Cannon Design Group/RRM Design GroupS�y�ry OF MEETING DATE: 3119/12
_ ITEM NO.
CONSENT ITEM
cos sa�o COUNCIL AGENDA REPORT
DATE: March 6, 2012
TO: MAYOR AND TOWN COUNCIL
FROM: GREG LARSON, TOWN MANAGER
SUBJECT: AUTHORIZE THE TOWN MANAGER TO EXECUTE AN AGREEMENT
WITH CANNON DESIGN GROUP AND RRM DESIGN GROUP TO SERVE
AS ARCHITECTURAL CONSULTANTS TO THE TOWN.
RECOMMENDATION
Authorize the Town Manager to execute an agreement with Cannon Design Group to serve as an
architectural consultant to the Town and with RRM Design Group to serve as a secondary
architectural consultant to the Town.
BACKGROUND
In January 2002 the Town Council approved a contract with Larry Cannon of Cannon Design Group
to serve as Consulting Architect to the Town. Since that time, the architectural review process has
become a successful component of the planning process. The architectural consultant serves as an
extension of staff through the Town's development review process. All applications requiring
contract design review are forwarded to the Consulting Architect for review and critique of projects.
The architect provides evaluations and recommendations on projects to Planning staff. These
recommendations are then presented to the applicant through meetings with staff and can be
incorporated as conditions of approval or through plan revisions, depending on the complexity and
significance of the recommendations.
The Town distributed a Request for Proposal in November 2011 and received nine proposals. Staff
conducted interviews with five qualified candidates in December 2011 and determined that Cannon
Design Group and RRM Design Group are the most qualified to serve as architectural consultants to
the Town.
PREPARED BY : eendic R. Rooney, Director of Community Development
Reviewed by: Psi Assistant Town Manager = Town Attorney Finance
N:1DFV \TC REPORTS12012\ ConsultingArchitectContmcts- 031912.doe Refonnatted: 5 /30 /02Revised: 3 16/12 9:16 AM
PAGE 2
MAYOR AND TOWN COUNCIL
SUBJECT: CONSULTING ARCHITECT CONTRACTS
March 6, 2012
DISCUSSION
The Consulting Architect serves in a similar capacity to other Town development review consultants
such as the consulting arborist, geotechnical and environmental consultants. Typical tasks that the
Consulting Architect may provide include the following:
• Site design review, and review and critique the architecture for development applications,
including addition, remodels, and new buildings
• Evaluation of plans and site for neighborhood compatibility and compliance with applicable
design standards and guidelines, specific plans and the General Plan
• Development of design recommendations and preparation of reports summarizing findings and
recommendations
• Consultation with staff and /or applicants to discuss recommendations or project specific issues
• Special studies or projects, including, but not limited to: preparation of a checklist for content
of architectural plans for application packets
• Attendance at public meetings as needed
QUALIFICATIONS
Cannon Design Group was determined to be the best candidate to continue serving as the Town's
architecture consultant for the following reasons:
• Extensive experience providing architectural review and preparing design guidelines
• Specializes in architectural review and preparation of design guidelines
• Successful provision of architectural review services to the Town since 2002
• Good use of graphics makes consultant's reports user friendly and easy to understand
• Larry Cannon, principal, is both a registered architect and a certified planner
• Good understanding of Town's codes, policies and design guidelines (helped author the
Commercial Design Guidelines and Residential Design Guidelines)
• Experience with historic preservation
RRM Design Group was also determined to be a highly qualified candidate. RRM has been in
business for 36 years and is a multi - disciplinary firm that includes planning, design, and engineering
professionals. RRM's qualifications include the following:
• Extensive experience in the preparation of design guidelines
• Variety of design review experience
• Familiarity with the Town of Los Gatos (consultant for North 40 Specific Plan and Los Gatos
Boulevard Plan updates)
• Provision of quality reports and graphics
PAGE
MAYOR AND TOWN COUNCIL
SUBJECT: CONSULTING ARCHITECT CONTRACTS
March 6, 2012
FISCAL IMPACT
Architectural review for development proposals are paid for by the project applicant. The consultant
review deposit is $1,500. The actual cost is based on the scope of work and the consultant's fee
schedule (see Attachments 1 and 2). An administrative fee of 10% is also charged by the Town. The
purpose of the administrative fees is to reimburse the Town's cost of administering the peer review.
