1993-122-Authorizing The Manager To Enter Into An Agreement With Willdan Associates To Provide Town Engineering And Traffic Engineering ServicesRESOLUTION 1993 -122
RESOLUTION OF THE TOWN COUNCIL
OF THE TOWN OF LOS GATOS
AUTHORIZING THE TOWN MANAGER TO ENTER INTO AN AGREEMENT
WITH WILLDAN ASSOCIATES TO PROVIDE
TOWN ENGINEERING AND TRAFFIC ENGINEERING SERVICES
WHEREAS, the Town Council desires to utilize consultant services for a variety of
Town engineering and traffic engineering services; and
WHEREAS, due to the uniqueness and special expert knowledge, qualifications and
experience required to provide these services, and the inability of the Town to provide
these services due to lack of professional staff, the Town has chosen the firm of Willdan
Associates after going through a RFP process and their successful appearance before a
review board to verify their qualifications to perform the services requested; and
WHEREAS, it has been determined that additional environmental assessment to
support the issuance of a Negative Declaration is required in order to complete these
projects; and
WHEREAS, the Town Council agrees that Willdan Associates is the most qualified
consultant for this assignment since the firm is already performing similar consulting duties
for many other public agencies in the State of California, and limits its potential for conflict
with private developers by restricting its services to public agencies.
NOW, THEREFORE, BE IT RESOLVED: the Town Council of the Town of Los
Gatos approves the agreement attached hereto, and authorizes the Town Manager to sign
all appropriate documents to insure the completion of these services.
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PASSED AND ADOPTED at a regular meeting of the Town Council held on the 2nd
day of August, 1993, by the following vote:
COUNCIL MEMBERS:
AYES: Randy Attaway, Steven Blanton, Linda Lubeck, Mayor Joanne Benjamin
NAYS: None
ABSENT: Patrick O'Laughlin
ABSTAIN: None
ATTEST:
SIGNED: -
AYOR OF THE TO % OF LOS GATOS
LOS GATOS, CALIFORNIA
C
CLERK OF THE TOWN OF LOS? GATOS
LOS GATOS, CALIFORNIA
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RE
AGREEMENT FOR TOWN ENGINEERING AND TRAFFIC ENGINEERINGtIC;ONSULTANT SERVICES
THIS AGREEMENT is entered into this day of 19 , by and
between the Town of Los Gatos, State of California, herein called the "Town ", and
WILLDAN ASSOCIATES, engaged in providing defined Town engineering and traffic
engineering consulting services, herein called the "Consultant ".
RECITALS
A. The Town is considering undertaking activities to provide a variety of Town
engineering services as well as traffic engineering services.
B. The Town desires to engage an engineering consultant to provide consulting services
in conjunction with performing engineering duties and traffic studies 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.
D. In consideration of the mutual covenants, benefits and premises herein stated, the
parties hereto agree as follows: Town, pursuant to the authority set forth in
California Government Code Section 36505, does hereby appoint Consultant, in a
contractual capacity, to perform the below listed services in accordance with the
terms and conditions hereinafter set forth; with the authorities, responsibilities and
consideration ordinarily granted to an officer of the Town.
AGREEMENTS
NOW, THEREFORE, THE PARTIES HERETO AGREE AS FOLLOWS:
1. Scope of Services. The Consultant shall provide the following services listed below.
TOWN ENGINEERING SERVICES
A. Town does hereby appoint Consultant to undertake the following
responsibilities:
B. Administrative Duties
1. When directed, attend Town Council, and Planning Commission
meetings.
2. Provide special engineering reports regarding such matters as
assessment district formation, annexations, developer fees, etc.
3. Attend staff level meetings with the Town staff, public officials,
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community leaders, developers, contractors and the general public.
4. When directed, review and comment on planning programs and land
development controls.
5. When directed, recommend regulations and ordinances pertaining to
engineering matters.
6. When directed, supervise the accounting of State Highway Users Funds
from the standpoint of meeting State requirements for the expenditure
of such funds.
8. Upon Town's request, advise the Town as to engineering and
construction financing available from other governmental agencies and
when so directed, prepare and initiate application for such funding.
9. Establish working relationships and coordination with other public
agencies, County Departments and private utilities involving engineering
matters affecting Town.
C. Development Review
1. Perform the statutory functions of Town Engineer pertaining to the
review and checking of land divisions.
2. Review tentative maps and other submittals for land divisions for
proposed developments and make recommendations as to engineering
matters.
3. Check all improvement plans for facilities under the jurisdiction of
Town.
4. Establish performance, labor and material bond amounts, when
required, and require the posting of such securities and other
development fees within the proper time sequence of such development
review.
6. Provide such necessary and related functions as are the normal practice
of Town in the Town Engineering review of private developments.
D. Permits and Inspection
1. As a Town Official, provide on an as- needed basis a representative
at Town Hall to handle permits and other engineering related matters
at the public counter.
2. As a Town Official, receive and process permit applications.
4. Check plans and specifications and provide construction administration
and observation for Town projects designed by others as requested.
TRAFFIC ENGINEERING SERVICES
A. General Town does hereby appoint Consultant the Traffic Engineer.
B. Administrative Duties:
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1. Attend Town Commission and Council meetings as requested or
specific traffic related projects and considerations.
2. Upon request, conduct investigations and prepare reports regarding
requests for traffic control device installations and modifications; such
as, traffic signals, stop signs, parking regulations, speed zones,
channelization, crosswalks, pedestrian and bicycle facilities.
3. Upon request, develop recommendations for corrective measures at
locations experiencing accident rates higher than would normally be
anticipated.
