2005-076 - Authorizing The Town Manager/Executive Director To Execute A Fourth Amendment To The Professional Services Agreement With Bki+' Engineers To Provide Construction Support Services For Project 04 -13 - North Santa Cruz Avenue ResurfacingRESOLUTION 2005 - 76
RESOLUTION OF THE TOWN COUNCIL /REDEVELOPMENT AGENCY
OF THE TOWN OF LOS GATOS
AUTHORIZING THE TOWN MANAGER/EXECUTIVE DIRECTOR
TO EXECUTE A FOURTH AMENDMENT TO THE PROFESSIONAL SERVICES
AGREEMENT WITH BKI+' ENGINEERS TO PROVIDE CONSTRUCTION SUPPORT
SERVICES FOR PROJECT 04 -13 - NORTH SANTA CRUZ AVENUE RESURFACING
WHEREAS, in October, 2002, the Town of Los Gatos entered into an agreement
with BKF Engineers, to perform engineering design consulting services at a cost not to exceed
$203,673 in connection with the Downtown Street Beautification and Improvement Project in the
Town of Los Gatos.
WHEREAS, on March 17, 2003, the Town of Los Gatos entered into an
amendment to the Agreement with BKF Engineers, to perform construction support services at a
cost not the exceed $125,000 in connection with the Downtown Street Beautification and
Improvement project.
WHEREAS, on July, 2003, the Town of Los Gatos entered into an second
amendment to the Agreement with BKF Engineers, to perform design support services during the
remaining portion of the project construction at a cost not the exceed $68,833 in connection with
the Downtown Street Beautification and Improvement project.
WHEREAS, on January, 2004, the Town of Los Gatos entered into an third
amendment to the Agreement with BKF Engineers, to provide Gateway Conceptual Design
services during the remaining portion of the project at a cost not the exceed $6,500 in connection
with the North Santa Cruz Avenue Streetscape project.
WHEREAS, a fourth Amendment to the Agreement is necessary to include
testing services and construction engineering support services at a cost not to exceed $23,854 in
connection with the Santa Cruz Avenue Resurfacing project that was not included in the original
contract for this project.
NOW THEREFORE BE IT RESOLVED, by the Town Council/
Redevelopment Agency of the Town of Los Gatos, County of Santa Clara, State of California,
that the Town of Los Gatos enter into a fourth amendment to the agreement (Exhibit A) for
additional consultant services, and that the Town Manager /Executive Director is authorized, and
is hereby directed, to execute a fourth Amendment to the Agreement.
PASSED AND ADOPTED at a regular meeting of the Town Council /Redevelopment Agency
of the Town of Los Gatos, California, held on the 20th day of June, 2005 by the following vote:
COUNCIL /AGENCY MEMBERS
AYES: Steve Glickman, Diane McNutt, Joe Pirzynski, Barbara Spector,
Mayor Mike Wasserman,
NAYS: None
ABSENT: None
ABSTAIN: None
SIGNED:
MAYOR/CHAIR OF THE REDEVELOPMENT AGENCY
OF THE TOWN OF LOS GATOS
LOS GATOS, CALIFORNIA
ATTEST:
C
CLERK ADMINISTRATOR/SECRETARY OF THE REDEVELOPMENT AGENCY
OF THE TOWN OF LOS GATOS
LOS GATOS, CALIFORNIA
FOURTH AMENDMENT TO AGREEMENT
This FOURTH AMENDMENT TO AGREEMENT (Exhibit A) is entered into this
th day of , 2005, by and between the Town of Los Gatos, State of California, herein
called "Town," and, and the Redevelopment Agency, herein called "Agency" and BKF Engineers,
herein called "Consultant."
RECITALS
A. Town and BKF Engineers entered into an agreement for engineering design consultant
services in October, 2002 ( "Agreement "), a copy of which is attached hereto as
(Attachment 1) and incorporated herein by reference.
B. Town and BKF Engineers entered into a second amendment to the agreement to provide
construction support services in March, 2003 ( "Amendment "), a copy of which is
attached hereto as (Attachment 2) and incorporated herein by reference.
