Attachment 1TOWN OF LOS GATOS
DEPARTMENT OF PARKS AND PUBLIC WORKS
41 MILES AVENUE, LOS GATOS, CA 95030
REQUEST FOR PROPOSALS
Comprehensive Downtown Parking Analysis
PROPOSAL SUBMITTAL DEADLINE:
DATE: January 31, 2019
TIME: 1:00 pm
Submit by email to: mmorley@losgatosca.gov
ATTACHMENT 1
RFP – Parking Study – Los Gatos Page 2
REQUEST FOR PROPOSALS
1. INTRODUCTION
The Town of Los Gatos is issuing this RFP for a comprehensive study of the Town’s
Downtown Parking. The study will include a full review of existing conditions, past
parking discussions and policies, outreach to stakeholders, data collection and analysis, and
suggested strategies for managing parking in the future. The Town has the following goals
for downtown parking:
Provide a customer friendly experience;
Optimize utilization;
Maintain the small-town charm;
Achieve a park once solution; and
Support an economically vibrant downtown.
2. ATTACHMENTS
The attachments below are included with this RFP.
Attachment A – Project Background and Project Components
Attachment B – Town of Los Gatos Standard Agreement
3. INSTRUCTIONS TO PROPOSERS
3.1 Pre-proposal Conference: None
3.2 Examination of Proposal Documents.
The submission of a proposal shall be deemed a representation and certification by
the Proposer that they:
3.2.1 Have carefully read and fully understand the information that was provided
by the Town to serve as the basis for submission of this proposal.
3.2.2 Have the capability to successfully undertake and complete the
responsibilities and obligations of the proposal being submitted.
3.2.3 Represent that all information contained in the proposal is true and correct.
3.2.4 Did not, in any way, collude, conspire to agree, directly or indirectly, with
any person, firm, corporation or other Proposer in regard to the amount,
terms or conditions of this proposal.
3.2.5 Acknowledge that the Town has the right to make any inquiry it deems
appropriate to substantiate or supplement information supplied by Proposer,
and Proposer hereby grants the Town permission to make these inquiries, and
to provide any and all related documentation in a timely manner.
3.3 No request for modification of the proposal shall be considered after its submission
on grounds that Proposer was not fully informed of any fact or condition.
RFP – Parking Study – Los Gatos Page 3
3.4 Questions
Any questions by the Proposer regarding this RFP or the attachments must be put in
writing and received by the Town no later than 5:00 p.m. on January 17, 2019.
Correspondence shall be addressed to:
Matt Morley
E-mail: mmorley@losgatosca.gov
The Town shall not be responsible for nor be bound by any oral instructions,
interpretations, or explanations issued by the Town or its representatives.
Responses from the Town to questions by any Proposer will be communicated in
writing to all recipients of this RFP. Questions received after the date and time
stated above will not be accepted or responded.
3.5 Addenda
Any addenda issued by Town shall be in writing, shall become a part of this RFP,
and shall be acknowledged and responded to by Proposer.
3.6 Submittal of Proposals
Proposals should be in electronic format. Printed copies are optional. All proposals
shall be submitted to:
Matt Morley
Department of Parks and Public Works
41 Miles Avenue
Los Gatos, CA 95030
E-mail: mmorley@losgatosca.gov
Proposals must be delivered no later than 1:00 pm on January 31, 2019. All
proposals received after that time will not be accepted.
The Proposer shall submit its proposal via email as a PDF attachment with the
email subject line: Comprehensive Downtown Parking Study. Verification of
receipt of proposal is the responsibility of the submitting firm.
3.7 Withdrawal of Proposals
A Proposer may withdraw its proposal at any time before the expiration of the time
for submittal of proposals as provided in the RFP by delivering a written request for
withdrawal signed by, or on behalf of, the Proposer.
