01 Staff Report - Environmental Consultants to the TownN MEETING DATE: 09102108
! ITEM NO.
COUNCIL AGENDA REPORT
DATE: August 26, 2008
TO: MAYOR AND TOWN COUNCIL
FROM: GREG LARSON, TOWN MANAGER
SUBJECT: ADOPT A RESOLUTION AUTHORIZING THE TOWN MANAGER TO
ENTER INTO AGREEMENTS WITH GEIER & GEIER CONSULTING AND
STRELOW CONSULTING TO SERVE AS ENVIRONMENTAL
CONSULTANTS TO THE TOWN.
RECOMMENDATION:
Adopt a resolution authorizing the Town Manager to enter into an agreement with Geier & Geier
Consulting and Strelow Consulting to serve as environmental consultants to the Town.
BACKGROUND:
On June 1 2, 2008, the Town distributed a Request for Proposal (RFP) for environmental consultants
to seven firms that have a proven record of providing highly qualified environmental services to local
agencies. Three proposals were received and the candidates were all interviewed by representatives
of the Town. The review panel concluded that the current environmental consultant, Geier & Geier
Consulting, and a second firm, Strelow Consulting, were best qualified to meet the needs of the
Town.
DISCUSSION:
Environmental consultants serve in a similar capacity to the Town geotechnical, arborist and
architectural consultants. When environmental review is required for a project, the following steps
are taken:
• Negative Declaration (ND) fee and Initial Study (IS) deposit paid by applicant
• Purchase Order obtained from Finance
PREPARED BY: Bud N. Lortz, Dir ctor o ommunity Development
Reviewed by: Assistant Town Manager 4 Town Attorney Clerk finance
Community Development Revised: 8126108 10:09 AM
Reformatted: 5130102
PAGE 2
MAYOR AND TOWN COUNCIL
SUBJECT: APPROVAL OF ENVIRONMENTAL CONSULTAN CONTRACTS
September 2, 2008
• Authorization to Proceed provided to consultant upon approval by the Director of
Community Development
• Project planner meets with consultant to present project and provide plans, supporting
documentation and technical reports
Consultant interacts with Town staff as needed to clarify codes, policies, applicable
development standards and/or guidelines and project issues (applicant interface is done by
Planning and Engineering staff)
• Consultant provides administrative draft IS and ND
• Two week review period by Town staff and any other reviewing agencies (e.g. Santa Clara
County Fire Department or Santa Clara Valley Water District)
• Following receipt of review comments, final IS and ND provided to Town for distribution for
public review
• Consultant bills Town for work
Typical tasks that the environmental consultant may be called on to provide include the following:
• Scoping meetings with staff for any referred projects that are not exempt from CEQA
Field visits and documentation of existing site conditions
• Interaction with Town staff as needed to clarify or discuss project issues
• Preparation of Initial Studies and Negative Declarations
• Preparation of Mitigation Monitoring Programs when required
• Attendance at public hearings as required
• Preparation of follow-up clarification letters or documentation for any Initial Studies or
Negative Declarations on an as needed basis
• Preparation of Environmental Impact Reports
Qualifications:
Geier & Geier Consulting (GGC) has been providing environmental services for 30 years and has
served as a consultant to the Town for the past 10 years. In that capacity GGC has prepared over 150
Initial Studies and Mitigated Negative Declarations for a variety of development applications. GGC
has also prepared Environmental Impact Reports for the Town, inclusive of the Shannon Valley
Ranch, Sobrato/Netflix and Shady Lane Planned Developments. The firm's areas of expertise
include environmental assessment and documentation, project planning and fiscal analysis.
Strelow Consulting has 27 years of experience in environmental analysis and has provided a wide
variety of environmental projects for a diverse range of projects. Principal Stephanie Strelow has
worked as a contract planner and environmental consultant to various jurisdictions in Santa Cruz,
Monterey and Santa Clara Counties. Ms. Strelow has prepared over 250 technical, environmental
and planning reports, including CEQA documents, EIRs mitigation monitoring programs and EIR
certification findings. References were highly complimentary of Ms. Strelow's work and stated that
she is an excellent consultant who is reliable, responsive and easy to work with, and that she has a
strong background in CEQA issues.
