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1992-107-Authorizing The Execution Of Agreements For Environmental Initial StudiesRESOLUTION 1992 -107 RESOLUTION OF THE TOWN COUNCIL OF THE TOWN OF LOS GATOS AUTHORIZING THE EXECUTION OF AGREEMENTS FOR ENVIRONMENTAL INITIAL STUDIES 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 bid. RESOLVED, by the Town Council of the Town of Los Gatos, County of Santa Clara, State of California, that the TOWN OF LOS GATOS enter into Agreement No. 1 for Environmental Initial Studies with Environmental Science Associates, Inc., and LSA Associates, Inc. RESOLVED, by the Town Council of the Town of Los Gatos, County of Santa Clara, State of California, that the TOWN OF LOS GATOS enter into Agreement No. 2 for Environmental Initial Studies and Negative Declarations with Geier and Geier Consulting, Inc. FURTHER RESOLVED, by the Town Council of the Town of Los Gatos, that the Town Manager is authorized and directed to execute the attached agreements for Environmental Initial Studies, in the name and in behalf of the TOWN OF LOS GATOS. C21 \CNCLRPTS \ENVIR0N.00N PASSED AND ADOPTED at a regular meeting of the Town Council held on the 15th day of June, 1992, by the following vote: COUNCIL MEMBERS: AYES: Randy Attaway, Steven Blanton, Brent N. Ventura, Vice -Mayor Joanne Benjamin NAYS: None ABSENT: Mayor Eric D. Carlson ABSTAIN: None SIGNED: V MAYOR OF THE N OF LOS GATOS L S GATOS, CALIFORNI ATTEST: CLERK OF THE TOWN OF LOS GATOS LOS GATOS, CALIFORNIA C21 \CNCLRPTS \ENVIR0N.00N Q TOWN CLERK f4 L: AG R. t AGREEMENT FOR INITIAL STUDIES SERVICES rzE" 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 & GEIER CONSULTING engaged in providing contracting services herein called the "Consultant ". JOU RECITALS I A. The Town is considering undertaking activities pursuant to the provisions in Title 14, California Administrative Code, Section 15000 et s sea. (Guidelines for Implementation of the California Environmental Quality Act) and California Public Resources Code Section 21000 et sea. (California Environmental Quality Act.) B. The Town desires to engage an Initial Studies Consultant to provide the following initial studies services in connection with determinations on the environmental effects of proposed projects or developments. AGREEMENTS NOW, THEREFORE, THE PARTIES HERETO AGREE AS FOLLOWS: 1. Scope of Services. The Consultant shall provide the following services: A. During the term of the contract the Consultant shall prepare initial studies, negative declarations and mitigated negative declarations as defined in Title 14, California Administrative Code, Section 15000 et sea. B. There is no promise of any maximum or minimum number of initial study assignments. During the term of the Agreement, the Consultant will prepare the initial studies, negative declarations and mitigated negative declarations as the Town requests. Further, the Consultant knows the Town may assign some or all initial studies to other Consultants. C. Projects will be assigned by the Town Planning Director (hereinafter "Planning Director ") and shall comply with Title 14, California Administrative Code, Section 15000 et sea, and will be due within thirty (30) days of assignment. D. If the Consultant cannot meet the project schedule or deadline he /she shall inform the Planning Director before accepting the assignment. If the Consultant delays the assignment in an unreasonable manner or causes a violation of any time requirement of any statute or regulation, the Town will notify the Consultant in writing and either reassign the assignment or give Page 1 of 7 written notice of termination pursuant to Item No., 5 of this Agreement. E. The Town will prepare an "Authorization to Proceed" for each assignment. The document shall be signed by the Planning Director or his designee and the Consultant. This document will provide information regarding the "specific project assigned ". F. The Consultant shall meet and consult with members of the Town staff, visit the project site, obtain information from the applicant and refer to all other reasonably available resources for the initial studies and negative declaration. In addition, the Consultant will attend one (1) daytime Development Review Committee (DRC) meeting pertaining to the specific project. G. The Consultant shall submit three (3) draft copies of a preliminary initial study and negative declaration draft to the Planning Director. The Planning Director, or his designee, will review the preliminary draft within fourteen (14) calendar days of receipt. The Consultant will then be advised by letter of any corrections or clarifications needed to complete the studies. H. The Consultant shall submit twenty -five (25) final copies of the following documents as minimum requirements of this Agreement (said documents to be on 8 -1/2" x 11" paper, three -hole punched and clipped together in separate packets): i. Completed initial study; ii. Either a recommended negative declaration or a list of subjects to which special attention should be given in either a mitigated negative declaration or in a draft environmental impact report; iii. If applicable, a monitoring program in a Town approved format; and iv. Any other supporting data used in the preparation of the above documents or other recommendation for review. 1. All final written documents and materials, as listed above, shall be submitted to the Office of the Planning Director by the Consultant within one week of receiving the Town's comments on the preliminary draft (as described in Item No. F). Only original photographs need to be submitted. 