4. RIGHTS OF THE TOWN OF LOS GATOS
This RFP does not commit the Town to enter into a contract, nor does it obligate the Town
to pay for any costs incurred in preparation and submittal of proposals or in anticipation of
a contract. The Town reserves the right to:
▪ Make the selection based on its sole discretion;
▪ Reject any and all proposals;
RFP – Parking Study – Los Gatos Page 4
▪ Issue subsequent Requests for Proposals;
▪ Postpone opening proposals for its own convenience;
▪ Remedy errors in the Request for Proposals process;
▪ Approve or disapprove the use of particular subconsultants;
▪ Negotiate with any, all or none of the Proposers regarding project scope;
▪ Accept other than the lowest cost offer;
▪ Waive informalities and irregularities in the Proposals; and/or
▪ Enter into an agreement with another Proposer in the event the originally selected
Proposer defaults or fails to execute an agreement with the Town.
An agreement shall not be binding or valid with the Town unless and until it is executed by
authorized representatives of the Town and of the Proposer.
5. RFP TIMELINE
The Town intends to select a firm within thirty days following the submission deadline.
The Town may, at its own discretion, conduct interviews and other evaluations of some,
all, or none of the applicants prior to selection. The Town will select the firm that best
meets the needs of the Town.
RFP and Implementation Schedule (Tentative):
Public release of Request for Proposal December 11, 2018
Questions from Proposer January 18, 2019 by 5:00 pm
Deadline for Proposal Submittals January 31, 2019 by 1:00 p.m.
Interview (if required) February 18-22
Selection of top rated firms for scope refinement February 26, 2019
Notice of Award (approximate) March 5, 2019
Council Approval of Contract (tentative) March 19, 2019
Notice to Proceed March 21, 2019
Complete Analysis and Reporting September 30, 2019
6. INFORMATION TO BE SUBMITTED
These guidelines govern the format and content of the proposal. The intent of the RFP is to
encourage responses that clearly communicate the Proposer’s understanding of the Town’s
requirements and the firm’s ability to meet those requirements.
In addition to the items included within this RFP, including Attachments A and B, the
proposal should include the following information referenced by letter for ease of
identification:
A. Details of the firm’s experience and qualifications, including any unique
qualifications of the firm.
B. Examples of projects with similar scope for similar size jurisdictions, including
reference contacts.
C. Resumes and other relevant information specific to the project team.
C-1. Identify the project lead and the percentage of time the Town can expect to
RFP – Parking Study – Los Gatos Page 5
interact with each team member.
C-2. Provide links to presentations to governing bodies by the project lead and the
project team.
D. Provide details on the approach to the project study incorporating:
D-1. Historical information provided on the Town’s website:
www.losgatosca.gov/parkingstudy
D-2. Information provided in Attachment A – Project Background and Project
Components
D-3. Other information to support evaluation of the RFP response per Section 7
below.
E. Provide a project schedule in a Gantt chart format.
E-1. The first day shall be the notice to proceed date and noted as Day 1 on the
schedule.
E-2. Include all milestones.
E-3. Clearly identify critical path elements.
E-4. Include recommendations for formal progress reports to staff, the Town’s
Transportation and Parking Commission, and the Town Council.
F. Identify any exceptions taken to Attachment B – Standard Agreement, per Item 8
below.
G. Provide your firm’s rate sheet that would apply to this project.
H. Additional supporting documentation as the proposer’s discretion.
7. Evaluation Criteria
In making the award, the Town will apply the following evaluation criteria:
Completeness and quality of the proposal.
Demonstrated understanding of the project.
Technical approach to the project.
Outreach and engagement plan.
Experience of the project team.
Completion of similar projects.
Cost proposal (to be submitted later).
The top-rated firm(s) will meet with Town staff to discuss and develop a final scope of
services. The consultant firms will have seven days to provide project costs. The cost
proposal shall include all labor costs, overhead costs, sub-consultant costs, and an
itemized list for estimated direct expenses. Costs must be shown in a matrix format, by
task grouping (as negotiated), and show hours per staff member, base labor rates, and
overhead and profit rates.
Upon receipt of the cost proposal, the Town will enter final negotiations with the top-
rated consulting firm. If the Town is unable to reach agreement with the top rated firm,
the Town may choose to negotiate with additional firms.
RFP – Parking Study – Los Gatos Page 6
8. CONTRACT TYPE AND METHOD OF PAYMENT
It is anticipated that the agreement resulting from this RFP, if awarded, will be an
Agreement for Services.
Proposers shall be prepared to accept the terms and conditions of the Agreement, including
Insurance Requirements. If a Proposer desires to take exception to the Agreement,
Proposer shall provide the following information of their submittal package.
▪ Proposer shall clearly identify each proposed change to the Agreement, including all
relevant Attachments.
▪ Proposer shall furnish the reasons for each proposed change, as well as specific
recommendations for alternative language.
The above factors will be taken into account in evaluating proposals.
The Town pays net 30 days of invoice for work performed.
9. INSURANCE REQUIREMENTS
The selected Proposer(s), at Proposer’s sole cost and expense and for the full term of the
agreement or any extension thereof, shall obtain and maintain, at a minimum, all of the
insurance requirements as outlined in the Town Standard Agreement.
All policies, endorsements, certificates and/or binders shall be subject to the approval of the
Town of Los Gatos as to form and content. These requirements are subject to amendment
or waiver, if so approved in writing by the Town of Los Gatos. The selected Proposer
agrees to provide the Town with a copy of said policies, certificates and/or endorsement
upon award of Agreement.
10. PUBLIC NATURE OF PROPOSAL MATERIAL
Responses to this RFP become the exclusive property of the Town of Los Gatos. At such
time as the Town awards a contract, all proposals received in response to this RFP become
a matter of public record and shall be regarded as public records, with the exception of
those elements in each proposal which are defined by the Proposer as business or trade
secrets and plainly marked as “Confidential,” “Trade Secret,” or “Proprietary.” The Town
shall not in any way be liable or responsible for the disclosure of any such proposal or
portions thereof, if they are not plainly marked as “Confidential,” “Trade Secret,” or
“Proprietary,” or if disclosure, in the Town’s sole discretion, is required under the
California Public Records Act as addressed below. Any proposal which contains language
purporting to render all or significant portions of the proposal “Confidential,” “Trade
Secret,” or “Proprietary” shall be regarded as non-responsive.
Although the California Public Records Act recognizes that certain confidential trade secret
information may be protected from disclosure, the Town of Los Gatos may determine, in
its sole discretion that the information that a Proposer submits is not a trade secret. If a
request is made for information marked “Confidential,” “Trade Secret,” or “Proprietary,”
the Town shall provide the Proposer who submitted the information reasonable notice to
allow the Proposer to seek protection from disclosure by a court of competent jurisdiction,
at the Proposer's sole expense.
RFP – Parking Study – Los Gatos Page 7
11. COLLUSION
By submitting a proposal, each Proposer represents and warrants that its proposal is
genuine and made in the interest of or on behalf of any person named therein; that the
Proposer has not directly induced or solicited any other person to submit a sham proposal
or any other person to refrain from submitting a proposal; and that the Proposer has not in
any manner sought collusion to secure any improper advantage over any other person
submitting a proposal.
12. DISQUALIFICATION
Factors, such as, but not limited to, any of the following, may disqualify a proposal without
further consideration:
▪ Evidence of collusion, directly or indirectly, among Proposers in regard to the amount,
terms or conditions of this proposal;
▪ Any attempt to improperly influence any member of the evaluation team;
▪ Existence of any lawsuit, unresolved contractual claim or dispute between Proposer and
the Town;
▪ Evidence of incorrect information submitted as part of the proposal;
▪ Evidence of Proposer’s inability to successfully complete the responsibilities and
obligations of the proposal; and
▪ Proposer’s default under any previous agreement with the Town.