PAGE 3
MAYOR AND TOWN COUNCIL
SUBJECT: APPROVAL OF ENVIRONMENTAL CONSULTAN CONTRACTS
September 2, 2008
General Plan Compliance
The following General Plan policies and implementing strategies support the use of environmental
consultants:
L.P.8.5 Allow development only if it is environmentally suitable to such use.
L.I.8.15 Environmental Impact Reports: Staff should err on the side of requiring an
Environmental Impact Report to ensure adequate consideration of enviromnental
concerns associated with projects.
C.P.2.3 Consider the single and cumulative impacts on water drainage (runoff) and
contamination (water quality) in the environmental review process of development in all
areas but particularly in or adjacent to hillsides, riparian lands or important undeveloped
watershed areas.
N.I.1.6 Noise analysis: The Town as part of the Enviromnental Review process, shall require an
acoustical analysis of projects and all input related to noise levels shall use the adopted
standard of measurement.
ENVIRONMENTAL REVIEW:
Environmental review is not required as this is not a project as defined by the California
Environmental Quality Act.
FISCAL IMPACT:
Environmental assessment is a cost recovery process. Applicants pay a fee to the Town and are
responsible for consultant time and materials to prepare enviromnental documents. The current fee
for a Negative Declaration is $1,713 and the Initial Study deposit is $3,500.
CONCLUSION:
Staff reconnnends that the Council adopt the resolution (Attachment 1) authorizing the Town
Manager to enter into an agreement with Geier & Geier Consulting and Strelow Consulting to serve
as a environmental consultants to the Town.
Attachments:
1. Resolution with contracts attached
PAGE 4
MAYOR AND TOWN COUNCIL
SUBJECT: APPROVAL OF ENVIRONMENTAL CONSULTAN CONTRACTS
September 2, 2008
Distribution:
Geier & Geier Consulting, P. O. Box 5054, Berkeley, CA 94705-5054
Strelow Consulting, P. O. Box 2896, Santa Ciuz, CA 95063-2896
BNL: SD
N.-IDEVVSUZANNEI000NCILIREPORTS\FWD. TO TCWDVANCEOPLANNINGIENVTCONSULTANT.DOC
RESOLUTION 2008 -
RESOLUTION OF THE TOWN COUNCIL OF THE TOWN OF LOS GATOS
AUTHORIZING THE TOWN MANAGER TO EXECUTE AN AGREEMENT WITH
GEIER & GEIER CONSULTING AND STRELOW CONSULTING
FOR ENVIRONMENTAL ASSESSMENTA SERVICES TO THE TOWN
RESOLVED, that the Town of Los Gatos Town Council has determined that there is an on-
going need for environmental consulting services; and
RESOLVED, that the General Plan includes policies and implementing strategies supporting
this action; and
RESOLVED, that the Town of Los Gatos sent Requests for Proposals to seven Bay Area
environmental consulting firms; and
RESOLVED, that the Town received three proposals for environmental consulting services;
and
RESOLVED, that the most qualified consultants based on the proposals and interviews
conducted by Town staff and a review of work examples are Geier & Geier Consulting (GGC) and
Strelow Consulting; and
RESOLVED, that project managers Valerie Geier of GGC and Stephanie Strelow of Strelow
Consulting have applicable experience with peer review, working with small communities, and are
able to provide needed environmental review services to the Town; and
RESOLVED, by the Town Council that the TOWN OF LOS GATOS enter into an
agreement for services as an environmental consultant.
FURTHER RESOLVED, by the Town Council that the Town Manager is authorized and
directed to execute the agreements, attached hereto as Exhibits 1 and 2, for services as environmental
consultant on behalf of the TOWN OF LOS GATOS.