C. Town and BKF Engineers entered into a second amendment to the agreement to provide
construction support services in March, 2003 ( "Second Amendment "), a copy of which
is attached hereto as (Attachment 3) and incorporated herein by reference.
D. Town and BKF Engineers entered into a third amendment to the agreement to provide
Gateway Conceptual design services in January, 2004 ( "Third Amendment "), a copy
of which is attached hereto as (Attachment 4) and incorporated herein by reference.
B. Consultant will provide testing services and construction support services which was
not included in the original contract, in connection with Project 04 -13 - Santa Cruz
Avenue Resurfacing Project.
AMENDMENT
The Agreement is hereby amended to provide testing and construction support services
for this project in accordance with (Exhibit A) to this ( "Fourth Amendment "), attached
hereto and incorporated herein by this reference at a cost not to exceed $23.854.00.
2. All other terms and conditions of the Agreement dated October, 2002 remain in full
force and effect.
Exhibit A
IN WITNESS WHEREOF, the Town and BKF Engineers have executed this Agreement
as of the date indicated on page one (1).
Town of Los Gatos, by:
Debra J. Figone,
Town Manager /Executive Director
By: BKF Engineers
(Signature)
Recommended by:
John E. Curtis
Director of Parks and Public Works
(Print Name)
ATTEST:
Clerk/Secretary of the Redevelopment Agency
of the Town of Los Gatos
Approved as to Form:.
Orry'P. Korb, Town Attorney /General Counsel
t-LERK DEPARTMENT
FOURTH AMENDMENT TO AGREEMEN 616•
IIIH
This FOURTH AMENDMENT TO AGREEMENT (Exh is entered into this
th day of , 2005, by and between the Town of Los Gatos a of California, herein
called "Town," and, and the Redevelopment Agency, herein called "Agp and BKF Engineers, ��CGS ��r
herein called "Consultant."
RECITALS
A. Town and BKF Engineers entered into an agreement for engineering design consultant
services in October, 2002 ( "Agreement "), a copy of which is attached hereto as
(Attachment 1) and incorporated herein by reference.
B. Town and BKF Engineers entered into a second amendment to the agreement to provide
construction support services in March, 2003 ( "Amendment "), a copy of which is
attached hereto as (Attachment 2) and incorporated herein by reference.
C. Town and BKF Engineers entered into a second amendment to the agreement to provide
construction support services in March, 2003 ( "Second Amendment "), a copy of which
is attached hereto as (Attachment 3) and incorporated herein by reference.
D. Town and BKF Engineers entered into a third amendment to the agreement to provide
Gateway Conceptual design services in'January, 2004 ( "Third Amendment "), a copy
of which is attached hereto as (Attachment 4) and incorporated herein by reference.
B. Consultant will provide testing services and construction support services which was
not included in the original contract, in connection with Project 04 -13 - Santa Cruz
Avenue Resurfacing Project.
AMENDMENT
1. The Agreement is hereby amended to provide testing and construction support services
for this project in accordance with (Exhibit A) to this ( "Fourth Amendment "), attached
hereto and incorporated herein by this reference at a cost not to exceed $23.854.00.
2. All other terms and conditions of the Agreement dated October, 2002 remain in full
force and effect.
IN WITNESS WHEREOF, the Town and BKF Engineers have executed this Agreement
as of the date indicated on page one (1).
Town of Los Gatos, by: By: BKF Engineers
981 Ridder Park Drive - Suite 100
San Jose, CA 95131 -2305
Debra J. Figone,
Town Manager /Executive Director
Recommended by:
John E. Curtis
Director of Parks and Public Works
ATTEST:
Clerk/Secretary of the Redevelopment Agency
of the Town of Los Gatos
(Signature)
(Print Name)
Approved as to Form:.
