2002-158-Town Council Approving Agreement For Pro Consultation Services With Geomatrix Consultants Inc.RESOLUTION 2002 - 158
RESOLUTION OF THE TOWN COUNCIL
OF THE TOWN OF LOS GATOS
APPROVING AN AGREEMENT FOR PROFESSIONAL CONSULTANT SERVICES
WITH GEOIVIATRIX CONSULTANTS INC.
FOR GEOLOGY AND GEOTECHNICAL 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 Geomatrix Consultants
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
Geomatrix Consultants 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:
COUNCIL MEMBBRS
AYES.: Steven Blanton, Sandy Decker, Steve Glickman, .Joe Pirzynski,
Mayor Randy Attaway.
NAYS: None
ABSENT: None
ABSTAIN: None
SIGNED:
MAYOR OF TH TOWN OF GATOS
`~ ~ LOS GATOS, CALIFORNIA
ATTEST` / ~Q/~~-~-~ ~1
CLERK OF THE TOWN OF LOS ATOS
LOS GATOS, CALIhORNIA
.AGREEMENT FOR GEOTECHNICAL CONSULTANT 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 Geomatrix Consultants, 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 the Geology and Geotechnical 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 by Town, work on special studies or prof ects including. but not. limited
to: updating the Town's geologichazardsrnap, preparation ofgeologic/geotechnical
checklists for application packets, emergency response and coordination, assistance
with preparaton/revsion of hillside design guidelines, preparation of drawings and
specifications, monitoring of landslide hazards and litigation .support and expert
witness testimony.
III. When needed by Town, conduct field investigations, studies, and prepare reports
related to geotechnical hazards and develop recommendations for mitigation
measures.
Iv. When needed by Town, assist in the establishment and subsequent modification of
Town's geotechnical-related ordinances, design guidelines, policies, and development
fees.
Exhibit A
V. When needed by Town, attend meetings with Town staff,. public officials, community
.leaders, developers, contractors and the general public.
VI. 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.
VII. When needed by Town, attend Town Council, Planning Commission, and special
study session .meetings when geotechnical issues and project applications with
geotechnical considerations :are being considered.
VIII. As requested by Town, provide copies of draft and final draft work products of
reports :and studies prepared :for Town. Consultant shall provide electronic file
copies of these documents as needed.
Other 1Vliscellaneous .Services
IX. Town may occasionally have the need for other services not specifically listed in this
document that the consultant. has the necessary experience and capabilities to
provide. Town or Redevelopment Agencymay authorize consultantto 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.
3. Combliance 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 Townthat 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 legallyrequired 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 ResponsibilitX. Consultant shall be responsible for employing or .engaging all persons
necessary to perform the services. under this Agreement.
5. Information/ReportRandling. All documents furnished to Consultant by Town and all reports
and supportive data prepared by Consultant under this Agreement are Town's property and
shall be delivered to Town upon 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 s11a11 not make 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 acknowl~ ,es thatthe reports to be prepared by Coi pant 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 be accompanied by a detailed explanation of the 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 order number per invoice will be accepted. All invoices and 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 655
Los Gatos, CA 95030
Statements: Town of Los Gatos
Attn: Sandy Ortiz
P.O. Box 655
.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 Robert Wright.
9. Assn 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 ofTown.
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:
Robert Wright, Ph.D.
Principal Engineering Geologist
Geomatrix Consultants, Inc..
.2101 Webster Street - 12t'' Floor
Oakland, CA 94612
Phone: (510) 663-4100
or personally .delivered to Consultant to such address or such other address as Consultant
designates in writing to Town.
11. .Independent Contractor. Tt is understood that Consultant, inthe 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 benefitswhich accrue to Town employee(s). With prior written
consent, Consultant may perform some obligations underthis 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.
12. Conflict of Interest. Consultant understands that its professional responsibilities is solelyto
Town. Consultant has and shall not obtain any holding or interest within Town of Los Gatos.