PASSED AND ADOPTED at a regular meeting of the Town Council held on the 2nd day of
September, 2008, by the following vote:
COUNCIL MEMBERS:
AYES:
NAYS:
ABSENT:
ABSTAIN:
SIGNED:
MAYOR OF THE TOWN OF LOS GATOS
LOS GATOS, CALIFORNIA
ATTEST:
CLERK ADMINISTRATOR OF THE TOWN OF LOS GATOS
LOS GATOS, CALIFORNIA
N:1DEVIRESOSIEN VIRONMENTALCONSULTANT-090208.DOC
AGREEMENT FOR CONSULTANT SERVICES
THIS AGREEMENT is entered into this day of , 2008, by and between the
Town of Los Gatos, State of California, herein called the "Town", and, Geier and Geier engaged in providing
environmental review services herein called the "Consultant".
RECITALS
A. To streamline the environmental review process and improve efficiency the Town, since 1998, has
retained an environmental consultant to conduct environmental assessments and prepare
environmental documents for Town projects.
B. The Town desires to engage Geier and Geier Consulting, Inc. to provide consulting services in
conjunction with this streamlining because of firms experience and qualifications to perform the
desired work.
C. The Consultant represents and affirms that it is qualified and willing to perform the desired work
pursuant to this Agreement.
AGREEMENTS
NOW, THEREFORE, THE PARTIES HERETO AGREE AS FOLLOWS:
1. Scope of Services. The Consultant shall provide the services as detailed below:
a. Attend a minimum of one preliminary scoping meeting with staff and additional meetings
with staff if necessary.
b. Visit the project site, document existing site conditions, identify issues and determine
whether additional technical studies are needed.
C. Recommend whether an Initial Study or EIR should be prepared.
d. Prepare a scope of work with cost estimate (if amount will exceed initial fee) and
schedule.
e. Consult with other Town departments and outside agencies as needed.
f. Prepare Initial Study and Negative Declaration and Notice of Intent to Adopt or Negative
Declaration. Provide 5 copies of the draft and 25 copies of the final draft. The consultant
shall also provide electronic copies of the final document in the approved work process
software at the time the final draft copies are delivered to the Town.
g. Prepare Mitigation Monitoring Programs, when required.
h. Attend a minimum of one Planning Commission and one Town Council meeting as
needed. Additional meetings will be authorized by the Community Development
Director on an "as needed basis", and the Town will be charged only for time and
materials. Funds to pay for additional meetings shall be provided by the applicant to the
Town prior to the meetings.
i. Prepare follow-up clarification letters to respond to public review comments and provide
documentation for any Initial Study or Negative Declarations as needed at no additional
Page I of 7
cost to the Town.
j. If an EIR is recommended as a result of the Initial Study or if significant evidence is
clearly evident that an EIR is warranted, the Community Development Director has the
discretion to choose one the following three options: 1) Ask the consultant for an
estimate to prepare the EIR based on a scope of work developed by the Community
Development Department; 2) Ask the Alternate Environmental consultant for an estimate
to prepare a scope of work developed by the Community Development Department; or 3)
Prepare a Request for Proposal for the EIR and solicit proposals from other consultants
and enter into a contract for its preparation. The requirements and scope of work for each
EIR shall be developed by the Planning Department on a case-by-case basis and shall be
incorporated into the contract for the EIR.
2. Time of Performance. The services of the Consultant are fixed for a five year period that will
connnence upon the execution of the contract and the Town. At the end of this period, should the
Town not renew the contract, the contract shall automatically expire. The individual time of
performance schedule for each project referred to the Consultant is required to be preformed as
outlined in the scope of work section of this contract.
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.
4. Sole Responsibility. Consultant shall be responsible for employing or engaging all persons necessary
to perform the services under this Agreement.
5. Information/Reoort 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. Prior to the Town authorizing the preparation of an Initial Study, the Community
Development Director will send the consultant an "Authorization to Proceed" letter. The consultant
shall sign the authorization and return it to the Town. Upon receipt of this letter, the Town of Los
Gatos shall compensate the firm on the following basis:
Page 2 of 7
a. A maximum of $3,500 per project (which maybe re-evaluated and modified at the beginning
of the new fiscal year upon written authorization of the Community Development Director)
for the preparation of an Initial Study, Negative Declaration, and/or Mitigation Monitoring
Plan. This shall include attendance at the meetings noted above, the specified number of
draft, final and electronic file copies, and follow up clarification letters or documentation
regarding the preparation of these documents.
b. Costs incurred by the consultant for additional tasks beyond the scope of work of the original
Initial Study or Negative Declaration that are not specifically required to clarify information
within the documents or clarify issues relating to the preparation of the environmental
assessment shall be authorized by the Town prior to the preparation of the analysis or
supplementary documents.
