2005-111 - Approving An Amendment To The Agreement For Professional Engineering Services With Integrated Engineering Services In Connection With Project 04 -64 Chiller/Cooling Tower Replacement At The Civic CenterRESOLUTION 2005 -111
RESOLUTION OF THE TOWN COUNCIL
OF THE TOWN OF LOS GATOS
APPROVING AN AMENDMENT TO THE AGREEMENT FOR
PROFESSIONAL ENGINEERING SERVICES
WITH INTEGRATED ENGINEERING SERVICES
IN CONNECTION WITH PROJECT 04 -64
CHILLER/COOLING TOWER REPLACEMENT AT THE CIVIC CENTER
WHEREAS, the Town Council has selected the firm of Integrated Engineering
Services provide traffic engineering consultant services in connection with the Chiller /Cooling
Tower Replacement at the Civic Center; and
NOW, THEREFORE, IT IS RESOLVED that the Town Council of the Town
of Los Gatos hereby approves the attached Amendment No. 1 in the amount of $3,550.00 to
provide scope of work and construction plan changes, recommended through bid assessment by
staff and consulting engineers to accomplish project cost reduction preparatory to putting this
project out for re -bid.
BE IT FURTHER RESOLVED that the Town Manager is hereby authorized
and directed to execute said Amendment to the Agreement on behalf of the Council.
PASSED AND ADOPTED at a regular meeting of the Town Council of the
Town of Los Gatos held on the 17th day of October, 2005, by the following vote:
COUNCIL MEMBERS:
AYES: Steve Glickman, Diane McNutt, Joe Pirzynski, Barbara Spector,
Mayor Mike Wasserman.
NAYS: None
ABSENT: None
ABSTAIN: None
SIGNED:
MAYOR OF THE TOWN OF LOS GATOS
LOS GATOS, CALIFORNIA
ATTEST:
`� 7 ' I ;�
CLERK A IS RATOR
OF THE TOWN OF LOS GATOS
LOS GATOS, CALIFORNIA
AMENDMENT TO AGREEMENT
This AMENDMENT TO AGREEMENT is entered into this day of
200_, by and between the Town of Los Gatos, State of California, herein called "Town," and
Integrated Engineering Services, herein called "[Consultant]."
RECITALS
A. Town and Consultant entered into an agreement on June 25, 2005 to provide professional
engineering services ( "Agreement "), in connection with Project 04 -64 - Chiller /Cooling
Tower Replacement at the Civic Center, a copy of which is attached hereto and incorporated
herein.
AMENDMENT
The Agreement is hereby amended to add Contract Amendment No. 1 dated September 27,
2005 in the amount of $3,550.00 to provide scope of work and construction plan changes,
recommended through bid assessment by staff and consulting engineers to accomplish
project cost reduction preparatory to putting this project out for re -bid.
2. All other terms and conditions of the Agreement of June 25, 2005 remain in full force and
effect.
IN WITNESS WHEREOF, the Town and Consultant have executed this second Agreement
to the Agreement as of the date indicated on page one (1).
Town of Los Gatos, by:
By: Integrated Engineering Services
70 Saratoga Avenue - Suite 200
Santa Clara, CA 95051
Debra J. Figone, Town Manager
Town of Los Gatos
Recommended by:
John E. Curtis
Director of Parks and Public Works
Approved as to Form:
Orry P. Korb, Town Attorney
ATTEST:
Marlyn Rasmussen, Clerk Administrator
(Signature)
(Print Name)
Exhibit A
CON'T'RACT CHANGE ORDER REQUEST
Date: September 27, 2005 TES Project #: 205128
Client: Town of Los Gatos Project Name: Chiller replacement -Civic Center
Attention: Mr. Bruce Smith Project Description:
CHANGE ORDER # 1
Client Requests and hereby authorizes IES to make the following changes to the Scope of Work outlined in the proposal dated
Revise drawings to reflect a scope change to re -bid the project with a base bid and add cost for additional work /
COST ADJUSTMENT
ChangeOrder Amount ............................................................. ............................... ......................$
Current P.O. Amount $27,350.00
New Total P.O. Amount------------------------ ------- •----------------- - - - - -- -- ....... - - -- $30,900.00
SCHEDULE IMPACT
None
OTHER TERMS
Services covered by this Agreement shall be performed in accordance with the terms and conditions stated in the
original proposal and contract documents including any referenced attachments, as amended above. The Agreement
supersedes all prior understandings and agreements and may only be changed by written amendment executed by
both parties.
Please return this signed agreement to IES to authorize change order.
Integrated Engineering Services Client
Signed: Signed:
Name/Title: Erland Jannesson Name /Title:
Dated: September 27, 2005 Dated: -
70 Saratoga Ave., Suite 200. ♦ Santa Clara, CA 95051 Attachment 2
CLErk JEPARTMENT
AGR
I I I H
AGREEMENT FOR PROFESSIONAL ENGINEERIN &C ONSULTANT SERVI
REC
RESO
THIS AGREEMENT is entered into this day of 20_, by and
between the Town of Los Gatos, State of California, herein called the "Town ", and fntegrated
Engineering Systems , engaged in providing professional engineering consultant services herein
called the "Consultant ",
RECITALS
A. The Town is considering undertaking activities to perform mechanical, electrical, and
structural engineering services in connection with Project 04 -64 - Chiller /Cooling Tower
Replacement at the Civic Center.