2. Time of Performance. The services of the Consultant are to commence upon the execution of this Agrement and Consultant will accept assignments made through June 30, 1993 and shall be undertaken and completed in such sequence as to assure their expeditions completion in light of the purposes of this Agreement and until written termination by one or both parties, or completion of services as set forth in Agreement. Page 2 of 7 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. Confidential Information. All data, documents, discussion or other information developed or received by or for the Consultant in performance of this Agreement are confidential and will not be disclosed to any person except as authorized by the Town Manager, Town Planning Director or their designee or as required by law. 5. Town Property. All materials and compilations of information produced by the Consultant specifically to perform this Agreement are and remain property of the Town regardless of whether such materials and compilations are required to be, or are, actually delivered to the Town. 6. Compensation. The compensation to be paid to the Initial Studies Consultant including both payment for professional services and any reimbursable expenses shall be a maximum of Twelve Hundred Dollars ($1,200) for each initial study. Payment shall be made at the Town's next issue of warrants following completion and delivery of the study and receipt of billing. Before accepting the assignment, the Consultant will provide the Planning Director a written estimate and cost breakdown of the amount of any anticipated extraordinary work and the Planning Director may either assign the work to another consultant or, under the direction of the Town Manager, negotiate a higher fee. If after commencement of work, the Consultant determines that additional services may be required to complete the assignment, the Consultant shall submit a written request to perform additional services with a concise breakdown of additional costs. The Planning Director will review the request and will either provide approval for the additional services and costs or advise the Consultant to continue without the additional work. In no case will the compensation amounts be more than those indicated without prior written notification and the subsequent approval by the Town. 7. 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. Page 3 of 7 8. Conflict of Interest. The Consultant must decline assignments on the grounds of conflict of interest when the Consultant: (1) has done work for the applicant for project approval within the preceding year, or is then doing or reasonably expects to do work for the applicant, or (2) when the Consultant has done, is doing or reasonably expects to do work for someone other than the Town concerning the project to be studied. For the purposes of this Item No. 8: (1) a sole proprietorship or business organization related to the Consultant is considered to be the same as the Consultant, and a sole proprietorship or business organization related to an applicant is considered to be the same as the applicant; and (2) past, present or future work for the Town itself is not grounds for disqualification when the project is one proposed to be performed by the Town. 9. Insurance. A. Minimum Scope of Insurance: Consultant agrees to have and maintain, for the duration of the contract, a General Liability insurance policy including errors and omission coverage 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. B. General Liability: i. The Town, its officers, officials, employees and volunteers are to be covered as insureds 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, or automobiles owned, leased, hired or borrowed by the Contract. 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 Page 4 of 7 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 be given to the Town. 10. Indemnification. The Consultant shall save, keep and hold harmless indemnify and defend the Town its officers, agent, employees and volunteers from all damages, 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 employees, or any subconsultant. The Town will not be held liable for any accident, loss or damage to the work prior to its completion and acceptance. 11. 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. 12. Governing Law. This Agreement, regardless of where executed, shall be governed by and construed to the laws of the State of California. 13. 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, the Consultant shall be paid for all satisfactory work, 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. 14. Entire Agreement. This Agreement constitutes the complete and exclusive statement of the Agreement between the Town and Consultant. No terms, conditions, understandings or this Agreement, unless hereafter made bound, shall be binding on either party. agreements purporting to modify or vary in writing and signed by the party to be Page 5 of 7 15. Execution. This Agreement may be executed in several counterparts each of which shall constitute one and the same instrument and shall become binding upon the parties when at least one copy, here of shall have been signed by both parties hereto. In proving this agreement, it shall not be necessary to produce or account for more than one such counterpart. 