C. Cost for the preparation for an EIR shall be determined by a scope of work developed by the
Community Development Director on a project specific basis. The full cost of preparing the
EIR shall be borne by the project applicant.
7. Billing. Billing shall be accompanied by a detailed explanation of the work performed by whom at
what rate and on what date. Also, plans, specifications, documents or other pertinent materials shall
be submitted for Town review, even if only in partial or draft form.
Payment shall be net thirty (30) days. All invoices and statements to the Town shall reference the
Town's purchase order number and be addressed as follows:
Invoices:
Town of Los Gatos
Attn: Accounts Payable
P.O. Box 655
Los Gatos, CA 95030
Statements:
Town of Los Gatos
Attn: Finance Department
P.O. Box 655
Los Gatos, CA 95030
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.
9. Proj ect Manager. The Proj ect Managers for the Consultant for the work under this Agreement shall
be Valier Chew Geier, Principal or Fritz Geier, Principal.
10. 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.
11. Notices. Any notice required to be given shall be deemed to be duly and properly given if mailed
postage prepaid, and addressed to:
Page 3 of 7
To Town:
Bud Lortz, AICP
Community Development Director
Town of Los Gatos
Community Development Department
P.O. Box 949
Los Gatos, CA 95031
To Consultant:
Valerie Chew Geier
P.O. Box 5054
Berekely, CA 94705-5054
or personally delivered to Consultant to such address or such other address as Consultant designates
in writing to Town.
12. Independent Contractor. It is understood that the Consultant, in the performance of the work and
services agreed to be performed, shall act as and be an independent contractor and not an agent or
employee of the Town. As an independent contractor he/she shall not obtain any rights to retirement
benefits or other benefits which accrue to Town employee(s). With prior written consent, the
Consultant may perform some obligations under this Agreement by subcontracting, but may not
delegate ultimate responsibility for performance or assign or transfer interests under this Agreement.
Consultant agrees to testify in any litigation brought regarding the subject of the work to be
performed under this Agreement. Consultant shall be compensated for its costs and expenses in
preparing for, traveling to, and testifying in such matters at its then current hourly rates of
compensation, unless such litigation is brought by Consultant or is based on allegations of
Consultant's negligent performance or wrongdoing.
13. 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 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.
14. 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.
Page 4 of 7
15. Insurance.
A. Minimum Scope of Insurance:
i. Consultant agrees to have and maintain, for the duration of the contract, General
Liability insurance policies insuring him/her and his/her firm to an amount not less
than: one million dollars ($1,000,000) combined single limit per occurrence for
bodily injury, personal injury and property damage.
ii. Consultant agrees to have and maintain for the duration of the contract, an
Automobile Liability insurance policy ensuring him/her and his/her staff to an
amount not less than one million dollars ($1,000,000) combined single limit per
accident for bodily injury and property damage.
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.
B. General Liability:
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.
C. All Coverages: Each insurance policy required in this item shall be endorsed to state that
coverage shall not be suspended, voided, cancelled, reduced in coverage or in limits except
after thirty (30) days' prior written notice by certified mail, return receipt requested, has been
Page 5 of 7
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.
16. 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 to the extent caused by a
willful or negligent act or omissions of the Consultant, or any of the Consultant's officers,
employees, or agents or any subconsultant.
17. 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.
18. 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.
14, _Terinination of Agreement. The Town and the Consultant shall have the right to terminate this
agreement with or without cause by giving not less than thirty (30) 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
paragraph 6 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.
20. 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.
21. 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.
22. Entire Agreement. This Agreement constitutes the complete and exclusive statement of the
Agreement between the Town and Consultant. No terns, 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.
Page 6 of 7
IN WITNESS WHEREOF, the Town and Consultant have executed this Agreement as of the date indicated
on page one.