Orry P. Korb, Town Attorney /General Counsel
I\
BRF e
May 27, 2005
ENGINEERS
SURVEYORS Mr. Kevin Rohani
PLANNERS Town of Los Gatos
Public Works Department
P.O. Box 949
41 Miles Avenue
Los Gatos, CA 95031
Subject: Proposal for Testing Services and Construction Engineering Support
Services for Town of Los Gatos — Santa Cruz Avenue Resurfacing
Project ( #04 -13)
Dear Mr. Rohani:
BKF Engineers (BKF) with the Town of Los Gatos 'has successfully provided for
the advertisement of the contract drawings for the Santa Cruz Avenue Resurfacing
Project. In anticipation of the upcoming construction project, the Town of Los
Gatos has requested BKF to provide a proposal for testing services and
construction engineering support services for the Santa Cruz Avenue Resurfacing
Project.
The testing services, to be provided by Parikh Consultants Inc, concentrate on the
dig -out subgrade preparation testing, asphalt concrete testing, and batch plant
inspection. Construction engineering support services, to be provided by BKF
Engineers, focus on construction coordination meetings, shop drawing review and
submittals, design clarifications during construction (RFI's), and providing AutoCad
as -built services following completion of construction. Each of these tasks, and the
effort required, is broken down in detail in the attached "Materials Testing Services"
and comprehensive "Scope of Services," ..
Through the course of the Santa Cruz Avenue Resurfacing Project design
process, several tasks related to a Caltrans' encroachment permit were added to
the initial project scope. Specifically, the coordination efforts, traffic counts, and
preparation and development of a Traffic Impact Analysis Report and
Memorandum 'were necessary to procure an approved Caltrans' encroachment
permit, thus allowing the Contractor to implement specific traffic detours and install
temporary pavement delineation and traffic control /handling devices within State
right of way.
981 RidderPark Drive Understanding the importance in maintaining the project schedule, BKF
Suite loo incorporated the work.associated with the additional tasks. BKF has been able to
San lose absorb the cost of many of these tasks. At present, BKF's contract budget is
California 95131-2305
phone 408.467.9100 EXHIBIT..
fax 408.467.9199
www bkf: com
exhausted and some of the additional tasks cannot be absorbed by the original
contract. These tasks include the following (task identification corresponds "Scope
of Services "):
o Task 2.1 — A meeting at Caltrans was conducted to review, discuss and
attempt to resolve an acceptable detour plan for both parties (Town of Los
Gatos and Caltrans) that would allow construction of Santa Cruz Avenue
Resurfacing Project without significantly impacting State Route (SR) 9. For
Caltrans' to provide an assessment of the impacts associated with the
proposed detour, it was agreed that Town of Los Gatos and their consultant
would complete a Traffic Impact Analysis Report of SR 9, and the
intersections of Santa Cruz Avenue and University Avenue.
o Task 2.2 — Although traffic data from SR 9, SR 17, and the intersections of
University and Santa Cruz Avenue were available through Caltrans and the
Town of Los Gatos, supplemental traffic counts were needed for AM Peak,
PM Peak, and lunchtime supplement the Traffic Impact Analysis Report.
o Task 2.3 — Based on the traffic detour proposed in the 100% PS &E, a
Traffic Impact Analysis Report was prepared using the traffic data provided
by Town of Los Gatos and Caltrans, as well as the supplemental AM, PM,
and lunchtime traffic counts. Based on analysis criteria and traffic
behavioral assumptions, the outcome of the impact report suggested that
the traffic detour would not significantly impact SR 9. This initial impact
report was submitted to Caltrans for review and comment.
o Task 2.4 — Following receipt and incorporation of comments from Caltrans
and additional coordination with Highway Operations, a Final Traffic Impact
Analysis Memorandum and Exhibit was prepared for Caltrans review.
Based on slightly revised analysis criteria and traffic behavioral
assumptions, as directed by Caltrans, the outcome of the impact report still
suggested that the traffic detour would not significantly impact SR 9.
Caltransapproved the plans and an encroachment permit was issued prior
to the Bid Issue date.