CONCLUSION
Staff recommends that the Council authorize the Town Manager to execute agreements with Cannon
Design Group and RRM Design Group to serve as consulting architects under the supervision of the
Director of Community Development.
Attachments
1. Cannon Design contract
2. RRM Design Group contract
Distribution
Larry L. Cannon, Cannon Design Group, 700 Larkspur Landing Cr., Ste. 199, Larkspur, CA 94939
Jami Williams, RRM Design Group, 3765 S. Higuera St., Ste. 102, San Luis Obispo, CA 93401
WRR:SD:ct
Tlzis Page
Intentionally
Left Blank
AGREEMENT FOR CONSULTANT SERVICES
THIS AGREEMENT is dated for identification this _ day of March 2012 and is made by and
between TOWN OF LOS GATOS, a California municipal corporation, ( "Town ") and Larry
Cannon, CANNON DESIGN GROUP, ( "Consultant "), whose address is 700 Larkspur Landing
Circle, Suite 199, Larkspur, CA 94939. This Agreement is made with reference to the following
facts.
I. RECITALS
1.1 Town has a need for architectural consulting services for evaluation of development
proposals within the Town of Los Gatos.
1.2 Town desires to engage a qualified architect to review architectural and site design for
development applications; revise design standards and guidelines as needed; consult with
and meet with staff, applicants and decision makers; and attend public meetings as needed.
l.3 Consultant represents and affirms that he is qualified and willing to perform the desired
work pursuant to this Agreement.
II. AGREEMENTS
2.1 Scope of Services Consultant shall provide the services listed below.
Administrative Duties
When needed by Town, provide architectural and site design review for development
applications and make recommended changes as needed based on the Town's approved
design standards and guidelines. This shall include evaluating plans for development
proposals, reviewing site layout and architectural plans, conducting site visits, and /or
identifying design recommendations and conditions of approval.
a. When needed by Town, conduct site design review and review and critique the
architecture for development applications, including addition and remodels and new
buildings.
b. When needed by Town, conduct field investigations and develop recommendations
for compliance with applicable design standards and guidelines, specific plans and
General Plan, and prepare reports summarizing findings and recommendations
(typically with a 10 to 15 day turnaround).
c. When needed by Town, consult with staff and /or applicants to discuss
recommendations or project specific issues.
Page 1 of 8
ATTACHMENT 1
d. When needed by Town, conduct special studies or projects including but not limited
to: updating the Town's design standards and guidelines and preparation of a
checklist for content of architectural plans for application packets.
e. When needed by Town, attend meetings with Town staff, public officials,
community leaders, developers, contractors, and the general public.
f. INlien 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.
g. When needed by Town, attend Town Council, Planning Commission, and special
study session meetings when project applications with architectural or design issues
are being considered; architectural review processes or a design related document is
being discussed.
h. 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 Miscellaneous Services
The 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 may authorize consultant to perform such selected services on an as- Deeded basis.
22 Time of Performance Consultant shall perform the services described in this agreement as
follows: The services of Consultant are for a five year period that will commence upon the
execution of the contract. Town retains the option with the mutual consent of Town
Manager and Consultant to renew the contract for a maximum of three optional years.
Should Town not renew a contract, the award and authorization of the contract shall
automatically expire. Town shall give Consultant at least 30 days' notice, prior to the
cancellation or expiration of the contract.
2.3 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.
2.4 Sole Responsibility Consultant shall be responsible for employing or engaging all persons
necessary to perform the services under this Agreement.
Page 2 of 8
2.5 hnformation /Report Handline 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.
2.6 Compensation Compensation for Consultant's professional services shall not exceed the
established hourly rates, as set forth in the Fee Schedule (Exhibit A), which is attached
hereto and incorporated herein by reference. Payment shall be based upon Town approval
of each task.
2.7 Billing Billing shall be monthly by invoice within thirty (30) days of the rendering of the
service and 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 be
addressed as follows:
Invoices:
Town of Los Gatos
Accounts Payable
P.O. Box 655
Los Gatos, CA 95031 -0655
2.8 Availabilitv 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.
2.9 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.