Consultant, by:
Valerie Chew Geier, Principal Geier and Geier
Town of Los Gatos by:
Greg Larson, Town Manager
Date:
Date:
Department Approval by:
Date:
Bud N. Lortz Director of Community
Development
Approved as to Form by:
Orry P. Korb, Town Attorney
Date:
ATTEST:
Town of Los Gatos, Los Gatos, California, by
Date:
Jackie Rose, Clerk Administrator
NADEVIAGREEMENTSICONSULTANT SERVICE AGREEMENT.GETER AND GEIER 8-08.DOC
Page 7 of 7
AGREEMENT FOR CONSULTANT SERVICES
THIS AGREEMENT is entered into this day of , 2008, by and between the
Town of Los Gatos, State of California, herein called the "Town", and, Strelow Consulting engaged in
providing environmental review services herein called the "Consultant".
RECITALS
A. To streamline the environmental review process and improve efficiency the Town, since 1998, has
retained an environmental consultant to conduct environmental assessments and prepare
environmental documents for Town projects.
B. The Town desires to engage Strelow Consulting, Inc. to provide consulting services in conjunction
with this streamlining because of firms experience and qualifications to perform the desired work.
C. The Consultant represents and affirms that it is qualified and willing to perform the desired work
pursuant to this Agreement.
AGREEMENTS
NOW, THEREFORE, THE PARTIES HERETO AGREE AS FOLLOWS:
Scope of Services. The Consultant shall provide the services as detailed below:
a. Attend a minimum of one preliminary scoping meeting with staff and additional meetings
with staff if necessary.
b. Visit the project site, document existing site conditions, identify issues and determine
whether additional technical studies are needed.
C. Recommend whether an Initial Study or EIR should be prepared.
d. Prepare a scope of work with cost estimate (if amount will exceed initial fee) and
schedule.
e. Consult with other Town departments and outside agencies as needed.
£ Prepare Initial Study and Negative Declaration and Notice of Intent to Adopt or Negative
Declaration. Provide 5 copies of the draft and 25 copies of the final draft. The consultant
shall also provide electronic copies of the final document in the approved work process
software at the time the final draft copies are delivered to the Town.
g. Prepare Mitigation Monitoring Programs, when required.
h. Attend a minimum of one Planning Commission and one Town Council meeting as
needed. Additional meetings will be authorized by the Community Development
Director on an "as needed basis", and the Town will be charged only for time and
materials. Funds to pay for additional meetings shall be provided by the applicant to the
Town prior to the meetings.
i. Prepare follow-up clarification letters to respond to public review comments and provide
documentation for any Initial Study or Negative Declarations as needed at no additional
cost to the Town.
Page 1 of 7
j. If an EIR is recommended as a result of the Initial Study or if significant evidence is
clearly evident that an EIR is warranted, the Community Development Director has the
discretion to choose one the following three options: 1) Ask the consultant for an
estimate to prepare the EIR based on a scope of work developed by the Community
Development Department; 2) Ask the Alternate Environmental consultant for an estimate
to prepare a scope of work developed by the Community Development Department; or 3)
Prepare a Request for Proposal for the E1R and solicit proposals from other consultants
and enter into a contract for its preparation. The requirements and scope of work for each
EIR shall be developed by the Planning Department on a case-by-case basis and shall be
incorporated into the contract for the EIR.
2. Time of Performance. The services of the Consultant are fixed for a five year period that will
commence upon the execution of the contract and the Town. At the end of this period, should the
Town not renew the contract, the contract shall automatically expire. The individual time of
performance schedule for each project referred to the Consultant is required to be preformed as
outlined in the scope of work section of this contract.
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.
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 farther 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. Prior to the Town authorizing the preparation of an Initial Study, the Community
Development Director will send the consultant an "Authorization to Proceed" letter. The consultant
shall sign the authorization and return it to the Town. Upon receipt of this letter, the Town of Los
Gatos shall compensate the firm on the following basis:
Page 2 of 7
a. A maximum of $3,500 per project (which maybe re-evaluated and modified at the beginning
of the new fiscal year upon written authorization of the Community Development Director)
for the preparation of an Initial Study, Negative Declaration, and/or Mitigation Monitoring
Plan. This shall include attendance at the meetings noted above, the specified number of
draft, final and electronic file copies, and follow up clarification letters or documentation
regarding the preparation of these documents.
b. Costs incurred by the consultant for additional tasks beyond the scope of work of the original
Initial Study or Negative Declaration that are not specifically required to clarify information
within the documents or clarify issues relating to the preparation of the environmental
assessment shall be authorized by the Town prior to the preparation of the analysis or
supplementary documents.