13. NON-CONFORMING PROPOSAL
A proposal shall be prepared and submitted in accordance with the provisions of these RFP
instructions and specifications. Any alteration, omission, addition, variance, or limitation
of, from or to a proposal may be sufficient grounds for non-acceptance of the proposal, at
the sole discretion of the Town.
14. GRATUITIES
No person shall offer, give or agree to give any Town employee any gratuity, discount or
offer of employment in connection with the award of contract by the Town. No Town
employee shall solicit, demand, accept or agree to accept from any other person a gratuity,
discount or offer of employment in connection with a Town contract.
RFP – Parking Study – Los Gatos Attachment A Page A‐1
Downtown Parking RFP ‐ Project Background and Project Components
Background
Downtown Los Gatos is a regional destination for shopping, dining, and recreation. These
elements, combined with a high school that is geographically relevant to the downtown, have
created an ongoing discussion on parking needs. Public parking in downtown is free to the
public and managed through varied time limits which are enforced by Parking Control Officers.
In the past the Town has added parking capacity, conducted studies, explored additional
parking supply expansion, modified parking time limits, and implemented residential parking
permits. Documentation reflecting some of the work the Town has conducted in the past is
available at: www.losgatosca.gov/parkingstudy
Study Goals
The Town has the following goals for downtown parking:
1. Provide a customer friendly experience
2. Optimize utilization
3. Maintain the small‐town charm
4. Achieve a park once solution
5. Support an economically vibrant downtown
6. Achieve a balance between residential and non‐residential parking needs
The study should conduct a data driven analysis, utilizing the results from that data in the
creation of recommendations for implementation in the short, medium, and long‐term time
horizons.
The Town anticipates including the following sections in the analysis. The descriptions provided
here are introductory in nature and not in priority order.
High School Area Parking – Los Gatos High School provides education to grades 9‐12 and is an
open campus. The High School issues parking permits for the available on‐site parking spaces.
For a number of potential reasons, students park both on campus and in adjacent
neighborhoods. This has led to incremental expansion of the Town’s residential permit parking
program. The high school parking area is identified in the attached map, although parking has
spilled to the central downtown area. The study should examine and provide
recommendations for the high school area parking both with and without support from the
high school, including potential impacts any changes may have on the overall parking outlook.
Civic Center Area Parking – This area joins the high school area with the rest of the downtown
and begins the business parking areas. The study should consider available public and reserved
parking as well as employee parking in the area.
RFP – Parking Study – Los Gatos Attachment A Page A‐2
Downtown Area Parking – This area begins at the Main Street bridge and carries along
University Avenue and Santa Cruz Avenue from the southern Town limits to Highway 9. Parking
is managed through time limits with the heaviest demand spaces restricted with two‐hour time
limits and the lower demand areas having unlimited time. Several remote lots, including Miles
Avenue and the North lot provide capacity intended for all day parking.
One Way Street Pilot – The Town plans on implementing a one‐way street pilot during the
summer of 2019 for a period of four months. This pilot may change the parking dynamic.
Before and after information should be included in the analysis.
Permit Parking Areas – The Town has instituted on‐street permit parking in some residential
area, near the high school, and in limited parts of the commercial area. The study should
review and make recommendations on this program.
Enforcement – Downtown Parking is managed through the Town’s Parking Control Officers,
who report to the Police Department. Citations for parking infractions, including time limit
violations, parking in multiple spaces, illegal parking, etc. bring revenue to the Town but that
revenue is not necessarily a factor that will influence decisions.
Parking Data – The Town, through its Transportation and Parking Commission, has conducted
data counts on several occasions. Data counts targeted Tuesday, Thursday, Friday, and
Saturday at three time intervals – 10 a.m.; noon; and 2 p.m. Staff anticipates expanding the
counts through this study and anticipates the consultants will make recommendations on the
quantity and timing of the additional data counts for public and private parking.
Observed and Surveyed Parking Behavior – With the combination of high school, business,
recreational, and employee parking dynamics, the study should include an observed and
surveyed analysis of users and stakeholders. Provide information on how your team would
survey stakeholders and what can be learned through observation.
