2002-143-Approving Agreement For Professional Services With Nolte Associates Inc. In Connection With The Town Digital Map ProjectRESOLUTION 2002. -143
RESOLUTION OF'THE TOWN COUNCIL
OF THE TOWN OF LOS GATOS
APPROVING AN AGREEMENT FOR PROFESSIONAL SERVICES
WITH NOLTE ASSOCIATES, INC.
IN CONNECTION WITH THE TOWN DIGITAL MAP PROJECT - (PHASE 1) -
SURVEY CONTROL 1VIONUMENTS -PROJECT 03-24
WHEREAS, on June 3, 2002, the Town of the Town of Los Gatos adopted its
budget for the period 2002-2007; and
WHEREAS, the budget includes funding for the Town Digital Map Project -
(Phase 1) -Survey Control Monuments; and
WHEREAS,. it is necessary for the Council to secure professional services to
perform survey services in connection with the Town Digital Map Project; and
WHEREAS, the'Town Council has selected the firm of Nolte Associates, Inc.
to provide the necessary professional assistance to complete the Town Digital Map Project.
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
Nolte Associates, Inc. to complete the Town Digital Map Project.
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 3rd day of September, 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 OWN OF L S GATOS
LOS GATOS, CALIFORNIA
ATTEST:
~_~ C
CLERK OF' T~~IE TOWN OF S GATOS
LOS GATO.S; CALIFOINIA
_. {'.E' SIJ~ 03.` tl l~l`a :6,®YV iV 0.J.L:i~l~dA
~~II-I am,~---~-
AGREEMENT FOR ENGINEERING DESIGN CONS~,~'ANT .SERVICES
THIS AGREEMENT is entered into this day of ~'~~
_~
between the Town ofLos Gatos, State of California, herein called the~~~~',~nd "T~TOTi~-A~~,;,z~~, t~~"~~ ° ~~1
Inc., engaged in providing Engineering Design consulting services herein called the "Consultant".
:RECITALS
A. The Town is considering undertaking activities to .install survey .control .monuments.
B. The Town desires to engage an Engineering Design Consultant to provide consulting services
in conjunction with Project 03-24 -Town Digital Map (Phase 1 -Survey Control Monuments)
because of Consultant's 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 ofServices. The Consultant shall provide the services described in Consultant's proposal,
dated .August 20, 2002, attached hereto and incorporated by reference.
2. Time of Performance.. The services of the Consultant are to commence upon the execution of
this Agreement and issuance of a Town purchase order, with completion of the proj ect design
by January 10, 2003.
Compliance with Laws. The Consultant shall comply with all .applicable laws, .codes,
ordinances, and regulations of governing federal, state andlocal laws. Consultant represents and
warrants to Town that it has ail licenses, permits, qualifications and approvals 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 the 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/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 shah 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 cervices 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.
It is understood by the parties that this obligation of confidentiality shall not apply to: (I)
information which is or becomes published or otherwise becomes generally :available to the
public through no breach of this Agreement by Consultant; or (ii) information which can be
shown was properly in Consulltanfs possession prior to .receipt of the disclosure from Client;
.(iii) information which was independently developed by Consultant as demonstrated by
competent documentary evidence; (iv) information which becomes available to Consultant from
an independent source without breach of this Agreement or violation of law; or (v) information
required to be disclosed by any court or other judicial entity empowered by law to compel such
.disclosure.
6. Compensation.Compensation for Consultanfs professional services shallnot exceedforty eight
thousand four hundred and eighty three hundred dollars ($48,483::00), and payment shall be
based upon Town approval of each task.
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 T own 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:
P:O. Box 655
Town of Los Gatos
Los Gatos, CA 95031
Attn: Accounts Payable
.Statements:
Town of Los Gatos
Attn: Finance Department.
P.O. Box 655
Los Gatos, CA 95031
7. Availability ofRecords. Consultant shall maintain the records supporting this billing for not less
than three years .following completion of the work under this Agreement. Consultant shall mare
these records available to authorized personnel of the Town at the Consultant's offices during
business hours upon written request of the Town.
8. Proj ect Manager. The Proj ect Manager for the Consultant for the work under this Agreement
shall be Doug Aylsworth.
9. Ass.ng ability and Subcontracting. The services to be performed under this:
Agreement are unique and personal to the Consultant.