C. Cost for the preparation for an EIR shall be determined by a scope of work developed by the
Community Development Director on a project specific basis. The full cost of preparing the
EIR shall be borne by the project applicant.
7. Billing. Billing shall be accompanied by a detailed explanation of the work performed by whom at
what rate and on what date. Also, plans, specifications, documents or other pertinent materials shall
be submitted for Town review, even if only in partial or draft form.
Payment shall be net thirty (30) days. All invoices and statements to the Town shall reference the
Town's purchase order number and be addressed as follows:
Invoices:
Town of Los Gatos
Attn: Accounts Payable
P.O. Box 655
Los Gatos, CA 95030
Statements:
Town of Los Gatos
Attn: Finance Department
P.O. Box 655
Los Gatos, CA 95030
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.
9. Project Manager. The Project Managers for the Consultant for the work under this Agreement shall
be Stephanie Strelow, Principal.
10. Assi abilit and Subcontractin . 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.
11. Notices. Any notice required to be given shall be deemed to be duly and properly given if mailed
postage prepaid, and addressed to:
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To Town:
Bud Lortz, AICP
Community Development Director
Town of Los Gatos
Community Development Department
P.O. Box 949
Los Gatos, CA 95031
To Consultant:
Stephanie Strelow
P.O. Box 2896
Santa Cruz, CA 950632896
or personally delivered to Consultant to such address or such other address as Consultant designates
in writing to Town.
12. Independent Contractor. It is understood that the Consultant, in the performance of the work and
services agreed to be performed, shall act as and be an independent contractor and not an agent or
employee of the Town. As an independent contractor he/she shall not obtain any rights to retirement
benefits or other benefits which accrue to Town employee(s). With prior written consent, the
Consultant may perform some obligations under this Agreement by subcontracting, but may not
delegate ultimate responsibility for performance or assign or transfer interests under this Agreement.
Consultant agrees to testify in any litigation brought regarding the subject of the work to be
performed under this Agreement. Consultant shall be compensated for its costs and expenses in
preparing for, traveling to, and testifying in such matters at its then current hourly rates of
compensation, unless such litigation is brought by Consultant or is based on allegations of
Consultant's negligent performance or wrongdoing.
13. 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 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.
14. 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.
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15. 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.
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.
B. General Liability:
i. The Town, its officers, officials, employees and volunteers are to be covered as
insured as respects: liability arising out of activities performed by or on behalf of the
Consultant; products and completed operations of Consultant, premises owned or
used by the Consultant. 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.
C. All Coverages: Each insurance policy required in this item shall be endorsed to state that
coverage shall not be suspended, voided, cancelled, reduced in coverage or in limits except
after thirty (30) days' prior written notice by certified mail, return receipt requested, has been
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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.
16. 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 to the extent caused by a
willful or negligent act or omissions of the Consultant, or any of the Consultant's officers,
employees, or agents or any subconsultant.
17. 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.
18. 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.
19, 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 thirty (30) days written notice of
termination. hi 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
paragraph 6 hereto, unless such tennination 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.
20. 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.
21. 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.
22. 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.
Consultant, by:
Stephanie Strelow, Principal Strelow Consulting
Town of Los Gatos by:
Date:
Date:
Greg Larson, Town Manager
Department Approval by:
Date:
Bud N. Lortz Director of Community
Development
Approved as to Form by:
Date:
Orry P. Korb, Town Attorney
ATTEST:
Town of Los Gatos, Los Gatos, California, by
Date:
Jackie Rose, Clerk Administrator
N:IDEVIAGREEMENTSICONSULTANT SERVICE AGREEMENT. STRELOW 8-0 9.DOC
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