B. The Town desires to engage a professional engineering consultant to provide consulting
services in conjunction with the Chiller /Cooling Tower Replacement at the Civic Center
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:
Scope of Services The Consultant shall provide the following services listed below.
1. Time of Performance. The services of the Consultant are to commence upon
the execution of this Agreement and issuance of a Town purchase order, with
completion of the project by June 30, 2005,
2. 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 represents and
warrants to Town that Consultant shall, at its sole cost and expense, keep in
effect or obtain at all times during the term of this Agreement any licenses,
permits, and approvals which are legally required for Consultant to practice
its profession. Consultant shall maintain a Town of Los Gatos business
license pursuant to Chapter 14 of the Code of the Town of Los Gatos.
3. Sole Responsibility Consultant shall be responsible for employing or
engaging all persons necessary to perform the services Under this Agreement,
Attachment 3
4. 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
Agreem.ent 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.
5. Compensation Compensation for Consultant's professional services shall not
exceed $27,350.00, and payment shall be based upon Town approval of each
task.
Billing shall be accompanied by a detailed explanation of the work performed by whom at
what rate and on what date. Also, plans, specifications, documents or other pertinent
materials shall be submitted for 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 reference the Town's purchase order number
and be addressed as follows:
Invoices: Statements:
Town of Los Gatos Town of Los Gatos
Attn: Accounts Payable Attn: Finance Department
P.O. Box 655 P:O. Box 655
Los Gatos, CA 95031 Los Gatos, CA 95031
6. 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.
7. Project Manager The Project Manager for the Consultant for the work under
this Agreement shall be Erland Jannesson.
8, 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,
0
To Town:
Notices Any notice required to be given shall be deemed to be duly and
properly given if mailed postage prepaid, and addressed to:
Jolm E. Curtis
Director of Parks and Public Works
Town of Los Gatos
41 Miles Avenue
Los Gatos, CA 95030
To Consultant:
Erland Jannesson
Integrated Engineering Services
70 Saratoga Avenue
Santa Clara, CA 95051 -7301
or personally delivered to Consultant to such address or such other address as Consultant
designates in writing to Town.
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 performance or wrongdoing,
Conflict of Interest Consultant understands that its professional
responsibilities is solely to the Town. The Consultant has and shall not
obtain any holding or interest within the Town of Los Gatos. Consultant has
no business holdings or agreements with any individual member 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.
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,
13. Insurance
A. Minimum Scope of Insurance:
i.. Consultant agrees to have and maintain, for the duration of the contract,
General Liability insurance policies insuring him/her and his /her firm to an
amount not less than: one million dollars ($1,000,000) combined single limit
per occurrence for bodily injury, personal injury and property damage.
ii. Consultant agrees to have and maintain for the duration of the contract, an
Automobile Liability insurance policy ensuring him/her and his/her staff to
an amount not less than one million dollars ($1,000,000) combined single
limit per accident for bodily injury and property damage.
iii. Consultant shall provide to the Town all certificates of insurance, with
original endorsements effecting covefage. 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 pmissions in the
performance of the particular scope of work under this agreement.
B. General Liability:
i. The Town, its officers, officials, employees and volunteers are to be covered
as insured as respects: liability arising out of activities performed by or on
behalf of the Consultant; products and completed operations of Consultant,
premises owned or used by the Consultant, This requirement does not apply
to the professional liability insurance required for professional errors and
omissions. ,
ii. The Consultant's insurance coverage shall be primary insurance as respects
the Town, its officers, officials, employees and volunteers. Any insurance or
self - insurances maintained by the Town, its officers, officials, employees or
volunteers shall be excess of the Consultant's insurance and shall not
contribute with it.
Iii. Any failure to comply with reporting provisions of the policies shall not
affect coverage provided to the Town, its officers, 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, 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 Clerk
Administrator.
D. In addition to these policies, Consultant shall have and maintain Workers'
Compensation insurance as required by California law and shall provide evidence of
such policy to the Town before beginning services 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 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. 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.
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 A.ueement The Town and the Consultant shall have the
right to terminate this agreement with or without cause by giving not less than
15 days written notice of termination, In the event of termination, the
Consultant shall deliver to the Town all plans, files, documents and reports
performed to date by the Consultant, In the event of such termination, Town
shall pay Consultant an amount that bears the same ratio to the maximum
contract price as the work delivered to the Town bears to completed services
contemplated under this Agreement pursuant to Exhibit 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
and the Consultant.
19. 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,
20. Entire Agreement This Agreement, including (Exhibit A) attached hereto,
constitutes the complete and exclusive statement of the Agreement between
the Town and Consultant. No terms, conditions, understandings or
agreements purporting to modify or vary this Agreement, unless hereafter
made in writing and signed by the party to be bound, shall be binding on
either party,
IN WITNESS WHEREOF, the Town and Consultant have executed this Agreement as of the
Recommended by:
John rti
Direct r of arks and Public Works
Approved as to form:
�� Fr &>
Orry . Korb, Town Attorney
Attest:
Town of Los Gatos, Los Gatos, California
Consultant, by:
Integrated Engineering Services
Signature
Print Name
Title
Marlyn.Ra O en, terk Administrator
date indicated on page one (1).
Town of Los Gatos, by: