2002-041- Approving An Agreement For Construction Management Services In Connection With The Harris And Associates Street Repair And Resurfacing -Fy 01-02 - Project 01-06RESOLUTION 2002 - 41
RESOLUTION OF THE TOWN COUNCIL/REDEVELOPMENT AGENCY
OF THE'TOWN OF LOS GATOS
APPROVING AN AGREEMENT FOR CONSTRUCTION MANAGEMENT SERVICES
IN CONNECTION WITH THE HARRIS AND ASSOCIATES
STREET REPAIR AND RESURFACING / FY O1-02 -PROJECT 01-06
WHEREAS, on June 18, .2001, the Town Council/Redevelopment Agency of the
Town of Los Gatos adopted its budget for the period 2001-2006; and
WHEREAS, the budget includes funding for Construction Management Services for
the Street Repair and Resurfacing Project; and
WHEREAS, it is necessary for the Council/Agency to secure a Construction
Manager for the Street Repair and Resurfacing Project; and
WHEREAS, the Council/Agency has selected the firm of Harris and Associates to
provide construction management services for the Street Repair and Resurfacing.Project.
NOW, THEREFORE, IT IS RESOLVED that the Town Council/Redevelopment Agency
of the Town of Los Gatos hereby approves the attached Agreement (Exhibit A) .for Construction
Management Services for the Street Repair and Resurfacing Project.
BE IT FURTHER RESOLVED that the Town Manager/Executive Director is hereby
authorized and .directed to execute said agreement on behalf of the Council/Agency.
PASSED and ADOPTED at aregular meeting of the Town Council/Redevelopment Agency
of the. Town of Los Gatos .held on the 1st day of April, 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/CHAI OF THE REDS ELOPMENT
AGENCY OF THE TOWN OF LOS GATOS
LOS GATOS, CALIFORNIA
.ATTEST:
CLERK/SECI?E~T'ARY OF THE REDEVELOP ENT AGENCY
OF THE TOWN OF LOS GATOS
LOS GATOS, CALIFORNIA
Cyr FIC'E OF THE TOWN CLERK
CONSTRUCTION MANAGEMENT SERVICES tI-tH
JRD
THIS .AGREEMENT is entered into this. day of RCC •~~IG%,2 - '~C
between the Town of Los Gatos, herein called "'Town", the Town of Los G~t75~'~2e,deyPlnpment ~oG'..2. ,~`~P_D
Agency,. herein called "Agency" and Harris and Associates, engaged in providing Construction
Management services herein called the "Consultant".
RECITALS
A. The Town/Agency is considering undertaking activities to The Town/Agency is considering
undertaking .activities to develop the Street Repair and .Resurfacing Project.
B, The Town/Agency desires to engage a Construction Management Consultant to provide
professional services in conjunction with Project 01-06 -Street Repair and Repair and
Resurfacing Project / FY 01-02 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. Scone of Services. The Consultant shall provide construction management, inspection, and
materials testing services as provided in Consultant's proposal (attached hereto as
"Attachment 2" and incorporated by reference herein).
2. Time of Performance. The services of the Consultant are to commence upon the execution
of this Agreement and .issuance of an Agency purchase order, with completion of the
program by ,June 28, 2002, as provided for in Consultant's proposal.
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/Agency 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/Agency thatConsultantshall, 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 Responsibility. Consultant shall be responsible for employing orengaging all persons
necessary to perform the services under this Agreement.
Page 1 of 6
5. Informaton/Rep(~ ~-iandlin~. All documents furnished to ( ;isultant by the Town/~lgency
and all reports and supportive data prepared by the Consultant under this Agreement are the
Town/Agency's property and shall be delivered to the Town/Agency upon the completion of
Consultant`s services or atthe Town/Agency'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/Agency 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/Agency without the written consent of the Town/Agency before such release. The
Town/Agency acknowledges that the reports to be prepared by the Consultant pursuant to
this Agreement are for the purpose of evaluating a defined project, and Town7Agency's use
of the information contained in the reports prepared by the Consultant in connection with
other projects shall be solely at Town/Agency's risk, unless Consultant expressly consents
to such use in writing. Town/Agency 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 not exceed
$.98,030, and payment shall be based upon Town/Agency's approval of each task.
Billing shall be accompanied by a detailed explanation of the work performedby whom at
what rate :and on what date. ,Also, plans, specifications, documents or other pertinent
materials shall be submitted for Town/Agency review, even if only in partial or draft form.
Payment shall be net thirty (30) days.
All invoices and statements tothe Town/Agency shall reference the Town/Agency'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
7. 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 TownlAgency at the
Consultant's offices during business hours upon written request of the Town/Agency.
Proj ect Manager. The Proj ect Manager for the Consultant for the work underthis Agreement
shall be Brian Danley.
9. Assn ng ability 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/Agency.
Page 2 of 6
10. .Notices. Any note' required to'be given shall be deemed (" e duly and properly given if
mailed postage prepaid, and addressed to:
John E. Curtis TO CONSULTANT:
Director of Parks and Public Works Harris and Associates
Town of Los Gatos 120 :Mason Circle
Post Office Box 949 Concord, CA 94520-1214
Los Gatos, CA 950.30
or personally delivered to Consultant to such address or such other address as Consultant
designates in writing to Town/Agency.
