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2002-159 TOWN COUNCIL APPROVING AGREEMENT FOR PRO CONSULTANT SERVICES WITH CSA INC.RESOLUTION 2002 - 159 RESOLUTION OF THE TOWN COUNCIL OF THE TOWN OF LOS GATOS APPROVING AN AGREEMENT FOR PROFESSIONAL CONSULTANT SERVICES WITH CSA, INC. FOR GEOLOGY AND GEO'TECIINICAL PEER REVIEW FOR PRIVATE DEVELOPMENT PROJECTS WHEREAS., it is necessary for the Council to secure professional consultant services to provide assistance to the Town in the implementation of tasks related to the geology and geotechnical peer review for private development projects; and WHEREAS, the Town Council has selected the firm of CSA, Inc. to provide professional services in connection with the geology and geotechnical peer review for :private development projects; and NOW,'THEREFORE, IT IS RESOLVED that the Town Council of the Town of Los Gatos hereby approves the attached Agreement (Exhibit A) for Professional Services with CSA, Inc. to provide professional services in .connection with the geology and geotechnical peer review for private .development projects; and BE IT FURTHER RESOLVED that the Town Manager is hereby authorized and directed to execute said agreement on behalf of the Council. PASSED AND ADOPTED at a regular meeting of the Town Council of the Town of Los Gatos held on the 7"' day of October, 2002, by the following vote: AYES.: Steven Blanton, Sandy Decker, Steve Glickman, Joe Pirzynski, Mayor Randy Attaway NAYS: None ABSENT: None ABSTAIN:. None SIGNED: MAYOR OF THE WN OF L GATOS LOS GATOS, CALIFORNIA ATTEST: ~~~-C.~,~--t~~ C~ CLERK OF r~'1-IE TOWN? OF LOS GATOS ~ LOS GATOS, CALIFORNIA AGREElYII T FOR GEOTECHNICAL CONSU: 'ANT SERVICES THIS AGREEMENT is entered into this day of October , 2002, by and between Town of Los Gatos, State of California, herein called "Town", and CSA, INC., engaged in providing Geology and Geotechnical consulting services .herein called "Consultant." RECITALS A. Town is considering undertaking activities to PROVIDE GEOLOGY AND GEOTECHNICAL SERVICES FOR TOWN OF LOS GATOS. B. Town .:desires to engage a Geotechnical consultant to provide consulting services to review, analyze, and comment on development projects; prepare geotechnical analyses and reports;. conduct peer review of outside Geotechnical consultant .reports, and staff public meetings because of Consultant's experience and qualifications to perform the desired work. C. 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. Consultant shall provide geology and geotechncal peer review services as requested by the Town. Administrative Duties I. When needed by Town, assess the potential geotechnical impacts associated with proposed development and redevelopment projects. This shall include evaluating geotechnical reports and/or identifying mitigation measures and recommending requirements and conditions of approval. The reviews shall be based on the criteria used by Santa Clara County in their peer review process. II. When needed byTown, attendmeetings with Town taff, public officials, community leaders, developers, contractors and the general public. III. When needed by Town, advise, support and assist Town departments, committees, commissions, and Town Council. In addition, act as a liaison between Town :and Federal, State, and Regional agencies. IV. When needed by Town, attend Town meetings when geotechnical issues and project applications with geotechnical considerations are being considered. V. As requested byTown, provide copies of draft and final draft work products of reports and studies prepared for Town. Consultantshallpmvide electronic file copies of these documents as needed. Exhibit A Other Miscella( us Services VI. Town may occasionally have the need for other services not specifically listed in this documentthat the consultant has the necessary experience and capabilities to provide. Town or Redevelopment Agency may authorize consultant to perform such selected services on an as-needed basis. 2. Time of Performance. The services of Consultant are for the period of October 14, 2002 to June 30, 2003. The Town will review the consultants performance at the end of the contract period and will have the option of renewing the contract. 'Should Town not renew a contract, the award and authorization of the contract shall automatically expire. Town shall give Consultant at least 15 days notice, prior to the cancellation or expiration of the contract. Compliance with Laws. 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 14 of the Code of 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/ReportRandling. All documents furnishedto Consultant by Town and allreports and supportive data prepared by Consultant under this Agreement are Town's property and shall be delivered to Townupon the completion of Consultant's services or at 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 Town to the public, and Consultant shall not male any of the these documents or information available to any individual or organization not employed by consultants by Consultant or Town without the written consent of Town before such release. Town acknowledges that the reports to be prepared by 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 Consultant in connection with other projects shall be solely at Town's :risk, unless Consultant expressly .consents to such use in writing. Town further agrees that it will not appropriate any methodology or technique of Consultant which is :and has been confirmed in writing by Consultant to be a trade secret of Consultant. 6. Compensation. Compensation for Consultant's professional services shall be based upon Town authorization for each peer review. Billing for each peer review shall be based on the Consultant's Schedule of Charges (attached hereto as Exhibit "B" and incorporated by reference herein). Billing shall b~( companied by a detailed explanation d ;Ze work performed by whom at what rate and. on what date. Billing invoices submitted for payment. must reference Town Purchase Order Number, and if applicable, the appropriate project address and Town Application Number (e.g. ). 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. Only one {1) purchase ordernumberper invoice will be accepted. All invoicesand statements to Town shall :reference Town's purchase order number and be addressed as follows: Invoices: Town of Los Gatos Attn: Accounts Payable P,O. Box 65.5 Los Gatos, CA 95030 Statements: Town of Los Gatos Attn: Sandy Ortiz P.O. Box 65.5 Los Gatos, CA 95030 7. Availability of Records. Consultant shall maintain the records supporting this billing for not less than three (3) years following completion of the work under this Agreement. Consultant shall .make these records :available to authorized personnel of Town at Consultant's offices during business hours upon written request of Town. 8. Project Manager. The Project Manager for Consultant .for the work under this Agreement shall be Ted:Sayre. . 