteers. Any
insurance or self- insurances maintained by the Town, its officers,
officials, employees or volunteers shall be excess of the Consultant's
insurance and shall not contribute with it.
Any failure to comply with reporting provisions of the policies shall not
affect coverage provided to the Town, its officers, officials, employees or
volunteers.
iv. The Consultant's insurance shall apply separately to each insured against
whom a claim is made or suit is brought, except with respect to the limits
of the insurer's liability.
C. All Coverages: Each insurance policy required in this item shall be endorsed
to state that coverage shall not be suspended, voided, cancelled, reduced in
coverage or in limits except after thirty (30) days' prior written notice by
certified mail, return receipt requested, has 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.
13. Indemnification. The Consultant shall save, keep and hold harmless indemnify and
defend the Town its officers, agent, employees and volunteers from all damages,
liabilities, penalties, costs, or expenses in law or equity that may at any time arise or be
set up because of damages to property or personal injury received by reason of, or in
the course of performing work which may be occasioned by a willful or negligent act
or omissions of the Consultant, or any of the Consultant's officers, employees, or agents
or any subconsultant.
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14. 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.
15. Governing Law. This Agreement, regardless of where executed, shall be governed by
and construed to the laws of the State of California. Venue for any action regarding
this Agreement shall be in the Superior or Municipal Court of either the County of
Santa Clara or the County of San Mateo.
16. Termination of Agreement. The Town and the Consultant shall have the right to
terminate this agreement with or without cause by giving not less than fifteen (15) days
written notice of termination. In the event of termination, the Consultant shall deliver
to the Town all plans, files, documents, reports, performed to date by the Consultant.
In the event of such termination, Town shall pay Consultant an amount that bears the
same ratio to the maximum contract price as the work delivered to the Town bears to
completed services contemplated under this Agreement pursuant to Exhibit A hereto,
unless such termination is made for cause, in which event, compensation, if any, shall
be adjusted in light of the particular facts and circumstances involved in such
termination.
17. 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.
18. Disputes. In any dispute over any aspect of this Agreement, the prevailing party shall
be entitled to reasonable attorney's fees, as well as costs not to exceed $7,500 in total.
19. 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.
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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
Consultant:
Print Name
Title
Approved as to Form:
Larry E. Anderson, Town Attorney
BAB &E\CNCLRPTSTNGY CON.NPD Page 7 of 7 Revised 7/6/93
PROPOSED PROCEDURE TOWN OLIGHLOS
T NGAPROJECT IMPLEMENTATION
Item 1. General procedures relating to contractual issues, work conditions, etc.
(Division 1 documents) must be developed.
Town: It is recommended that the Town use an in -house approved format,
and modify it as necessary.
NAA: We are available to review a draft version of the completed Division 1
documents prior to release.
Item 2. General procedures relating to electrical work and lighting retrofit procedures
(Division 16 documents) must be stipulated; specific work tasks should be
clarified.
NAA: We will provide Division 16 documents for this project.
Town: The Town is encouraged to review a draft of the completed Division 16
documents prior to release for bidding.
Item 3. The work should be indicated on drawings, maps, or by some system that
shows the Contractor where work is to be done.
Town: The Town is encouraged to provide building maps to Bidders for use
at the bid walk and during construction. Maps should correlate to the
identification system used in the Energy Efficiency Study.
NAA: We will provide service by telephone as required to assist the Town in
locating project areas. We will review completed maps at the Town's
request.
Item 4. The request for bids should be developed in a manner that permits bidding on
a line item basis for all tasks.
Town: It is recommended that the Town use an in -house approved format,
and modify it as necessary.
NAA: We will provide phone support in developing the bid format. We are
available to review a draft version of the completed bid form prior to
release.
Items 1 -4 for all projects except the parking garage lighting will be funded under the existing
California Energy Commission contracts.
1
Misc.Pr0P.\P- 1396,01 \P1396.01 Newcomb Anderson Associates
16 June 1994
TOWN OF LOS GATOS
PROPOSED PROCEDURE FOR LIGHTING PROJECT IMPLEMENTATION
Item 5. The conceptual design for Parking Garage #4 should be further developed
before it is released for bid.
Town: It is recommended that the Town authorize $3,490 (15% of estimated
construction costs) so that Newcomb Anderson Associates can
complete the design.
NAA: If authorized to proceed, Newcomb Anderson Associates will:
(a) conduct a data gathering site visit,
(b) identify recircuiting requirements,
(c) identify illumination requirements,
(d) provide specifications and sketches.
z
Misc.Prop. \P- 1396.01\P7396.01 Newcomb Anderson Associates
16 June 1994
TOWN OF LOS GATOS
PROPOSED PROCEDURE FOR LIGHTING PROJECT IMPLEMENTATION
The following tasks should be completed to successfully translate the bid documents into a
successful retrofit:
Item A. A job walk/bidder's conference should be conducted to explain the project to
bidders.
Town: It is recommended that the Town authorize $800 for Newcomb
Anderson Associates to be present at the Bidder's walk, and to assist
with bid addenda as required.
NAA: If so contracted, Newcomb Anderson Associates will be present for a
bidder's walk.
Item B.
Town:
NAA:
Item C.
Town:
NAA:
A review of bidder submittals should be conducted.
It is recommended that the Town authorize $800 for Newcomb
Anderson Associates to approve or reject the low Bidder's submittals.
If so contracted, Newcomb Anderson Associates will review the
submittals.
A project manager should be assigned, and periodic field inspections should
be conducted.
The Town is encouraged to assign in -house staff to this task or to
contract for project management assistance.
If contracted, Newcomb Anderson Associates will provide project
management and /or inspection services on an hourly fee basis.
3
Misc.PropAP- 1396.01 T 1396.01 Newcomb Anderson Associates 16 June 1994
Town of Los Gatos
CAPITAL IMPROVEMENT PROJECT REQUEST
Department: Building and Engineering
Project Title: Energy Conservation Modifications Project Manager: Susan Kautzer
Project Description: Replace inefficient lighting and appurtenances with efficient models.
PROJECT JUSTIFICATION
Civic Center, Neighborhood Center, Corporation Yard, Parking Lot No. 4, Tait Museum, and Forbes Mill Museum. Save energy,
reduce energy costs, reduce maintenance costs, improve lighting, and remove PCB hazards.
Does project conform to General Plan? X Yes _No _Not Applicable. Cite Element and specific implementation measure(s)
Environmental Assessment Completed ?_Yes_No
If Yes: Categorical Exemption (cite section no.) _; Negative Declaration _; E.I.R.
PROJECT COST
TOTAL PRIOR
AMOUNT YEARS 1994 -95 1995 -96 1996 -97 1997 -98 1998 -99
Salary
Benefits
Design 6,110 6,110
Land Acquisition
Construction 132,890 132,890
Equipment
Other Costs
TOTAL ESTIMATED COST 139,000 0 139,000 0 0 0 0
PROJECT FUNDING
Capital Improvement Fund:
Construction Tax
Capital Improvement
Utility Undergrounding
Park Improvements
Gas Tax
A81600
Transfer from
General Fund: 76,000 76,000
Grants:
CA Energy Commission 63,000 63,000
PROJECT FUNDING 139,000 0 139,000 0 0 0 0
Computer file name: N: \SHARE \CIP \ENERGY.CIP
N: \SHARE \C1PP0RM 4:23pm July 28, 1994