4. Upon request, assess the potential traffic impacts associated with
proposed development and redevelopment projects. Identify mitigation
measures and recommend traffic - related requirements and conditions
of approval.
5. Upon request, prepare grant applications for funding from Federal,
State and Regional agencies for traffic safety studies and improvements.
6. Upon request, advise, support and assist Town departments,
committees, commissions and Council. In addition, provide an interface
with Regional and State transportation agencies. Assist in the
preparation of traffic- related portions of the Town's operational and
capital improvement budgets.
7. Upon request, assist in the establishment and subsequent modification
of the Town traffic ordinance and development fees and assessment
fees for capital improvements and maintenance.
8. Upon request, prepare plans, specifications and estimates and provide
contract administration and construction observation for traffic safety
projects including geometric and channelization improvements, traffic
signal installations and modifications, street and safety lighting
installations and modifications, and traffic signing, striping and
pavement marking improvements.
OTHER MISCELLANEOUS SERVICES
Town may from time -to -time have the need for other services not specifically
listed in this agreement for which Consultant has the necessary experience and
capabilities to provide. Town, or the Redevelopment Agency may authorize
Consultant to perform such selected services on an as- needed basis.
2. Time of Performance. The services of the Consultant are to commence upon the
execution of this Agreement.
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
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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.
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 be
based on the following:
A. For general administrative and regularly occurring weekly activities
provided by the Senior Engineer and Traffic Engineer, the fee is to be based
upon the hourly rate of $55 for Senior Engineer services and $70 for Traffic
Engineer services.
B. For plan checking services, compensation to Consultant shall be 75% of the
fee collected by the Town, lump sum.
C. For special services such as reports, designs, or other services not described
elsewhere, Consultant shall be compensated on a lump sum, based upon a
mutually agreed scope of services, schedule and fee.
D. On special services, not easily definable as to work scope, schedule and fee,
Consultant shall be compensated based upon hourly rates as mutually agreed
Town and Consultant.
E. Consultant shall invoice Town monthly for services rendered and Town
shall pay Consultant within 30 days of receiving the invoice(s).
Consultant shall review the appropriate ordinances and fee schedules in effect by
the Town and shall provide to the persons designated by the Town for collection
of fees, the amount of such fees to be collected. Billing shall be accompanied by
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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.
7. Facilities and Records
Town shall provide reasonable and appropriate space for conducting the duties set
forth in this Agreement. Consultant shall assemble and maintain in this space
such records as are customarily maintained by a Town in carrying out the duties
covered herein. Such records are and at all times shall be the property of the
Town.
Depending upon the details of the transfer of these functions from the Town to
Consultant, Consultant shall obtain only those existing records that are necessary
for the performance by Consultant of the duties set forth in this agreement.
Consultant shall assemble these records in an orderly fashion and store same, for
at least three years at the Town Hall, and copies may be stored in a mutually
agreed upon location so that they may be reasonably available to the public or to
the officials of Town as required.
8. 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.
9. Project Manager. The Project Manager for the Consultant for the work under
this Agreement shall be R. Dennis Delzeit, a Registered Civil Engineer,
California License No. 22340.
10. Responsible Individual. The individual directly responsible for the performance
of the duties of and appointed the Town Engineer for purposes of Section 66442
and 66450 of the Government Code and as above set forth shall be Jeff Perko, a
Registered Civil Engineer, California License No. 44907. The individual directly
responsible for the performance of the duties of and appointed the Town Traffic
Engineer as above set forth shall be Mark Wessel, a Registered Traffic Engineer,
License No. 1469, and a Registered Civil Engineer, License No. 38933. Upon
mutual agreement of the Town, Consultant may substitute other individuals in the
above capacities as responsible individuals. One or more Deputy Town Engineers
or Traffic Engineers may be designated by the responsible individuals upon
approval of the Town.
11. 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.
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12. 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: Town of Los Gatos
Planning Department
P.O. Box 949
Los Gatos, CA 95031
To Consultant: Willdan Associates
6140 Stoneridge Mall Road
Suite 340
Pleasanton, CA 94588
or personally delivered to Consultant to such address or such other address as
Consultant designates in writing to Town.
13. 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. 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.
14. 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 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
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promptly sever this employment relationship.
15. Equal Employment OpportunitX. 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.
16. Insurance.
A. Minimum Scope of Insurance:
Consultant agrees to have and maintain, for the duration of the
contract, General Liability insurance policies insuring him /her and
his /her firm to an amount not less than: one million dollars
($1,000,000) combined single limit per occurrence for bodily injury,
personal injury and property damage with a two million dollar
($2,000,000) aggregate for liability arising out of this Agreement.
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. General Liability:
The Town, its officers, officials, employees and Town designated
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.
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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 Town designated 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 Town designated 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 items 16.A.i, ii and iii
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.
17. 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
willful misconduct or a negligent act or omissions of the Consultant, or any of the
Consultant's officers, employees, or agents or any subconsultant. Town shall save,
keep and hold harmless, indemnify, and defend Consultant, its officers and
employees from all damages, liabilities, penalties, costs, or expenses in law or
equity that may arise or be set up because of damages to property or personal
injury received by reason of, or in the course of Consultant's performance under
this Agreement that is not proximately caused by willful misconduct, negligent acts
or omissions, breach of this Agreement, or violation of law by the Consultant or
its officers, employees, agents, or subconsultants, or conduct by one or more of
these persons for which strict liability is imposed by State or Federal law.
18. Waiver. No failure on the part of either party to exercise any right or remedy
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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.
19. 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.
20. 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.
21. 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.
22. 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.
23. 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:
ame
Title
Approved as to Form:
Larry E. Anderson, Town Attorney
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