16. Notices. Any notice required to be given to Consultant shall be deemed to be duly and properly given if mailed to Consultant postage prepaid, and addressed to: or personally delivered to Consultant as such address or such other address as Consultant designates in writing to Town. Any notice required to be given to Town shall be deemed to be duly and properly given if mailed to Town, postage prepaid, and addressed to: Town of Los Gatos Engineering Department P.O. Box 949 Los Gatos, California 95031 or personally delivered to Town at such address of such other as Town may designate in writing to Consultant. Page 6 of 7 IN WITNESS WHEREOF, the Town and Consultant have executed this Agreement as of the date indicated on page one (1). Town of Los Gatos W. David W. Knapp, Town Manager Town of Los Gatos ATTEST: Clerk of the Town of Los Gatos, Los Gatos, California Consultant APPROVED AS TO FORM: M a V. sgrove, Town Clerk Kath 'ne Anderton, Town Attorney Lt 0 \contract\init.std Page 7 of 7 TOWN CLERK rk- I h, AGREEMENT FOR INITIAL STUDIES SERVICES ft THIS AGREEMENT is entered into this day of 19 ft 9� by and between the Town of Los Gatos, State of California, herein called the "Town ", and LSA ENVIRQNPIENTAT coNsin,T,.engaged in providing contracting services herein called the "Consultant ". RECITALS A. The Town is considering undertaking activities pursuant to the provisions in Title 14, California Administrative Code, Section 15000 gt se q. (Guidelines for Implementation of the California Environmental Quality Act) and California Public Resources Code Section 21000 et sea. (California Environmental Quality Act.) B. The Town desires to engage an Initial Studies Consultant to provide the following initial studies services in connection with determinations on the environmental effects of proposed projects or developments. AGREEMENTS NOW, THEREFORE, THE PARTIES HERETO AGREE AS FOLLOWS: 1. Scope of Services. The Consultant shall provide the following services: A. During the term of the contract the Consultant shall prepare initial studies, negative declarations and mitigated negative declarations as defined in Title 14, California Administrative Code, Section 15000 et sea. B. There is no promise of any maximum or minimum number of initial study assignments. During the term of the Agreement, the Consultant will prepare the initial studies, negative declarations and mitigated negative declarations as the Town requests. Further, the Consultant knows the Town may assign some or all initial studies to other Consultants. C. Projects will be assigned by the Town Planning Director (hereinafter "Planning Director ") and shall comply with Title 14, California Administrative Code, Section 15000 etetseg. and will be due within thirty (30) days of assignment. D. If the Consultant cannot meet the project schedule or deadline he /she shall inform the Planning Director before accepting the assignment. If the Consultant delays the assignment in an unreasonable manner or causes a violation of any time requirement of any statute or regulation, the Town will notify the Consultant in writing and either reassign the assignment or give Page 1 of 7 written notice of termination pursuant to Item No., 5 of this Agreement. E. The Town will prepare an "Authorization to Proceed" for each assignment. The document shall be signed by the Planning Director or his designee and the Consultant. This document will provide information regarding the "specific project assigned ". F. The Consultant shall meet and consult with members of the Town staff, visit the project site, obtain information from the applicant and refer to all other reasonably available resources for the initial studies and negative declaration. In addition, the Consultant will attend one (1) daytime Development Review Committee (DRC) meeting pertaining to the specific project. G. The Consultant shall submit three (3) draft copies of a preliminary initial study and negative declaration draft to the Planning Director. The Planning Director, or his designee, will review the preliminary draft within fourteen (14) calendar days of receipt. The Consultant will then be advised by letter of any corrections or clarifications needed to complete the studies. H. The Consultant shall submit twenty -five (25) final copies of the following documents as minimum requirements of this Agreement (said documents to be on 8 -1/2" x 11" paper, three -hole punched and clipped together in separate packets): i. Completed initial study; ii. Either a recommended negative declaration or a list of subjects to which special attention should be given in either a mitigated negative declaration or in a draft environmental impact report; iii. If applicable, a monitoring program in a Town approved format; and iv. Any other supporting data used in the preparation of the above documents or other recommendation for review. I. All final written documents and materials, as listed above, shall be submitted to the Office of the Planning Director by the Consultant within one week of receiving the Town's comments on the preliminary draft (as described in Item No. F). Only original photographs need to be submitted. 