Page 3 of 8
2.10 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 Tour 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.
2.11 Conflict of Interest. Consultant understands that its professional responsibilities are 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.
2.12 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.
III. INSURANCE AND INDEMNIFICATION
3.1 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.
Page 4 of 8
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.
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.
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.
3.2 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 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.
Page 5 of 8
3.3 Workers' Compensation It is understood that Consultant currently has no employees. If
employees are hired in the future, Consultant shall obtain and maintain Workers'
Compensation insurance as required by California law and shall provide evidence of such
policy to the Town. Consultant shall ensure that all subcontractors employed by Consultant
provide the required Workers' Compensation insurance for their respective employees.
3.4 Indemnification The Consultant shall save, keep, hold harmless and 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 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.
TV. GENERAL TERMS
4.1 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.
4.2 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.
4.3 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 fifteen days (15) 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, 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.
4.4 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.
4.5 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.
Page 6 of 8
4.6 Notices Any notice required to be given shall be deemed to be duly and properly given if
mailed postage prepaid, and addressed to:
To Torvn:
Wendie Rooney
Community Development Director
Town of Los Gatos
110 E. Main Street
Los Gatos, CA 95030
Fax: (408) 354-759
Phone: (408) 354 -6874
E -mail: wrooney @losgatosca.gov
To Consultant:
Larry Cannon
Cannon Design Group
700 Larkspur Landing Circle, Suite 199
Larkspur, CA 94939
Fax: (415) 331-3797
Phone: (415)331 -3795
E -mail: edgplan @pacbell.net
or personally delivered to Consultant to such address or such other address as
Consultant designates in writing to Town.
4.7 Order of Precedence In the event of any conflict, contradiction, or ambiguity between the
terms and conditions of this Agreement in respect to the Products or Services and any
attachments to this Agreement, then the terms and conditions of this Agreement shall
prevail over attachments or other writings.
4.8 Entire Agreement This Agreement, including Exhibit A, 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.
Page 7 of 8
In WITNESS WHEREOF the Town and Consultant have executed this Agreement.
Town of Los Gatos
Greg Larson, Town Manager
fowl] of Los Gatos
Consultant:
Larry L. Carrion, AIA AICP
Carmon Design Group
Department Approval:
Wendie Rooney
Communitv Development Director
ATTEST:
Town of Los Gatos
Approved as to Form:
Mazarin Vakharia
Clerk Administrator
Judith Propp
Town Attorney
AGREEMENT FOR CONSULTANT SERVICES
THIS AGREEMENT is dated for identification this day of March 2012 and is made by and
between TOWN OF LOS GATOS, a California municipal corporation, ( "Town ") and RRM
DESIGN GROUP, ( "Consultant "), whose address is 3765 S. Higuera Street, Suite 102, San Luis
Obispo, CA 93401. This Agreement is made with reference to the following facts.
I. RECITALS
1.1 Town has a need for architectural consulting services for evaluation of development
proposals within the Town of Los Gatos.
1.2 Town desires to engage a qualified architect to review architectural and site design for
development applications; revise design standards and guidelines as needed; consult with
and meet with staff, applicants and decision makers; and attend public meetings as needed.
1.3 Consultant represents and affirms that he is qualified and willing to perform the desired
work pursuant to this Agreement.
II. AGREEMENTS
2.1 Scope of Services Consultant shall provide the services listed below.
Administrative Dirties
When needed by Town, provide architectural and site design review for development
applications and make recommended changes as needed based on the Town's approved
design standards and guidelines. This shall include evaluating plans for development
proposals, reviewing site layout and architectural plans, conducting site visits, and /or
identifying design recommendations and conditions of approval.
a. When needed by Town, conduct site design review and review and critique the
architecture for development applications, including addition and remodels and new
buildings.
b. When needed by Town, conduct field investigations, develop recommendations for
compliance with applicable design standards and guidelines, specific plans and
General Plan, and prepare reports summarizing findings and recommendations
(typically with a 10 to 15 day turnaround).
C. When needed by Town, consult with staff and /or applicants to discuss
recommendations or project specific issues.