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 Parks and Public Works
Post Office Box 949
Los Gatos, CA 95030
To Consultant:
Chris Metzger
Nolte Associates Inc.
1731 North First Street, Suite A
San Jose, CA.95112
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 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 ofthe Town. As an independent contractorhe/she shalLnot obtain any
rights to retirement benefits orother 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.
12. 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 ofthe Staff or management of the Town or its representatives nor shal'1 it enter into
any suchholdings 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.
13. Equal Employment OpportunitX. Consultant warrants that it is an equal opportunityemployer
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:Far 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 ($1,000,000) combined single limit per occurrence for
bodily injury, personal injury and property damage.
ii. Consultant agrees to have and maintain for the .duration of the contract, an
Automobile Liability insurance policy ensuring him/her and his/her staff to an
.amount not less than one million dollars {$.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, official, 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 canceled, coverage except after thirty (30) days' prior written notice has
been given to the Town. Consultant shall-provide thirty (30) days written notice to the Town
of any suspension, voidance, or reduction in coverage or limits. Current certification ofsuch
insurance shall be kept on .file at all times during the term ofthis 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 underthis Agreement. Further, Consultant shall ensure that
all subcontractors employed by Consultant provide the required Workers' Compensation
insurance for their respective employees.
15. 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 .anytime 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 maybe occasioned by,.but only to the :extent caused by the wllfiil
misconduct or negligent act or omissions of the Consultant, or any of the Consultant's
officers, employees, or agents or any subconstiltant.
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 orany 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 Court of the County of Santa Clara.
18. .Termination of A~reernent. The Town .and the Consultant shall have the .right to terminate
this agreement with or without cause by giving not less than 1,5 days written notice of
termination. In the event of termination, the Consultant shall deliver to the Town all plans,
files,. documents. and 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 .(Attachment 2) 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 the Town and the Consultant.
20. Disputes. In .any dispute over any aspect ofthis Agreement, the prevailing party shall be
entitled to reasonable attorney's fees, including costs of appeal.
21. Entire Agreement. This Agreement, including Exhibit A attached hereto, 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 as of the date indicated on
page one (1).
TOWN OF LOS GATOS, by;
Debra J. Figone
Town Manager
By: Nolte .Associates, Inc.
(Signature)
(Print Name)
Recommended by:
.John E. Curtis
Director of Parks and Public Works
(Company)
Approved as to Form:
Orry P. Korb
Town Attorney
ATTEST:
Clerk of the Town of Los Gatos
Los Gatos, California
Marian V. Cosgrove
B E Y 'O PI b E. PI G I N E E R 1 N G
August 20, 2002
Kevin Rohani, P.E.
Town Engineer
Town of Los Gatos
P,O. Box 949
Los Gatos, CA 95031
RE: Project Scope and Fee Estimate for Survey Control Monument
Dear Kevin,
We are pleased to provide you with the attached Scope and .Fee estimate to provide survey services
for the subject project for your review.
We appreciate the opportunity to provide you with these services and look forward to working with
you and your team on this project. Should you :have any nuestons, please do not hesitate to contact
me at {408) 392-7200.
Sincerely,
Nolte Associates, Inc.
ill
Chris Metzger,
Vice President
IdOLTE ASSOCLATES, IPdC.
1731 NORTH f'IRST STREET, SUITE A
SAN JOSE, CA 95 11 2-45 1 0
4-08.392.720D fiEL 4-08.392.0'101 FAX
WWW.NOLTE.GOM
Attachment 2
N:\BDSVA\Los Gatos (Town af)\Survey\Scope-CvrLlr_Survey Control Monument.doc
~ ~.
Survey Control Monument Town of Los Gatos
SCOPE OF SERVICES August 20, 2002
I. PROJECT DESCRIPTION
The horizontal and vertical datum that will be established on the Survey Control
Monuments will be the same as that used and adopted by the State of California various
counties and :cities, local public agencies, and especial districts lying within San Mateo
and Santa Clara Counties.
Specifically the horizontal datum is NAD83, the North American Datum of 1983
California Coordinate System Zone No. 3, and the vertical datum is NGVD29, the
National Geodetic Vertical Datum of 1929, which is based on mean sea level datum.
The field survey will tie to existing horizontal and vertical monuments .established by the
.Santa. Clara Valley Water district, the Counties of San Mateo and Santa Clara and the
National Geodetic Survey (NGS).
