Staff ReportMEETING DATE: 10/06/15
ITEM NO.
�aS GAjOS COUNCIL AGENDA REPORT
DATE: OCTOBER 1, 2015
TO: MAYOR AND TOWN COUNCIL
FROM: LAUREL R. PREVETTI, TOWN MANAGER
SUBJECT: AUTHORIZE THE TOWN MANAGER TO EXECUTE AGREEMENTS WITH
EMC PLANNING GROUP, INC., GEIER & GEIER CONSULTING, INC.,
AND KIMLEY -HORN AND ASSOCIATES, INC. TO PROVIDE
ENVIRONMENTAL REVIEW SERVICES TO THE TOWN.
RECOMMENDATION:
Authorize the Town Manager to execute agreements with EMC Planning Group, Inc., Geier & Geier
Consulting, Inc., and Kimley -Horn and Associates, Inc. to provide environmental review services to
the Town.
BACKGROUND:
On May 12, 2015, the Town distributed a Request for Qualifications (RFQ) for environmental
review services to nineteen (19) firms that have a proven record of preparing environmental
documents for local agencies that comply with the California Environmental Quality Act (CEQA).
Twelve (12) responses were received and reviewed. Town staff concluded that EMC Planning
Group, Inc., Geier & Geier Consulting, Inc. and Kimley -Horn and Associates, Inc. were best
qualified and reasonably priced to meet the needs of the Town. The Town should retain at least two
consultants to distribute the work accordingly. As noted in the draft agreements the
guarantee of a minimum amount of work,
PREPARED BY: Joel S. Paulson, Planning Manager 1 plr''
Reviewed by: ssistant Town Manager To n Attorney finance
N:\DEV\EN VIRONMENTAL REVIEW \RFQ \6- 5- 15\Env Consultant Council Report.doc
re rs no
Reformatted: 5/30/02
PAGE 2
MAYOR AND TOWN COUNCIL
SUBJECT: APPROVAL OF ENVIRONMENTAL CONSULTANT CONTRACTS
OCTOBER 1, 2015
DISCUSSION:
Environmental consultants serve in a similar capacity to the Town geotechnical, arborist, and
architectural consultants. When CEQA environmental review is required for a project, the following
steps are taken (this example is for an Initial Study / Negative Declaration; similar steps are followed
for an Environmental Impact Report):
• Negative Declaration (ND) fee and Initial Study (IS) deposit are paid by applicant.
• Purchase Order is obtained from Finance.
• Authorization to proceed is sent to one of the environmental consultants. Staff determines
which consultant based on work load and other factors.
• Project planner provides plans, supporting documentation, and technical reports to the
consultant.
• Consultant interacts with Town staff as needed to clarify codes, policies, applicable
development standards and /or guidelines, and project issues (applicant interface is
done by Town staff).
• Consultant provides administrative draft IS and ND.
• Town staff and any other reviewing agencies review administrative draft IS and ND (e.g.
VTA, Caltrans, Santa Clara County Fire Department, Santa Clara Valley Water District,
etc.).
• Following receipt of review comments, the public review draft IS and ND are prepared
and provided to the Town for distribution for public review.
• Based on the public review and comment, the Town may direct additional work to
address the comments.
• Consultant bills the Town for work completed.
Typical tasks that the envirommental consultant may be called on to provide include the following:
• Scoping meetings with staff for projects that are not exempt from the California
Environmental Quality Act (CEQA).
• Field visits and documentation of existing site conditions.
• Interaction with Town staff to clarify or discuss project issues.
• Preparation of Initial Studies and Negative Declarations.
• Preparation of Mitigation Monitoring and Reporting Programs when required.
• Attendance at public hearings or meetings as required.
• Preparation of follow -up clarification letters or documentation for any IS or ND as
required.
• Preparation of Environmental Impact Reports (EIRs).
PAGE 3
MAYOR AND TOWN COUNCIL
SUBJECT: APPROVAL OF ENVIRONMENTAL CONSULTANT CONTRACTS
OCTOBER 1, 2015
Selected Finns
EMC Planning Group, Inc. (EMC) has been providing environmental review services for 37
years and has served as a consultant to the Town for the past five years. EMC has prepared
environmental documents for the Town, including North 40 Specific Plan, 375 Knowles, Il
Vicinato Subdivision, and Terraces of Los Gatos.
Geier & Geier Consulting, Inc. (GGC) has been providing environmental review services for
35 years and has served as a consultant to the Town for the past 15 years. In that capacity,
GGC has prepared over 150 IS and Mitigated NDs for a variety of development applications.