Opportunities for Change – Provide study analysis on changes the Town can make to current
parking management on a block by block basis. Include location specific details, program
geographic limits, feasibility, and rate, revenue, and cost estimates, etc. Areas for change
include paid parking, changes in time limits, changes in supply, changes in parking permit
programs, etc. Consider revenue and financing needs for implementation. Include stakeholder
input in the analysis.
Conclusion
Through the analysis, the Town anticipates a comprehensive report that provides a complete
discussion of inter‐related parking dynamics. The report should review input based on
collected data and stakeholder input, using that input to identify issues that the Town needs to
address and potential recommendations for Town consideration. The analysis should include
an understanding of current efforts and concerns, and must provide actionable
RFP – Parking Study – Los Gatos Attachment A Page A‐3
recommendations/changes with a pros and cons analysis for short, medium, and long‐term
implementation timeframes. Where capital investments are a part of the recommendation,
those investment costs should be included.
RFP – Parking Study – Los Gatos Attachment B Page B-1
AGREEMENT FOR CONSULTANT SERVICES
THIS AGREEMENT is made and entered into on ______________(DATE) by and between TOWN
OF LOS GATOS, a California municipal corporation, (“Town”) and ___________________ NAME OF
COMPANY, (“Consultant”), whose address is _____________ ADDRESS OF COMPANY. This
Agreement is made with reference to the following facts.
I. RECITALS
1.1 The Town desire to engage Consultant to provide BRIEF DESCRIPTION OF SERVICES TO BE
PERFORMED.
1.2 The Consultant represents and affirms that it is willing to perform the desired work
pursuant to this Agreement.
1.3 Consultant warrants it possesses the distinct professional skills, qualifications, experience,
and resources necessary to timely perform the services described in this Agreement.
Consultant acknowledges Town has relied upon these warranties to retain Consultant.
II. AGREEMENTS
2.1 Scope of Services. Consultant shall provide services as described in that certain NAME OF
DOCUMENT (EX: ENGAGEMENT LETTER, PROPOSAL, ETC.) sent to the Town on DATE
DOCUMENT SENT, which is hereby incorporated by reference and attached as Exhibit A. IF
NO DOCUMENT DESCRIBES SERVICES, then INSERT DESCRIPTION OF WHAT CONSULTANT
WILL BE DOING HERE.
2.2 Term and Time of Performance. This contract will remain in effect from _____ to
________. Consultant shall perform the services described in this agreement as follows:
ENTER DESCRIPTION OF SERVICE SCHEDULE.
2.3 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 shall maintain a Town of Los Gatos business license pursuant to
Chapter 14 of the Code of the Town of Los Gatos.
2.4 Sole Responsibility. Consultant shall be responsible for employing or engaging all persons
necessary to perform the services under this Agreement.
2.5 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
RFP – Parking Study – Los Gatos Attachment B Page B-1
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.
2.6 Compensation. Compensation for Consultant's professional services shall not exceed
$AMOUNT, inclusive of all costs. Payment shall be based upon Town approval of each
task.
2.7 Billing. Billing shall be monthly by invoice within thirty (30) days of the rendering of the
service and 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.
Payment shall be net thirty (30) days. All invoices and statements to the Town shall be
addressed as follows:
Invoices:
Town of Los Gatos
Attn: Accounts Payable
P.O. Box 655
Los Gatos, CA 95031‐0655
2.8 Availability of Records. Consultant shall maintain the records supporting this billing for not
less than three 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.
2.9 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.
2.10 Independent Contractor. It is understood that the Consultant, in the performance of the
work and services agreed to be performed, shall act as and be an independent contractor
RFP – Parking Study – Los Gatos Attachment B Page B-1
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.