2. Time of Performance. The services of the Consultant are to commence upon the execution of this Agrement and Consultant will accept assignments made through June 30, 199$ and shall be undertaken and completed in such sequence as to assure their expeditions completion in light of the purposes of this Agreement and until written termination by one or both parties, or completion of services as set forth in Agreement. Page 2 of 7 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. Confidential Information. All data, documents, discussion or other information developed or received by or for the Consultant in performance of this Agreement are confidential and will not be disclosed to any person except as authorized by the Town Manager, Town Planning Director or their designee or as required by law. 5. Town Property. All materials and compilations of information produced by the Consultant specifically to perform this Agreement are and remain property of the Town regardless of whether such materials and compilations are required to be, or are, actually delivered to the Town. 6. Compensation. The compensation to be paid to the Initial Studies Consultant including both payment for professional services and any reimbursable expenses shall be a maximum of Twelve Hundred Dollars ($1,200) for each initial study. Payment shall be made at the Town's next issue of warrants following completion and delivery of the study and receipt of billing. Before accepting the assignment, the Consultant will provide the Planning Director a written estimate and cost breakdown of the amount of any anticipated extraordinary work and the Planning Director may either assign the work to another consultant or, under the direction of the Town Manager, negotiate a higher fee. If after commencement of work, the Consultant determines that additional services may be required to complete the assignment, the Consultant shall submit a written request to perform additional services with a concise breakdown of additional costs. The Planning Director will review the request and will either provide approval for the additional services and costs or advise the Consultant to continue without the additional work. In no case will the compensation amounts be more than those indicated without prior written notification and the subsequent approval by the Town. 7. 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. Page 3 of 7 8. Conflict of Interest. The Consultant must decline assignments on the grounds of conflict of interest when the Consultant: (1) has done work for the applicant for project approval within the preceding year, or is then doing or reasonably expects to do work for the applicant, or (2) when the Consultant has done, is doing or reasonably expects to do work for someone other than the Town concerning the project to be studied. For the purposes of this Item No. 8: (1) a sole proprietorship or business organization related to the Consultant is considered to be the same as the Consultant, and a sole proprietorship or business organization related to an applicant is considered to be the same as the applicant; and (2) past, present or future work for the Town itself is not grounds for disqualification when the project is one proposed to be performed by the Town. 9. Insurance. A. Minimum Scope of Insurance: i. Consultant agrees to have and maintain, for the duration of the contract, a General Liability insurance policy including errors and omission coverage 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. B. General Liability: The Town, its officers, officials, employees and volunteers are to be covered as insureds 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, or automobiles owned, leased, hired or borrowed by the Contract. 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 Page 4 of 7 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 be given to the Town. 10. Indemnification. The Consultant shall save, keep and hold harmless indemnify and defend the Town its officers, agent, employees and volunteers from all damages, 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 employees, or any subconsultant. The Town will not be held liable for any accident, loss or damage to the work prior to its completion and acceptance. 11. 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. 12. Governing I aw. This Agreement, regardless of where executed, shall be governed by and construed to the laws of the State of California. 13. 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, the Consultant shall be paid for all satisfactory work, 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. 14. Entire Agreement. This Agreement constitutes the complete and exclusive statement of the Agreement between the Town and Consultant. No terms, conditions, understandings or this Agreement, unless hereafter made bound, shall be binding on either party. agreements purporting to modify or vary in writing and signed by the party to be Page 5 of 7 15. Execution. This Agreement may be executed in several counterparts each of which shall constitute one and the same instrument and shall become binding upon the parties when at least one copy, here of shall have been signed by both parties hereto. In proving this agreement, it shall not be necessary to produce or account for more than one such counterpart. 