9. Assi ng_ ability and Subcontracting. The services to be performed under this Agreement are unique :and personal to Consultant. No portion. of these services shall be assigned or subcontracted without the written consent of Town. 10. Notices. Any notice required to be given shall be deemed to be duly and properly given if mailed postage prepaid, and addressed to: To Town: John E. Curtis Director of Parlcs and Public Works Town of Los Gatos P. O. Box 949 Los Gatos, CA 95030 Phone: (408) 399-5774 To Consultant: William Cotton President CSA, Inc. 330 Village Lane Los Gatos, CA 95030 Phone: (408) 354-5542 or personally delivered to Consultant to such address or such other address as Consultant designates in writing to Town. 11. Independent Contractor. It is understood that 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 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, 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 agrc~ to testify in any litigation brought regd~ ng 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. 12. Conflict of Interest. Consultant understands that its professional responsibilities is solely to Town. Consultant has and shall not obtain any holding or interest within Town of Los Gatos. Consultant has no business holdings or agreements with any individual member of Staff or .management of 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 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 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 Town's .sole discretion, sever :any such employment relationship. 13. 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. 14. 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 amountnot 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 Town all certificates of insurance, with original endorsements effecting coverage. Consultant agrees that all certificates and endorsements are to be received and approved by 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. Genera( ability: I. Town, its officers, officials, employees and volunteers are to be covered as insured as respects: liability arising out ofactivities performed by or on behalf of Consultant; products and completed operations of Consultant, premises owned or used by Consultant. This .requirement does not apply to the professional liability insurance required forprofessonal errors and omissions. ii. Consultant's insurance coverage shall be primary.insurance as respects Town, its officers, officials, employees and volunteers. .Any insurance or self-insurances maintained by Town, its officers,. officials, employees or volunteers shall be excess of 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 Town, its officers, officials, employees or volunteers. iv. 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, canceled, .reduced in coverage or in limits except after thirty (30) days' prior written notice by certfiedmail, returnreceipt requested, has been given to Town. Current certification of such insurance .shall be kept on file at all times during the term of this agreement with Town Cierk. 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 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. 15. Indemnification. Consultant shall save, keep and hold harmless indemnify and defend 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 'Consultant, or any of Consultant's officers, employees, or .agents or any sub-consultant. 16. Waiver. No failure on the part of either party to exercise anyright 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.. 17. Governin Law. This Agreement, regardless of where executed, shall be governed by and construed to the laws of the State of California. Venue for :any action regarding this Agreement shall be in the Superior or Municipal Court of the County of Santa Clara. 18. Termination o~ _~reement. Town and Consultant sha(, .ave 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, Consultant shall deliver to Town all plans, files, documents, reports, performed to dateby 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 Town bears to completed services contemplated under this Agreement pursuant to the noted Scope of Services and Exhibit A hereto, unless such termination is made for cause, in which event, compensation, if any, shall be adjusted in light of the particular .facts and circumstances involved in such termination. 19. Amendment. No modification, waiver, mutual termination, or amendment ofthis Agreement is effective unless made in writing and signed by Town and Consultant. 20. 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. 21. .Entire Agreement. This. Agreement, including Exhibits A, constitutes the complete and exclusive statement of the Agreement between 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. i IN WITNESS WHEREOF, Town and Consultant have executed this Agreement as of the date indicated on page one (1). Town of Los Gatos CSA, Inc. Debra J. Figone, Town Manager Town of Los Gatos Recommended by; John E. Curtis Director of Parks and Public Works ATTEST: Clerk of Town of Los Gatos, Los Gatos, California .Marian V. Cosgrove, Town Clerk Approved as to Form: Orry P. Korb, Town Attorney r~~ ~_ _ ~. ^r ~ ~~ F. SCHEDULE OF BILLING RATES .~ .2002 FY Fees for The Town of .Los Gatos: Personnel Charges Principal Geologist/Engineer $150.00/hr. .Supervising Geologist/Engineer $120.00/hr. Senior Geologist/Engineer $100.00/hr. Staff Geologist/Engineer $ 85.00/hr. Word Processor/Clerical No Charge ' Approximately 70% to 80% of the geologic and geotechncal review procedure will be , completed by.' a Supervising, Senior, or Staff Geologist/Engineer .($85.00/hr. #o `$120.00/hr.), with the remainder of project evaluation completed by a Principal w Geologist/Engineer ($150.00/hr.). The .indicated fees reflect an approximate 30 percent reduction .from .our 2002 .Schedule of Charges for private clients. We are able to offer the Town this discount because the ongoing work generated from a Town Geotechnical Consultant agreement typically proceeds without significant proposal costs. In addition, such consulting work does not involve us directly as a design professional for proposed A a structures, and consequently results in somewhat reduced liability exposure. '0. s r ;~ ;: e Exhibit B -a~ COTTON, SHIRES & ASSOCIATES, INC.