2.11 Conflict of Interest. Consultant understands that its professional responsibilities are solely
to the Town. The Consultant has and shall not obtain any holding or interest within the
Town of Los Gatos. Consultant has no business holdings or agreements with any individual
member of the Staff or management of the Town or its representatives nor shall it enter
into any such holdings or agreements. In addition, Consultant warrants that it does not
presently and shall not acquire any direct or indirect interest adverse to those of the Town
in the subject of this Agreement, and it shall immediately disassociate itself from such an
interest, should it discover it has done so and shall, at the Town's sole discretion, divest
itself of such interest. Consultant shall not knowingly and shall take reasonable steps to
ensure that it does not employ a person having such an interest in this performance of this
Agreement. If after employment of a person, Consultant discovers it has employed a
person with a direct or indirect interest that would conflict with its performance of this
Agreement, Consultant shall promptly notify Town of this employment relationship, and
shall, at the Town's sole discretion, sever any such employment relationship.
2.12 Equal Employment Opportunity. Consultant warrants that it is an equal opportunity
employer and shall comply with applicable regulations governing equal employment
opportunity. Neither Consultant nor its subcontractors do and neither shall discriminate
against persons employed or seeking employment with them on the basis of age, sex,
color, race, marital status, sexual orientation, ancestry, physical or mental disability,
national origin, religion, or medical condition, unless based upon a bona fide occupational
qualification pursuant to the California Fair Employment & Housing Act.
III. INSURANCE AND INDEMNIFICATION
3.1 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.
RFP – Parking Study – Los Gatos Attachment B Page B-1
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.
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.
General Liability:
i. The Town, its officers, officials, employees and volunteers are to be covered
as insured as respects: liability arising out of activities performed by or on
behalf of the Consultant; products and completed operations of Consultant,
premises owned or used by the Consultant. This requirement does not
apply to the professional liability insurance required for professional errors
and omissions.
ii. The Consultant's insurance coverage shall be primary insurance as respects
the Town, its officers, officials, employees and volunteers. Any insurance or
self‐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.
iii. Any failure to comply with reporting provisions of the policies shall not
affect coverage provided to the Town, its officers, officials, employees or
volunteers.
iv. The Consultant's insurance shall apply separately to each insured against
whom a claim is made or suit is brought, except with respect to the limits of
the insurer's liability.
3.2 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.
RFP – Parking Study – Los Gatos Attachment B Page B-1
3.3 Workers’ Compensation. 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.
3.4 Indemnification. The Consultant shall save, keep, hold harmless and 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.
IV. GENERAL TERMS
4.1 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.
4.2 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 Court of the County of Santa Clara.
4.3 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 days (15) 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, 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.
4.4 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.
4.5 Disputes. In any dispute over any aspect of this Agreement, the prevailing party shall be
entitled to reasonable attorney's fees, including costs of appeal.
4.6 Notices. Any notice required to be given shall be deemed to be duly and properly
given if mailed postage prepaid, and addressed to:
RFP – Parking Study – Los Gatos Attachment B Page B-1
Town of Los Gatos
Attn: Town Clerk
110 E. Main Street
Los Gatos, CA 95030
CONSULTANT NAME
Attn:
ADDRESS HERE
or personally delivered to Consultant to such address or such other address as
Consultant designates in writing to Town.
4.7 Order of Precedence. In the event of any conflict, contradiction, or ambiguity between the
terms and conditions of this Agreement in respect of the Products or Services and any
attachments to this Agreement, then the terms and conditions of this Agreement shall
prevail over attachments or other writings.
4.8 Entire Agreement. This Agreement, including all Exhibits, constitutes the complete and
exclusive statement of the Agreement between the Town and Consultant. No terms,
conditions, understandings or agreements purporting to modify or vary this Agreement,
unless hereafter made in writing and signed by the party to be bound, shall be binding on
either party.
IN WITNESS WHEREOF, the Town and Consultant have executed this Agreement.
Town of Los Gatos by:
Laurel Prevetti, Town Manager
Recommended by:
Department Head
Consultant, by:
Title
Approved as to Form:
Robert Schultz, Town Attorney