GGC has also prepared EIRs for the Town, including Sisters of the Holy Names, Surrey Fann
Estates, Highlands of Los Gatos, Shannon Valley Ranch, and Dittos Lane.
Kimley -Horn and Associates, Inc. (KH) has been providing environmental review services
for over 50 years. This firm has been responsible for hundreds of legally defensible
enviromnental CEQA documents. KH has prepared enviromnental documents for the
Moffett Place project in the City of Sunnyvale and San Rafael Corporate Center in the City
of San Rafael. The inclusion of this firm brings additional environmental review capacity to
the Town.
ENVIRONMENTAL REVIEW:
Environmental review is not required as this is not a project defined by the California Environmental
Quality Act.
FISCAL IMPACT:
Environmental assessment is a cost recovery activity as part of the development review process.
Applicants pay a fee to the Town to cover the consultant costs to prepare environmental documents.
CONCLUSION:
Based on the qualifications of the selected companies, staff recommends that the Town Council
authorize the Town Manager to execute agreements with EMC Planning Group, Inc., Geier & Geier
Consulting, Inc., and Kimley -Horn and Associates, Inc. to serve as environmental consultants to the
Town.
Attachments:
1. Draft Agreement for EMC Planning Group, Inc.
2. Draft Agreement for Geier & Geier Consulting, Inc.
3. Draft Agreement for Kimley -Horn and Associates, Inc.
PAGE
MAYOR AND TOWN COUNCIL
SUBJECT: APPROVAL OF ENVIRONMENTAL CONSULTANT CONTRACTS
OCTOBER 1, 2015
Distribution:
EMC Planning Group, Inc., 301 Lighthouse Avenue, Suite C, Monterey, CA 93940
Geier & Geier Consulting, Inc., P. O. Box 5054, Berkeley, CA 94705 -5054
Kin ley -Horn and Associates, Inc., 100 W. San Fernando Street, Suite 250, San Jose, CA 95113
AGREEMENT FOR CONSULTANT SERVICES
THIS AGREEMENT is entered into this I" day of October, 2015, by and between the Town of Los
Gatos, State of California, herein called the "Town ", and, EMC Planning Group, Inc. engaged in providing
environmental review services herein called the "Consultant ".
I. RECITALS
1.1 To streamline the environmental review process and improve efficiency the Town, since 1998, has
retained an environmental consultant to conduct environmental assessments and prepare
environmental documents for Town projects.
1.2. The Town desires to engage EMC Planning Group, Inc. to provide consulting services in conjunction
with this streamlining because of firms experience and qualifications to perform the desired work.
1.3. The Consultant represents and affirms that it is qualified and willing to perform the desired work
pursuant to this Agreement.
1.4 Consultant warrants it possesses the distinct professional skills, qualifications, experience, and
resources necessary to timely perform the services described in this Agreement. Consultant
acknowledges Town has relied upon these warranties to retain Consultant.
II. AGREEMENTS
NOW, THEREFORE, THE PARTIES HERETO AGREE AS FOLLOWS:
2.1 Scope of Services. The Consultant shall provide the services as detailed below:
a. Attend a minimum of one preliminary scoping meeting with staff and additional meetings
with staff if necessary.
b. Visit the project site, document existing site conditions, identify issues and determine
whether additional technical studies are needed.
C. Recommend whether an Initial Study or EIR should be prepared.
d. Prepare a scope of work with cost estimate (if amount will exceed initial fee) and
schedule.
e. Consult with other Town departments and outside agencies as needed.
f Prepare Initial Study and Negative Declaration and Notice of Intent to Adopt or Negative
Declaration. Provide 5 copies of the draft and 25 copies of the final draft. The consultant
shall also provide electronic copies of the final document in the approved work process
software at the time the final draft copies are delivered to the Town.
g. Prepare Mitigation Monitoring Programs, when required.
It. Attend a minimum of one Planning Commission and one Town Council meeting as
needed. Additional meetings will be authorized by the Community Development
Director on an "as needed basis ", and the Town will be charged only for time and
materials. Funds to pay for additional meetings shall be provided by the applicant to the
Town prior to the meetings.
Prepare follow -up clarification letters to respond to public review comments and provide
documentation for any Initial Study or Negative Declarations as needed at no additional
cost to the Town.
If an EIR is recommended as a result of the Initial Study or if significant evidence is
clearly evident that an EIR is warranted, the Community Development Director has the
discretion to choose one the following three options: 1) Ask the consultant for an
estimate to prepare the EIR based on a scope of work developed by the Community
Development Department; 2) Ask the Alternate Environmental consultant for an estimate
to prepare a scope of work developed by the Community Development Department; or 3)
Prepare a Request for Proposal for the EIR and solicit proposals from other consultants
and enter into a contract for its preparation. The requirements and scope of work for each
EIR shall be developed by the Planning Department on a case -by -case basis and shall be
incorporated into the contract for the EIR.