II. SCOPE OF SERVICES
TASK 1: FIELD SURVEYS
Taslc L1
Coordinate and select field locations for the 75 proposed Survey Control Monuments to
be installed, 60 of which will be positioned in the Town of Los Gatos and i 5 in the City
of Monte Sereno. The locations selected will be based on suitability for GPS survey
techniques.
Provide field reconnaissance to locate the positions of 80 existing street monuments.
within the Town of Los Gatos and the City of Monte Sereno to be identified by the
parcel-mapping consultant.
Ta.~k 1.~
Research existing NAD 83 High Precision Global Network (HPGN) horizontal and
NGVD 29 vertical, control monument locations to be used for primary control to tie to
the Survey Control Monuments. Provide network design and mission planning for the
GPS field survey control work.
Task 1.3
Conduct field GPS surveys to .establish horizontal and vertical locations for all Survey
Control Monuments set. A minimum of 3 horizontal HPGN and 5 vertical NGVD
published control monuments will be tied to 7 of the newly established control
monuments in the primary fully .constrained static GPS survey network. The secondary
control network will utilize fast static; infill and RTK methodology to double tie the
remaining control monuments to the primary network. The 80 existing street monument
locations will be tied using RTK -GPS methodology.
iv a ~T ~ .4 5 s ®c ~ AT E § . s N c . 1 N:\BDSVA\Los Gatos (Towrro~\Survey\GIS_MonScope.doc
(~ c
Survey Control Monument Town of Los Gatos
SCOPE OF SERVICES August 20, 2002
TASK 2; OFFICE SURVEYS
Task 2.1
Post processing of GPS field data and network adjustment to .determine final horizontal
and vertical positions on all control monuments using least squares adjustments. The $0
existing street monument locations will be provided in an ASCII file format suitable to
the parcel-mapping consultant.
Taslc 2.2
Preparation of an Exhibit base map of all Survey Control Monuments showing their
graphic location, description and horizontal and vertical positional values..
Task 2.3
Final map review, editing and submittal.
III. ASSUMPTIONS
Zt is assumed that all .existing monument locations identified by the parcel-mapping
consultant will be accessible at the street surface.
Nolte Associates will work with the parcel-mapping consultant to select locations
suitable for GPS observation.
The Town of Los Gatos will furnish and install a1175 control monuments prior to GPS
survey work by Nolte.
IV. FEE
A spreadsheet is attached showing the total design fee detailing work hours by each task
and project team member. The total fee will not be exceeded without prior written
authorization from the Town of Los Gatos.
V. SCHEDULE
The project can be completed within eight weeks after the installation of the .Survey
Control Monuments.
4~ O LY E~ s s o C I A i E s, I h! ~. 2 N:\BDSVA\Los Gatos ('town of)\Survey\GIS_Monscope.doc
~
~ c ~ ~ ~ ' ~ ~ M
-
~ N ~ ~ ~ '
~ ~ ~ ~ ~ ~
~ CO ~ ~
N O
d' M Ch c- 00 00
d'
o
>
t
Q
.,
Ef} Ef} ~ Ei? f~ Ef} ~ , 6F} lf} {f} 69~
0
CCI
C
.
~ ` o
~ ~ U
O O
~` cn d' N O 00 N N r ~ ~
o p F- r r N
F-2~
~
o ~ O
~ C
~ C
p
d
N r
~
d}
N ~
~
N ~ O
i ~
~
~ ~
C, N ~ M
~ ~ ~
Q ~ ~ M
Z N
a~ ~ N ~ N N ~
i ,
Q cn ~
>, ~ ~ O
~ ~ ~
00 N 00 d' d' d'
~ N r M
~ ~
ca
'
O
~ ~ H
~ 3
C
O
.~ v
~ ~
~ a~
_
~ ~
- ~ cts ~ +,
'L
~ •
~ a
~ ~
~
W ~
~
H ;.
~
0 ~
.N ~ V a. m ~
J ~
~
~ ~
0. _
~ ~
o _
X ~
c
W il. ~ C~ ~ n. w i,=
~ 'N ~'? O r N M
' r r r N N N
^
~- ~
N
O ~
et ~p
CC
~ ~
ti ~
~ ~
M
69~ ~
II II
c \°
C °C
~ N
(~
0
Z
O W
a~
z ~W
~ ~z
o °o
Y u., ~
O ~
w zO
m o~
~ F- v
0
u
W
a
0
a
~,
a
0
0
0