In consideration of the requested work above, BKF has prepared an additional
services proposal related to providing testing services, construction engineering
support services and for performing additional design work which was not included
in the original project scope. BKF proposes to provide the additional services as
described in the enclosed "Scope of Services" for an estimated not to exceed fee
of $23,854. The amount of effort for each individual task is described in the
enclosed "Scope of Services" proposal.
We look forward to continuing providing service to the Town through the
construction phase of the projects.
Please contact me if you have any questions or require additional information.
Very truly yours,
BKF Engineers
Gordon C. Sweet, P.E.
Project Manager
Attachments:
• Scope of Services — Summary of Fees and Hours by Task
Town of Los Gatos — Santa Cruz Avenue Resurfacing ( #04 -13) —
Construction Engineering Support Services
• Proposal for Testing Services and Constructing Engineering Support
Services for Town of Los Gatos — Santa Cruz Avenue Resurfacing
Project ( #04 -13)
K:\ENG03 \036076\Proposal \construction admin 052705.doc
BKF Engineers
981 Ridder Park Drive, Suite 100
San Jose, CA 95131
Tel 408.467.9100, Fax 408.467.9199
May 27, 2005
SCOPE OF SERVICES
SUMMARY OF FEES & HOURS BY TASK
Scope of Services
Town of Los Gatos - Santa Cruz, Avenue Resurfacing ( #04 -13) - Construction Engineering Support Services
Task 1 Santa Cruz Avenue Resurfacing Project Construction Engineering Support
Task 2 Additional Design Tasks Addressed in Project
TASK
Rate /hr
PIC PM
$185 $ 137
Eng III
$ 116 $
Eng II
103 $
Eng I
90
Tech
$ 100 $
Cler
50
Total
Hours
Cost
Task 1
Task 2
10
4
15
12
0
35.5
2
6
0
0
11
23
2
2
2
56
67
6,923
7,792
BKF
Subtotal
14 27
1 $2,590 $3,699
35.5
$4,118
6
$618
11
$990
25
$2,500
4 122.5
$200
$14,715
BKF Subconsultants:
Parikh Consultants Inc - Testing Services for Santa Cruz Avenue (Includes 10% Markup)
$8,550
$8,550
Total Professional Services
Reimbursable Expenses:
Printing/Delivery
0 23
$6,923
$23,265
$589
Total Budget
$23,854
Task 1 Santa Cruz Avenue Resurfacing Project Construction Engineering Support
Task 1.1 Attend Pre - Bid / Post - Bid /Pre- Construction /Construction Meetings (Estimated to be 7 meetings)
Task 1.2 Review Shop Drawings and Submittals
Task 1.3 Provide Design Clarifications During Construction
Task 1.4 Provide CAD As -built Drawings at Conclusion of Construction
TASK
PIC
PM Eng III Eng II
Eng I Tech
Cler Total
Cost
Task 1.1
5
7
12
1,884
Task 1.2
2
2 4
2 10
1,156
Task 1.3
2
4
2.
8
1,118
Task 1.4
1
2 2
21
26
2,765
Subtotal
10
15 0 6
0 23
2 56
$6,923
Task 2 Additional Design Tasks Addressed lh Project
Task 2.1 Attend Caltrans Coordination Meeting to Discuss Traffic Impacts During Design
Task 2.2 Conduct Traffic Counts along Highway 9
Task 2.3 Prepare Traffic Impact Analysis Report for Caltrans Review /Comment
Task.2.4 Incorporate CT Comments and Prepare Final Traffic Impact Analysis Memorandum and Exhibits
TASK
PIC
PM .