Consultant has no business holdings or agreements with anyindividual member of Staff or
rnanagernent 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 OpportuntX. 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
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 Liabilityinsurance 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. General Liability:
I. Town, its officers, officials, employees and volunteers are to be covered as
insured as respects: liability arising out of activities performedby 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 liabilityinsurancerequired forprofessional 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 wthreporting 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{3 0) days' prior written notice by certified mail, return receipt
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 Clerk.
ID. 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..
1S. Indemnification ;onsultant shall save,lceep and hold ha~ ss 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 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.
17. 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 or Municipal Court of the County of Santa Clara.
18. Termination of Agreement. Town and Consultant shall have the right to terminate this
:agreement with or without cause by giving not less than fifteen (15) days written notice of
termination.. In the event of termination, Consultant shall deliver to Town all plans, files,
documents, reports, performed to date by 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 S ervices 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 of this Agreement
is effective unless made in writing and signed by Town and Consultant.
20. Disbutes. 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.
IN WITNESS ~ JBEOF, Town and Consultant have ex~ red this Agreement as ofthe date
indicated on page one (1).
Town of Los Gatos
Geomatrix, Consultants, 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 Forrn:
Orry P. Korb, Town Attorney
f-:
S \ /
~ ` GEOMATRIX CONSULTANTS, INC.
1 ~~~Iir~~~~BX
} SCHEDULE OF CHARGES
Effective January 25, 2002
The Schedule of Charges applies to all services provided by and/or through Geomatrix Consultants. Charges for our services are divided
into three categories: Personnel, Outside Services, and Equipment Rental/Reimbursables. The schedule of charges .may be revised
periodically, as conditions require.
PERSONNEL:
Personnel charges are for technical work, including technical typing, editing, and graphics involved in the preparation of reports and
correspondence and for the time associated with production of such documents. Direct charges are not made for secretarial service, .office
.management, accounting, andmaintenance, because hese items are included in overhead. Personnel category charge rates for Geomatrix
Consultants, Inc. are listed below. Regional and other factors may influence rates charged for certain .individuals. Rates for individuals will
be provided on request.
PERSONNEL CATEGORY HOURLY RATE
Principal Engineer/Scientist $1b5 - 275
Senior Decision Analyst 225 - 300
Decision Analyst 150 - 225
Senior Engineer/Scientist II 145 - 155
Senior Engineer/ScientistI 130 - 140
GIS Programmer/Web Designer II 135
GIS Programmer/Web Designer I 115
Project Engineer/ScientistII 115
Project Engineer/ScientistI 105
Staff Engineer/Scientist II 93
Staff Engineer/ScientistI 85
Senior Technician 77
Field Technician 72
CAD/Graphic :Designer ~ g5
.Project Assistant 63
Technical Editor 65
Support Staff 45
Time.spent in travel in the interest of the client will be charged at hourly rates, except that no .more than 8 hours of travel dime will be
charged in any day. When it is necessary for an employee to be :away from the office overnight, actual costs, or a negotiated rate, will be
charged for living expenses. A multiplier of 1.15 will be applied to all personnel expenses.
Charges for expert witness services will be atfhe hourly rates shown. However, for depositions and for court appearances, the rate is twice
the amount shown.. There will be a 4-hour minimum per-day charge for depositions and an 8-hour minimum per-day charge for court
appearances. Special accounting services will be billed at the Support Staff rate.
OUTSIDE .SERVICES:
Outside services will be charged at cost plus 15%. Common outside items to which this I.15 multiplier applies include: drilling services,
outside laboratory testing, equipment rental, printing and photographic work; special insurance, outside consultants, travel and
transportation, vehicle usage, and long-distance communications.
REI~IBITRSABLES:
Black & White Photocopies $0.15/sheet
.Facsimile copies $0.50/page
Specialized Computer Applications $25.00/hour
Field equipment, vehicles, specialized reproduction On request
INVOICES:
Invoices will be rendered at least monthly, either as a final or partial billing, and will be payable upon receipt. An additional late .payment
charge of 1 1/2%;permonth or the maximum charge allowed bylaw, whichever is less, will be payable on accounts not paid within 30 days
from billing date.
I:Uvtarket\I'rop2002\8449_G_Town of Los Gatos\Schedule of Charges.doc
Exhibit g