2.2 Tenn and Time of Performance. The services of the Consultant are fixed for a five year period that
will commence upon the execution of the contract and the Town. At the end of this period, should
the Town not renew the contract, the contract shall automatically expire. The individual time of
perfonmance schedule for each project referred to the Consultant is required to be perform as
outlined in the scope of work section of this 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, pen-nits, 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.
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. Prior to the Town authorizing the preparation of an Initial Study, the Community
Development Director will send the consultant an "Authorization to Proceed" letter. The consultant
shall sign the authorization and return it to the Town. Upon receipt of this letter, the Town of Los
Gatos shall compensate the firm on the following basis:
a. A maximum of $5,000 per project (which maybe re- evaluated and modified at the beginning
of the new fiscal year upon written authorization of the Community Development Director)
for the preparation of an Initial Study, Negative Declaration, and /or Mitigation Monitoring
Plan. This shall include attendance at the meetings noted above, the specified nurnber of
draft, final and electronic file copies, and follow up clarification letters or documentation
regarding the preparation of these documents.
b. Costs incurred by the consultant for additional tasks beyond the scope of work of the original
Initial Study or Negative Declaration that are not specifically required to clarify information
within the documents or clarify issues relating to the preparation of the environmental
assessment shall be authorized by the Town prior to the preparation of the analysis or
supplementary documents.
C. Cost for the preparation for an EIR shall be detennined by a scope of work developed by the
Community Development Director on a project specific basis. The full cost of preparing the
EIR shall be borne by the project applicant.
See attached Exhibit A for hourly rates.
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
Attn: Accounts Payable
P.O. Box 655
Los Gatos, CA 95031 -0655
2.8 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 Project Manager. The Project Managers for the Consultant for the work under this Agreement shall
be Teri Wissler Adam.
2.10 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.
2.11 Independent Contractor. It is understood that the Consultant, in the performance of the work and
services agreed to be performed, shall act as and be an independent contractor and not an agent or
employee of the Town. 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.
2.12 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.
2.13 Equal Employment Opportunity. Consultant warrants that it is an equal opportunity employer and
shall comply with applicable regulations governing equal employment opportunity. Neither
Consultant nor its subcontractors do and neither shall discriminate against persons employed or
seeking employment with them on the basis of age, sex, color, race, marital status, sexual orientation,
ancestry, physical or mental disability, national origin, religion, or medical condition, unless based
upon a bona fide occupational qualification pursuant to the California Fair Employment & Housing
III. INSURANCE AND INDEMNIFICATION
3.1 Minimum Scope of Insurance:
Consultant agrees to have and maintain, for the duration of the contract, General
Liability insurance policies insuring him/her and his /her firm to an amount not less
than: one million dollars ($1,000,000) combined single limit per occurrence for
bodily injury, personal injury and property damage.
ii. Consultant agrees to have and maintain for the duration of the contract, an
Automobile Liability insurance policy ensuring him/her and his/her staff to an
amount not less than one million dollars ($1,000,000) combined single limit per
accident for bodily injury and property damage.
iii. Consultant shall provide to the Town all certificates of insurance, with original
endorsements effecting coverage. Consultant agrees that all certificates and
endorsements are to be received and approved by the Town before work commences.
iv. Consultant agrees to have and maintain, for the duration of the contract, professional
liability insurance in amounts not less than $1,000,000 which is sufficient to insure
Consultant for professional errors or omissions in the performance of the particular
scope of work under this agreement.
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 ofthe
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.
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.
3.3 Workers' Compensation. 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.
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 maybe 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.
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 Town:
Laurel R. Prevetti
Town Manager
Town of Los Gatos
110 E. Main Street
Los Gatos, CA 95030
To Consultant:
EMC Planning Group, Inc.
Attn: Teri Wissler Adam
301 Lighthouse Avenue, Suite C
Monterey, CA 93940
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 of 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 constitutes the complete and exclusive statement of the
Agreement between the Town and Consultant. No terms, conditions, understandings or agreements
purporting to modify or vary this Agreement, unless hereafter made in writing and signed by the party
to be bound, shall be binding on either party.
IN WITNESS WHEREOF, the Town and Consultant have executed this Agreement as of the date indicated
on page one.
Town of Los Gatos by:
Laurel R. Prevetti, Town Manager
Approved as to Form by:
Robert W. Schultz, Town Attorney
N:ADEVAAgreements \EMC Planning Group Inc - 10- 1- 15.doe
Consultant, by:
Teri Wissler Adam, Senior Principal
EMC Planning Group, Inc.