Eng III Eng II
Eng I Tech Cler Total
Cost
Task 2.1
2
4
6
$918
Task 2.2
10 10
900
Task 2.3
1
4
27.5
2 35
4,023
Task 2.4
1
4
8
1 2 16
1,951
Subtotal
4
12
35.5 0
11 2 2 66.5
$7,792
BKF Engineers May 25, 2005
981 Ridder Park Drive, Suite 100 Job No: 203118.CON
San Jose, CA 95131 -2305
Attn: Mr. Gordon Sweet
Sub: Materials Testing Services - Cost Proposal
Santa Cruz Avenue Pavement Construction, Los Gatos, California
Ref: Santa Cruz Avenue Roadway Replacement Project, Technical Provisions by BKF
Engineers (73 pages)
Gentlemen:
We are pleased to provide you our scope of services and cost estimate through construction for
the proposed project. The project consists of grinding and resurfacing of the existing roadway
between the intersections of Highway 9 and Main Street in Los Gatos. The detail schedule of
these activities is not known. However, we have made some assumptions to arrive at a budget.
Construction support services:
Observation and compaction testing services during pavement resurfacing program. This includes
subgrade testing of dig outs, asphalt concrete field sampling and testing and laboratory testing of
the resurfacing work. The dig out replacement with asphalt concrete is generally not tested and is
therefore not included at this time.
Above discussed services are to be provided in accordance with our standard rate schedule and
terms and conditions and will depend upon the construction program and schedule. We have
assumed total of 5 working days of subgrade preparation, and asphalt paving. Full time field
work (8 hours) is assumed 'f or each day of the paving work. Since we do not know if the
contractor will. work overtime, we have allowed for 2 hours of overtime on the days that are
expected to be within a 10 -hour window.
For laboratory tests, we have allowed for two compaction curves on subgrade material (ASTM
D1557) and one AC sample each for determining theoretical maximum density (ASTM D 2041),
for 2" asphalt concrete base and 2" asphalt concrete surface course.
Assumptions:
1. We have assumed that Subgrade preparation at the dig out locations, and asphalt concrete
paving is performed over a total of 5 working -day period and we spend equivalent of 42
hours (including travel) for testing during this period.
BKF Engineers
Job No: 203118.CON
May 25, 2005
Page 2
2. We have assumed that the 6" asphalt concrete plugs in the dig outs will not require
compaction tests. The inspector will perform a visual check in these confined locations.
3. The contractor will be asked to provide compliance certificates for the materials. We have
not allowed for testing of various material submittals.
4. Batch plant inspection and Asphalt Content of Asphalt mix are included in this scope of
work. Two days of inspection will include, per day, pickup of aggregate sample for Sieve
Analysis and Sand Equivalent tests. Also, pickup sample for Asphalt Content of Asphalt
mix.
Cost Estimate:
• Dig outs subgrade Preparation
Compaction Testing 2 days x 6 hrs = 12 hrs. x $80 /hr ......................
$ 960.00
Compaction Curve (2 at $230 /ea.) ................. ...............................
$ 460.00
• Asphalt Concrete Testing
Compaction Testing 3 days x 8 hrs = 24 hrs. x $80 /hr .................... $
1,680.00
Overtime 3 days x 2 hrs = 6 hrs. x $120/ hr ..... ...............................
$ 720.00
Theoretical Max Density & Sp. Gravity (ASTM D 2041) ( 2 @ $150 /each)$300.00
Pick -up field sample 2 days x 21r's = 4 hrs at $80 /hr .........................
$ 320.00
Mileage 350 x $ 0. 40. 5... ............................ ...............................
$ 141.75
• Batch Plant Inspection
Batch plant inspection 2 days x 4 firs = 8 hrs. x $80 /hr ......................
$ 640.00
Aggregate testing(Sieve & SE) 2 days x 4 hrs = 8 hrs. x $80 /hr...........
$ 640.00
One time Oven Calibration for Asphalt Content. ........... : ...................
$ 250.00
Burn out for Asphalt Content 2 days x $250 each ..............................
$ 500,00
Mileage 100 x'$0.40.5 .. _ ........... ................ ...............................
$ 40.50
• Project Manager *2 hrs. at $160 ... ............................... ........I ....
$ 320.00
• Lab Supervisor *8 firs. at $100 /hr ....................... ......:...............
$-800.00
Total Estimate $
7,772.25
* On an as needed basis '
This estimate is based on the assumed project schedule and the actual costs could be lower or
higher than the estimate depending upon the requested services and contractor's schedule.