Page I of 8
ATTACHMENT 2
d. When needed by Town, conduct special studies or projects including but not limited
to: updating the Town's design standards and guidelines and preparation of a
checklist for the
of architectural plans for application packets.
e. When needed by Town, attend meetings with Town staff, public officials,
community leaders, developers, contractors, and the general public.
f. 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.
g. When needed by Town, attend Town Council, Planning Commission, and special
study session meetings when project applications with architectural or design issues
are being considered; architectural review processes or a design related document is
being discussed.
h. 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 Miscellaneous Services
The 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 may authorize consultant to perform such selected services on an as- needed basis.
2.2 Time of Performance Consultant shall perform the services described in this agreement as
follows: The services of Consultant are for a five year period that will commence upon the
execution of the contract. Town retains the option with the mutual consent of Town
Manager and Consultant to renew the contract for a maximum of three optional years.
Should Town not renew a contract, the award and authorization of the contract shall
automatically expire. Town shall give Consultant at least 30 days' notice, prior to the
cancellation or expiration of the contract.
2.3 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.
2.4 Sole Responsibility Consultant shall be responsible for employing or engaging all persons
necessary to perform the services under this Agreement.
Page 2 of 8
2.5 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 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.
2.6 Compensation Compensation for Consultant's professional services shall not exceed the
established hourly rates, as set forth in the Fee Schedule (Exhibit A), which is attached
hereto and incorporated herein by reference. Payment shall be based upon Town approval
of each task.
2.7 Billing Billing shall be monthly by invoice within thirty (30) days of the rendering of the
service and 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 be
addressed as follows:
Invoices:
Town of Los Gatos
Accounts Payable
110 E. Main Street
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.
2.9 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.
Page 3 of 8
2.10 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 perfonmance or
wrongdoing.
2.11 Conflict of hrterest Consultant understands that its professional responsibilities are 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 fiom 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.
2.12 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.
III. INSURANCE AND INDEMNIFICATION
3.1 Minimum Scope of hlsurance:
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.
Page 4 of 8
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.
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.
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.
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.
3.2 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 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.
Page 5 of 8
3.3 Workers' Compensation It is understood that Consultant currently has no employees. If
employees are hired in the firture. Consultant shall obtain and maintain Workers'
Compensation insurance as required by California law and shall provide evidence of such
policy to the Town. Consultant shall ensure that all subcontractors employed by Consultant
provide the required Workers' Compensation insurance for their respective employees.
-)A Indemnification The Consultant shall save, keep, hold harmless and 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 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.
IV. GENERAL TERMS
4.1 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.
4.2 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.
4.3 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 fifteen days (15) 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, 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.
4.4 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.
4.5 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.
Page 6 of 8
4.6 Notices Any notice required to be given shall be deemed to be duly and properly given if
mailed postage prepaid, and addressed to:
To Toi•vn:
Wendie Rooney
Community Development Director
Town of Los Gatos
110 E. Main Street
Los Gatos, CA 95030
Fax: (408) J54-7593
Phone: (408) 354 -6874
E -mail: ia;rooney @losgatosca.gov
To Consultant:
Debbie L. Rudd
RRM Design Group
3765 S. Higuera Street, Suite 102
San Luis Obispo, CA 93401
Fax: (805) 543-4609
Phone: (805) 543-1794
E -mail: dlrudd @rrmdesign.conz
or personally delivered to Consultant to such address or other address as Consultant
designates in writing to Town.
4.7 Order of Precedence In the event of any conflict, contradiction, or ambiguity between the
terms and conditions of this Agreement in respect to the Products or Services and any
attachments to this Agreement, then the terms and conditions of this Agreement shall
prevail over attaclunents or other writings.
4.8 Entire Agreement This Agreement, including Exhibit A, 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.
Page 7 of 8
In WITNESS WHEREOF, the Town and Consultant have executed this Agreement.
Town of Los Gatos Consultant:
Greg Larson, Town Manager Debbie L. Rudd
Town of Los Gatos RRM Design Group
Department Approval:
Wendie Rooney
Community Development Director
ATTEST:
Town of Los Gatos Approved as to Form:
Mazarin Vakharia
Clerk Administrator
Judith Propp
Town Attorney
Page 8 of 8