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 of the Town/Agency. As an independent :contractor he/she shall not
obtain any rights to retirement benefits or other benefits which accrue to Town/Agency
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. Consultantshall becompensated 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 issolely to
the Town/Agency. 'The Consultant. has and shall not obtain any holding or interest within
the Town/Agency of the Town of Los Gatos. Consultant has no business holdings or
agreements with any individual member of the Staff or management of the TownlAgency 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/Agency 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/Agency'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/Agency of this employment relationship, and shall, at the Town/Agency's sole
discretion, sever any such .employment relationship.
13. 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 ormental disability, national origin,
.religion, or medical condition, unless based upon a bona fide occupational qualification
pursuant to the California Fair Employment & Housing Act..
Page 3 of 6
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/herfirm 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/Agency 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/Agency 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/Agency, 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/Agency, its officers, officials, employees and volunteers. Any insurance
or self-insurances maintained by the Town/Agency, 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 po icies shall not affect
coverage provided to the Town/Agency, 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, canceled, reduced in coverage or in limits
except after thirty {30) days' prior written .notice by certified mail, return receipt
requested, has been .given to the Town/Agency.
Page 4 of 6
Current cert~ncation ofsuch insurance shall be kept on file at all times during. the term
of this :agreement with the Clerk/Secretary of the Town/Agency.
D. In .addition to these policies, Consultant shah have .and maintain Workers'
Compensation insurance as required by California law and shall provide evidence of
such policy to the Town/Agency 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. The Consultant shall save, keep and hold harmless indemnify and defend
the Town/Agency its officers, agent, employees and volunteers from all damages, liabilities,
penalties, costs, or expenses in law or equity that may at :any time arise or be set up because
of damages to property or personal .injury received by reason of, or in the course of
performing work which may be occasioned by a willful or negligent act or omissions of the
Consultant, or any of the Consultant's officers, employees, or agents or any subconsultant.
16. Waiver. No failure onthe 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 Court of the County of .Santa Clara.
18. Termination of Agreement. The Town/Agency and the Consultant shall have the right to
terminate this agreement with or without cause by giving not less than fifteen (15) days
written notice oftermination. In the event of termination, the Consultant shall deliver to the
Town/Agency :all plans, .files, documents, reports, performed to .date by the Consultant. In
the event of such termination, 'Town/Agency shall pay Consultant an amount that bears the
same ratio to the maximum contract price as the work delivered to the Town/Agency bears
to completed services contemplated under this Agreement pursuant to Attachment 4 hereto,
unless such termination is .made for cause, in which event, compensation, if .any, shall be
adjusted in fight 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/Agency ..and the Consultant.
2D. Dis utes. 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 Attachment 2, constitutes the complete and
exclusive statement of the Agreement between Town/Agency :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.
Page 5 of 6
March 21, 2002
Mr. Kevin Rohani
Town Engineer
Town of Los Gatos
41 Miles Avenue
Los Gatos, CA 9.50.31
Harris & Associ ates
Program Managers
Construction'Managers
Civil Engineers
RE; Town of Los Gatos -Year 2001/2002 .Street Repair and Resurfacing Project
Town Project 01-06
Fee Estimate for Construction Management, Inspection .and Materiais Testing
Dear Kevin:
.Based on our discussions of the construction management, inspection and materials testing
needs for the remaining work on your Year 2001./2002 Street Repair and Resurfacing rroject,
Town Project 01-06, we have prepared the attached level of effort and fee estimate. Our
scope of services shall be as indicated in our Statement of Qualifications dated February 5,
2002, :and in accordance with the plans and specifications issued for this project.
Our fee estimate as detailed in Attachment A is based on work commencing on April 8 and
completing by May 31. If the City requires additional services, the billing rate will be
$1100/day.
Yours truly,
Brian A. Danley, PE
Vice President
Attachments
120 Mason CiYcle Concord, California 94520-1.214 925.:827.4900 FAX 925:827.4982 concc
IN WITNESS WHEREOF, the Town/Agency and Consultant have executed this Agreement
as of the date indicated on page one (1).
TOWN/AGENCY OF THE
TowN of Los. GATOS, by:
Debra J. Fgone
Town Manager/Executive Director
Recommended by:
John E. Curtis
Director of Parks and Public Works
Approved as to Form:
Orry P. Korb
Town Attorney/General Counsel
Attest:
Clerk/Secretary ofthe Redevelopment Agency
Los Gatos, California
Marian V. Cosgrove
Page 6 of 6
Attachment A
Town of Los Gatos -Year 2001/2002 Street Repair and Resurfacing Project
Town Project 01-06
Construction Management, Inspection and Materials Testing Services
Level of Effort and Fee Estimate
Preconstruction Phase
Construction Manager 4 hrs @ $140 $ 560
Inspector 4 hrs @ $105 420
Subtotal $ 980
Construction Phase (40 working days)
Construction Manager 64 hrs @ $140 $ 8,9b0
Inspector 3'60 hrs @ $105 $37,800
Administrative 32 hrs @ $ 65 $ 2,080
Project Principal $hrs @ $220 $ 1,760
Materials Testing (See Attachment B) $40,480
Markup on Subconsultant (10%) $ 4,050
Subtotal $95,1,30
Closeout Phase
Construction Manager 4 hrs @ $140 $ S60
Inspector 8 hrs @ $105 $ 840
Administrative 8 hrs @ $ 65 520
Subtotal $ 1,920
Total $98,030
Assumptions:
1. There will be two separate concurrent construction .contracts. Total duration will not
exceed 40 working days. All construction will be completed no later than May 31,
2002.
2. All equipment including. trucks, cel'1 phones,. and radios are .included in the noted
rates.
Revised 3/22/02
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