However, our services will be provided in accordance with our fee schedule on a time and
materials basis.
Based on the above cost breakdown and assumptions we recommend that the above budget be
considered as an estimated budget and the actual costs will depend upon the testing needs during
the construction work. These testing needs will be defined by your inspectors.
BKF Engineers "
Job No: 203118.CON
May 25, 2005
Page 3
Please note that we are performing a professional service and that our conclusions are
professional opinion only. All work done and all recommendations made are in accordance with
generally accepted materials testing principles and practices. No warranty, expressed or implied,
of merchantability or fitness, is made or intended in connection with our work.
If you have any questions concerning our proposal, please feel free to contact us.
Very Truly Yours,
PARIKH CONSULTANTS, INC.
Gary Parikh, P. E., G. 8. 666
Project Manager
. H
• AGREEMENT FOR ENGINEERING DESIGN CONSUL SERVICES
REC
THIS AGREEMENT is entered into this day of `+.ESO- '� , 7nm h�, .,..a .
between the Town of Los Gatos, herein called "Town ", the Town of Los Gatos Redevelopment
Agency, herein called "Agency" and BKF Engineers engaged in providing Engineering Design
Consulting services herein called the "Consultant",
RECITALS
A. The Town/Agency is considering undertaking activities to develop the Downtown
Street Beautification and Improvement Project.
B. The Town/Agency desires to engage an Engineering Design Consultant to provide
consulting services in conjunction with Project 02 -33 - Downtown Street
Beautification and Improvement Project 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:
I. Scope of Services The Consultant shall provide the following services as outlined in the
Consultant's Proposal as shown (attached hereto as Exhibit A 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 design by
February28, 2003, as provided for in Cons uItant's•proposal (attached hereto as Exhibit "A" and
incorporated by reference herein).
3. Compliance with Laws The Consultant shall use due professional care to comply with all
applicable laws, codes, ordinances, and regulations of governing federal, state and local laws.
Consultant represents and warrants to Tr n Agency that it has, all licenses, 'permits,
qualifications and approvals of whatsoever n�.ture which are legally equired for Consultant
to practice its profession. Consultant represents and warrants to Town/Agency 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 Responsibility Consultant shall be responsible for employing or engaging all persons
r necessary to perform the services under this Agreement.
Attachment /
5. In formation/Report Handling All documents furnished to Consultant by the Town/Agency
and all reports and supportive data prepared by the Consultant under this Agreement are the
Town/Agencys property and shall be delivered to the Town/Agency upon the completion of
Consultant's services or at the 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 any of the these documents or information available
to any individual or organization not employed by the Consultant or the Town/Agenty 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 Town/Agency'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. Comvensation Compensation for Consultant's professional services shall not exceed
$203,673, and payment shall be based upon Town/Agency's 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 Town/Agency review, even if only in partial or draft form.
Payment shall be net thirty (30) days. 4
All invoices and statements to the Town/Agency shall reference the Town/Agency's purchase
order number and be addressed as follows:
INVOICES:
STATEMENTS:
Town of Los Gatos
Town of Los Gatos
Attn: Accounts Payable
Attn- Finance Depanment
P.O. Box 655
P.O. Box 655
Los Gatos, CA 95030
Los Gatos, CA 95030
7. AvaifabilityofRecords 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/Agency at the
Consultant's offices during business hours upon written request of the Town/Agency,
8. Project Manager The Project Manager for the Consultant for the work under this
Agreement shall be Natalina Bernardi.
mailed postage pr(, and addressed to:
John E. Curtis DAVID LAVELLE
Director of Parks and Public Works PRESIDENT
Town of Los Gatos BKF Engineers
Post Office Box 949 540 Price Avenue
Los Gatos, CA 95030 Redwood City, CA 94063
r 'r- . J1 •1
or personally delivered to Consultant to such address or such other address as Consultant
designates in writing to Town/Agency.
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/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 assignor 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.
11. Conflict of Interest Consultant understands that its professional responsibilities is solely 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 Staffor management of the Town/Agency 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 if 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 , 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.