16. Notices. Any notice required to be given to Consultant shall be deemed to be duly and properly given if mailed to Consultant postage prepaid, and addressed to: or personally delivered to Consultant as such address or such other address as Consultant designates in writing to Town. Any notice required to be given to Town shall be deemed to be duly and properly given if mailed to Town, postage prepaid, and addressed to: Town of Los Gatos Engineering Department P.O. Box 949 Los Gatos, California 95031 or personally delivered to Town at such address of such other as Town may designate in writing to Consultant. Page 6 of 7 IN WITNESS WHEREOF, the Town and Consultant have executed this Agreement as of the date indicated on page one (1). Town of Los Gatos lz— Ja"' — David W. Knapp, Town MaRager Town of Los Gatos ATTEST: Clerk of the Town of Los Gatos, Los Gatos, California Maiiinly o ove, To Clerk L70 \contract \init.std (: I ' L. s Itant APPROVED AS TO FORM: Ka erine Anderton, Town Attorney Page 7 of 7 AGREEMENT FOR INITIAL STUDIES SERVICES iuwh :.mac RK AGR:__ IHH: BID: THIS AGREEMENT is entered into this ; t :Ild day of 19x2, Cal by and between the Town of Los Gatos, State of ifornia, herein 'alle 'the "Town ", and N U 1 R 0.1 M E W T A L S C I E tJ C E ASSOC. engaged in providing contracting services herein called the "Consultant ". RECITALS A. The Town is considering undertaking activities pursuant to the provisions in Title 14, California Administrative Code, Section 15000 et sea. (Guidelines for Implementation of the California Environmental Quality Act) and California Public Resources Code Section 21000 et sea. (California Environmental Quality Act.) B. The Town desires to engage an Initial Studies Consultant to provide the following initial studies services in connection with determinations on the environmental effects of proposed projects or developments. AGREEMENTS NOW, THEREFORE, THE PARTIES HERETO AGREE AS FOLLOWS: i. Scope of Services. The Consultant shall provide the following services: A. During the term of the contract the Consultant shall prepare initial studies, negative declarations and mitigated negative declarations as defined in Title 14, California Administrative Code, Section 15000 et sea. B. There is no promise of any maximum or minimum number of initial study assignments. During the term of the Agreement, the Consultant will prepare the initial studies, negative declarations and mitigated negative declarations as the Town requests. Further, the Consultant knows the Town may assign some or all initial studies to other Consultants. C. Projects will be assigned by the Town Planning Director (hereinafter "Planning Director ") and shall comply with Title 14, California Administrative Code, Section 15000 et sea. and will be due within thirty (30) days of assignment. D. If the Consultant cannot meet the project schedule or deadline he /she shall inform the Planning Director before accepting the assignment. If the Consultant delays the assignment in an unreasonable manner or causes a violation of any time requirement of any statute or regulation, the Town will notify the Consultant in writing and either reassign the assignment or give Page 1 of 7 written notice of termination pursuant to Item No., 5 of this Agreement. E. The Town will prepare an "Authorization to Proceed" for each assignment. The document shall be signed by the Planning Director or his designee and the Consultant. This document will provide information regarding the "specific project assigned". F. The Consultant shall meet and consult with members of the Town staff, visit the project site, obtain information from the applicant and refer to all other reasonably available resources for the initial studies and negative declaration. In addition, the Consultant will attend one (1) daytime Development Review Committee (DRC) meeting pertaining to the specific project. G. The Consultant shall submit three (3) draft copies of a preliminary initial study and negative declaration draft to the Planning Director. The Planning Director, or his designee, will review the preliminary draft within fourteen (14) calendar days of receipt. The Consultant will then be advised by letter of any corrections or clarifications needed to complete the studies. H. The Consultant shall submit twenty -five (25) final copies of the following documents as minimum requirements of this Agreement (said documents to be on 8 -1 /2" x 11" paper, three -hole punched and clipped together in separate packets): i. Completed initial study; ii. Either a recommended negative declaration or a list of subjects to which special attention should be given in either a mitigated negative declaration or in a draft environmental impact report; iii. If applicable, a monitoring program in a Town approved format; and iv. Any other supporting data used in the preparation of the above documents or other recommendation for review. I. All final written documents and materials, as listed above, shall be submitted to the Office of the Planning Director by the Consultant within one week of receiving the Town's comments on the preliminary draft (as described in Item No. F). Only original photographs need to be submitted. 