1985-097-Approving The Agreement With Wilbur Smith And Associates For Engineering ServicesRESOLUTION NO. 1985 -97
RESOLUTION APPROVING THE AGREEMENT WITH
WILBUR SMITH AND ASSOCIATES
FOR ENGINEERING SERVICES
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 an agreement with Wilbur
Smith and Associates (a copy of which is attached hereto) for engineering services,
and that the Mayor is authorized, and is hereby directed, to execute said agreement
in the name and in behalf of the TOWN OF LOS GATOS.
FURTHER RESOLVED, that the Town Clerk is hereby directed to record said
agreement with the County Recorder of Santa Clara County.
PASSED AND ADOPTED at a regular meeting of the Town Council of the Town
of Los Gatos held on 17th day of June 1985 by the
following vote:
AYES: COUNCIL MEMBERS Eric D. Carlson, Terrence J Daily Brent N
Ventura and Mayor Joanne Benjamin
NOES: COUNCIL MEMBERS None
ABSTAIN:
COUNCIL
MEMBERS
None
ABSENT:
COUNCIL
MEMBERS
Thomas J. Ferrito
ATTEST:
SIGNED:
R- OF L
ti
AGREEMENT
This agreement is made and entered into on , 1985 by the TOWN OF
LOS GATOS (TOWN) and WILBUR SMITH AND ASSOC IATES (WSA).
WHEREAS:
1. The TOWN desires to contract for the performance of engineering and related
services relative to the Town's Parking Program.
2. WSA is willing to perform such professional services upon the terms and
conditions herein set forth.
The parties do hereby agree as follows:
SERVICES TO BE PROVIDED
1. WSA will perform the services described in the document entitled "Preliminary
Engineering for the Downtown Los Gatos Parking Improvement Program" dated June
3, 1985, attached as Exhibit "A ".
2. The TOWN will provide all materials and services called for in Exhibit "A ".
3. Payment to WSA for services provided will be made monthly by TOWN based on
invoices received and approved prior to the Wednesday preceding the first Monday
of each month. WSA agrees to perform the described services for compensation
not to exceed Fifty -Two Thousand Nine Hundred Dollars ($52,900.00).
4. This contract may be terminated by either party. Termination would occur 30
days after mailing of a "Notice of Cancellation ".
TERMINATION
In the event of termination by either party, WSA shall be compensated for material
ordered or services authorized prior to certified receipt of notice of cancellation
whether or not such materials or services have actually been delivered, provided
that WSA are not themselves able to cancel such orders for materials or for services
of others. WSA shall make reasonable efforts and use due diligence to cancel such
orders for materials or services of others.
ASSIGNABILITY
WSA shall not assign or transfer interest in this contract except as authorized in
Exhibit "A" without the prior written consent of the TOWN.
AMENDMENT
It is mutually understood and agreed that no alteration or variation of the terms of
this contract shall be valid unless made in writing, signed by the parties hereto,
and approved by all necessary parties.
INSURANCE
WSA shall provide satisfactory evidence to TOWN that, during the term of this
agreement, WSA individually has the following coverages:
I. Comprehensive Automobile and Comprehensive General Liability Insurance,
including:
a. Bodily injury and property damage limits of not less than $1,000,000 each
occurrence;
b. Full Personal injury coverage, including but not necessarily limited to,
offenses generally categorized as Groups A, B and C;
C. Contractural liability coverage sufficiently broad so as to include the
liability assumed by the WSA in the indemnity or hold - harmless article
included in this agreement;
d. Extension of coverage to the TOWN as named or additional insured.
2. Worker's Compensation Insurance for employees of WSA and sub - contractor.
3. Error and omission insurance of not less than `1,000,000.00.
HOLDS
WSA agrees to defend, indemnify and hold TOWN, its boards, officers, agents, and
employees harmless of, from and against any claims, charges, damages, costs,
expenses (including attorney fees), judgments, liabilities or losses of any kind of
nature whatsoever which may be sustained or suffered by or secured against TOWN, its
boards, officers, agents, and employees by reason of bodily injury or property
damage arising from negligent acts or omissions of WSA or sub - contractor arising
from this agreement.
COMPLIANCE WITH TOWN CODE
WSA shall comply with all applicable provisions of the Town Code of the Town of Los
Gatos.
NOTICE
Notice required to be given to WSA shall be deemed to be duly and properly given if
mailed to WSA postage prepaid and addressed to:
Wilbur Smith and Associates
282 2nd Street, Second Floor
San Francisco, California 94105 -3189
or personally delivered to WSA at such address.
-2-
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:
APPROVED AS TO FORM:
/;
OW A I I OR
'�—
APPROVED AS TO CONTENT:
OWN MANAGER
Town Clerk
Town of Los Gatos
P.O. Box 949
Los Gatos, California 95031
-3-
TOWN OF LOS GATOS
OR OF E TOWN OF LOS O
WILBUR SMITH AND ASSOCIATES
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