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 on ein,
religion, or medical condition, unless based upon a bona fide occupational qualification
pursuant to the California Fair Employment & Housing Act.
13. Insurance
A. Minimum Scope of Insurance:
i. Consultant agrees to have and maintain, for the duration of the contract, v
General Liability insurance policies insuring him/her and his/her firm to an
amount not less than: one million dollars (S1,000,000) combined single limit
per occurrence and two million (52,000,000) aggregate 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 51,000,000 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 applyto theprofessional liability insurance required forprofessional
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 Towrn/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 policies 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.
(,. All hovel`?? - �; r-acn ii,e:;; ance wocy.requirea in tn. 'cern snail oe endorsed to state
that covera Il not be suspended, voided, cancel :cept after thirty (30) days'
prior written notice by cerlif ed mail, return receipt requested, has been given to the
Town/Agency,- , Current certification of such 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 shall have and maintain Workers'
Compensation insurance as required by Califomia 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.
14. 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.
15. Waive . No failure on the parr 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.
16. 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.
17. 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 of termination. 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 (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.
18. 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.
19. Disputes In any dispute over any aspect of this Agreement, the prevailing party shall be
entitled to reasonable attomey's fees, including costs of appeal.
20. Entire Agreement This Agreement, including (Exhibits A), constitutes the complete and
exclusive statement of the Agreement between Town/Agency and Consultant. No terms,
conditions, understandings or agreements purposing 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 wN'__,-- JF, the Town/Agencyand Consultant n-le executed this Agreement
as of the date indicated on page one (1).
TOWN /AGENCY OF THE
TOWN OF Los GATOS, by:
Debra J. Te
Town Manager/Executive Director
Recommended by:
John urtis
Dire t of Parks and Public Works
Approved as to Form:
Orry P orb
Attorney /General Counsel
ATTEST:
SKF ENGINE RS:
,(Signature)
v � z2F&Am ez /
(Print Name)
BkF ENG/NFE lNC .
(Company)
Clerk/Secretaryofthe Redevelopment Agency
Los Gatos, California
Ma ov
3
AMENDMENT TO,,GR.EEMENT
This AMENDMENT TO AGREEMENT (Exhibit A) is entered into this 17th day of
March, 2003, by and between the Town of Los Gatos, State of California, herein called "Town,"
and, and the Redevelopment Agency, herein called "Agency" and BKF Engineers, herein called
"Consultant."
RECITALS
A. Town and BKF Engineers entered into an agreement for engineering design consultant
services in October, 2002' ( "Agreement "), a copy of which is attached hereto as
(Attachment 2) and incorporated herein by reference.
B. Consultant will provide construction support services that would be needed during the
remaining portion of the project construction which was not included in the original
contract for the Downtown Street Beautification and Improvement Project.
AMENDMENT
1. The Agreement is hereby amended to provide additional work and staff time for this
project in accordance with (Exhibit B) to this Amendment, attached hereto and.
incorporated herein by this reference at a cost not to exceed ($125,070).
2. All other terms and conditions of the Agreement dated October, 2002 remain in full
force and effect.
IN WITNESS WHEREOF, the Town and BKF Engineers have executed this Agreement
as of the date indicated on page one (1).
T of Los Gatos, by:
Debra J. igo ,
Town Manager/Executive Director
Recommg.yded by:
J04 Curtis V -
Dire or of Parks and Public Works
ATTEST:
ClerkTSeci et'ary;rdf tht Red
of the Town of Los Gatos,
Approve as to Form:
0 Korb, Town Attorney /General Counsel
By: JW Engineers
(Sign
�. V J A.
(Print Name)
.zt1R 0.3 G
(F1H.—
Attachment
SECOND AMENDMENT TO AGREEMENT
This second AMENDMENT TO AGREEMENT (Exhibit A) is entered into this th
day of , 2003, by-and between the Town of Los Gatos, State of California, herein called
"Town," and, and the Redevelopment Agency, herein calked "Agency" and BKF Engineers, herein
called "Consultant,"
RECITALS
A. Town and BKF Engineers entered into an agreement for engineering design consultant
services in October, 2002 ( "Agreement "), a copy of which is attached hereto as (Attachment
2) and incorporated herein by reference.