2. Time of Performance. The services of the Consultant are to commence upon the execution of this Agrement and Consultant will accept assignments made through June 30, 199,; and shall be undertaken and completed in such sequence as to assure their expeditions completion in light of the purposes of this Agreement and until written termination by one or both parties, or completion of services as set forth in Agreement. Page 2 of 7 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. Confidential Information. All data, documents, discussion or other information developed or received by or for the Consultant in performance of this Agreement are confidential and will not be disclosed to any person except as authorized by the Town Manager, Town Planning Director or their designee or as required by law. 5. Town Property. All materials and compilations of information produced by the Consultant specifically to perform this Agreement are and remain property of the Town regardless of whether such materials and compilations are required to be, or are, actually delivered to the Town. 6. Compensation. The compensation to be paid to the Initial Studies Consultant including both payment for professional services and any reimbursable expenses shall be a maximum of Twelve Hundred Dollars ($1,200) for each initial study. Payment shall be made at the Town's next issue of warrants following completion and delivery of the study and receipt of billing. Before accepting the assignment, the Consultant will provide the Planning Director a written estimate and cost breakdown of the amount of any anticipated extraordinary work and the Planning Director may either assign the work to another consultant or, under the direction of the Town Manager, negotiate a higher fee. If after commencement of work, the Consultant determines that additional services may be required to complete the assignment, the Consultant shall submit a written request to perform additional services with a concise breakdown of additional costs. The Planning Director will review the request and will either provide approval for the additional services and costs or advise the Consultant to continue without the additional work. In no case will the compensation amounts be more than those indicated without prior written notification and the subsequent approval by the Town. 7. 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. Page 3 of 7 8. Conflict of Interest. The Consultant must decline assignments on the grounds of conflict of interest when the Consultant: (1) has done work for the applicant for project approval within the preceding year, or is then doing or reasonably expects to do work for the applicant, or (2) when the Consultant has done, is doing or reasonably expects to do work for someone other than the Town concerning the project to be studied. For the purposes of this Item No. 8: (1) a sole proprietorship or business organization related to the Consultant is considered to be the same as the Consultant, and a sole proprietorship or business organization related to an applicant is considered to be the same as the applicant; and (2) past, present or future work for the Town itself is not grounds for disqualification when the project is one proposed to be performed by the Town. 9. Insurance. A. Minimum Scope of Insurance: i. Consultant agrees to have and maintain, for the duration of the contract, a General Liability insurance policy including errors and omission coverage 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 insureds 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, or automobiles owned, leased, hired or borrowed by the Contract. 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 Page 4 of 7 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 be given to the Town. 10. Indemnification. The Consultant shall save, keep and hold harmless indemnify and defend the Town its officers, agent, employees and volunteers from all damages, 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 employees, or any subconsultant. The Town will not be held liable for any accident, loss or damage to the work prior to its completion and acceptance. 11. 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. 12. Governing I aw. This Agreement, regardless of where executed, shall be governed by and construed to the laws of the State of California. 13. 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, the Consultant shall be paid for all satisfactory work, 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. 14. Entire Agreement. This Agreement constitutes the complete and exclusive statement of the Agreement between the Town and Consultant. No terms, conditions, understandings or this Agreement, unless hereafter made bound, shall be binding on either party, agreements purporting to modify or vary in writing and signed by the party to be Page 5 of 7 15. Execution. This Agreement may be executed in several counterparts each of which shall constitute one and the same instrument and shall become binding upon the parties when at least one copy, here of shall have been signed by both parties hereto. In proving this agreement, it shall not be necessary to produce or account for more than one such counterpart. 16. Notices. Any notice required to be given to Consultant shall be deemed to be duly and properly given if mailed to Consultant postage prepaid, and addressed to: or personally delivered to Consultant as such address or such other address as Consultant designates in writing to Town. Any notice required to be given to Town shall be deemed to be duly and properly given if mailed to Town, postage prepaid, and addressed to: Town of Los Gatos Engineering Department P.O. Box 949 Los Gatos, California 95031 or personally delivered to Town at such address of such other as Town may designate in writing to Consultant. Page 6 of 7 IN WITNESS WHEREOF, the Town and Consultant have executed this Agreement as of the date indicated on page one (1). Town of Los Gatos 1/e P✓, y David W. Knapp, Town an Consultant Town of Los Gatos ATTEST: APPROVED AS TO FORM: Clerk of the Town of Los Gatos, Los Gatos, California Mia ove, To Cler Kat rine Anderton, Town Attorney L 7 0 \contract \i nit. std Page 7 of 7