B. Town and BKF Engineers entered into an amendment to the agreement to provide
construction support services in March, 2003 ( "Amendment "), a copy of which is attached
hereto as (Attachment 3) and incorporated herein by reference.
C. Consultant will provide design support services that will be needed during the remaining
portion of the project construction which was not included in the original contract for the
Downtown Street Beautification and Improvement Project.
AMENDMENT
1. The Agreement is Hereby amended to provide additional work and staff time for this project
in accordance with (Exhibit A) to this second Amendment, attached hereto and incorporated
herein by this reference at a cost not to exceed ($68,833).
2. All other terms and conditions of the Agreement dated October, 2002 remain in full force
and effect.
�.;E OF'iHE TOWN CLERK
cYR 3• 0
T.r
)F
Attachment
IN WITNESS WHEREOF, the Town and BKF Engineers have executed this second
Amendment to the Agreement as of the date indicated on page one (1).
Town ¢ Gatos, by: s �t Go
GZ.c.c 1.l
Debra J, Figone,
Town Manager /Executive Director
RecoXel by: f'
John E. Curtis
Director of Parks and Public Works
ATTEST:
�c-
Cle k/S e `of the Redevelopment gen y
of the Town of Los Gatos,
By: ngineers
(Signature)
Z4 vel ll l e —
(Print Name)
Approved as to Form:
Orry P. " - Korb, Town Attorney /General Counsel
THIRD AMENDMENT TO AGREEMENT
This THIRD AMENDMENT TO AGREEMENT is entered into this day of
204_, by and between the Town of Los Gatos, State of California, herein called "Town,"
and the Redevelopment Agency, herein called "Agency" and BKF Engineers, herein called
"Consultant."
RECITALS
A. Town and BKF Engineers entered into an agreement for engineering design consultant
services in October, 2002 ( "Agreement "), a copy of which is attached hereto as (Attachment
1) and incorporated herein by reference.
B. Town and BKF Engineers entered into an amendment to the agreement to provide
construction support services in March, 2003 ( "Amendment "), a copy of which is attached
hereto as (Attachment 2) and incorporated herein by reference.
C. Town and BKF Engineers entered into a second amendment to the agreement to provide
design support services in July, 2003 ( "Second Amendment "), a copy of which is attached
hereto as (Attachment 3) and incorporated herein by reference.
D. Consultant will provide Gateway Conceptual Design services that will be needed during the
remaining portion of the project which was not included in the original contract for Project
02 -33 - North Santa Cruz Avenue Streetscape Project.
AMENDMENT
1. The Agreement is hereby amended to provide additional work -and staff time for this project
in accordance with (Exhibit A) to this ( "Third Amendment "), attached hereto and
incorporated herein by this reference at a cost not to exceed ($6,500).
2. All other terms and conditions of the Agreement dated October, 2002 remain in full force
and effect.
Rev sed: 3/19/02
N:\ PPWPJ \02- 33 \WP \bkfamendment.N3.wpd
Attachment
IN WITNESS WHEREOF, the Town and BKF Engineers have executed this Agreement as
of the date indicated on page one (1).
Town of Los Gatos, by: By: BKF Engineers
Debra J. Figone,
Town Manager /Executive Director
Town of Los Gatos
N14 Ti c 1A) A V 8C , -1kJAt4 i
(Print Name)
Recommended by:
/��' 5r "-
t c .Curtis
tor of Parks and Public Works
ATTEST:
Marian V. Cosgrove,
Clerk/Secretary of the Redevelopment Agency
of the Town of Los Gatos
Approved as to Form:
Orry P. Korb, Town Attorney /General Counsel
Revised: 3/19/02
N:NP WPA02- 33 \WP \bkf. emendment.N3.wpd