This Page
Intentionally
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Principals Hourly Biffing Rate
Senior Principal $205.00
(Michael Groves, Teri Wissler Adam, Cris Staedler)
Planners
Principal Planner
$185.00
(Richard James, Ron Sissem, Sally Rideout)
Senior Planner
- $150.00
(Polaris Kinison Brown, Bryce Ternet)
Associate Planner
$125.00
Assistant Planner
$105.00
(Rachel Hawkins, Stuart Poulter, Dana McCarthy)
Biologists
Senior Biologist
$150.00
(Andrea Edwards, Janet 11se)
Certified Arborist
$125.00
(Andrea Edwards)
Associate Biologist
$125.00
(Stefanie Krantz)
Support Staff
Desktop Publisher
$125.00
(E.J. Kim)
Administrative Assistant
$95.00
(Vickie Bermea)
Office Assistant
$75.00
(Susan Groves- Ameil)
Expenses
Rate
Mileage
$0.575
Photocopying
$0.10
(Per Mile)
(Per Copy)
t ;�
This fee schedule is exclusive of direct reimbursable expenses, such as word processing, editing, printing,
copying, travel, lodging, dining, communications, supplies, equipment rental, etc. All expenses are billed at
cost plus ten percent (10 %) for administration. All outside services are billed at cost plus ten percent (10 %) for
administration. This fee schedule is subject to revision at any time.
Invoices are due and payable within 30 days. Past due balances are subject to a service charge of one and one-
half percent (1.5 %) per month. Service charges are in addition to approved contract amount.
(Effective January 1, 2015)
AGREEMENT FOR CONSULTANT SERVICES
THIS AGREEMENT is entered into this I" day of October, 2015, by and between the Town of Los
Gatos, State of California, herein called the "Town ", and, Geier and Geier Consulting, Inc. engaged in
providing environmental review services herein called the "Consultant ".
I. RECITALS
1.1 To streamline the environmental review process and improve efficiency the Town, since 1998, has
retained an environmental consultant to conduct environmental assessments and prepare
environmental documents for Town projects.
1.2. The Town desires to engage Geier and Geier Consulting, Inc. to provide consulting services in
conjunction with this streamlining because of firms experience and qualifications to perform the
desired work.
1.3. The Consultant represents and affirms that it is qualified and willing to perform the desired work
pursuant to this Agreement.
1.4 Consultant warrants it possesses the distinct professional skills, qualifications, experience, and
resources necessary to timely perform the services described in this Agreement. Consultant
acknowledges Town has relied upon these warranties to retain Consultant.
11. AGREEMENTS
NOW, THEREFORE, THE PARTIES HERETO AGREE AS FOLLOWS:
2.1 Scope of Services. The Consultant shall provide the services as detailed below:
a. Attend a minimum of one preliminary scoping meeting with staff and additional meetings
with staff if necessary.
b. Visit the project site, document existing site conditions, identify issues and detennine
whether additional technical studies are needed.
C. Recommend whether an Initial Study or FIR should be prepared.
d. Prepare a scope of work with cost estimate (if amount will exceed initial fee) and
schedule.
e. Consult with other Town departments and outside agencies as needed.
f. Prepare Initial Study and Negative Declaration and Notice of Intent to Adopt or Negative
Declaration. Provide 5 copies of the draft and 25 copies of the final draft. The consultant
shall also provide electronic copies of the final document in the approved work process
software at the time the final draft copies are delivered to the Town.
g. Prepare Mitigation Monitoring Programs, when required.
h. Attend a minimum of one Planning Commission and one Town Council meeting as
needed. Additional meetings will be authorized by the Community Development
Director on an "as needed basis ", and the Town will be charged only for time and
materials. Funds to pay for additional meetings shall be provided by the applicant to the
Town prior to the meetings.
A TACImENT 2
i. Prepare follow -up clarification letters to respond to public review comments and provide
documentation for any Initial Study or Negative Declarations as needed at no additional
cost to the Town.
If an EIR is recommended as a result of the Initial Study or if significant evidence is
clearly evident that an EIR is warranted, the Community Development Director has the
discretion to choose one the following three options: 1) Ask the consultant for an
estimate to prepare the EIR based on a scope of work developed by the Community
Development Department; 2) Ask the Alternate Environmental consultant for an estimate
to prepare a scope of work developed by the Community Development Department; or 3)
Prepare a Request for Proposal for the EIR and solicit proposals from other consultants
and enter into a contract for its preparation. The requirements and scope of work for each
EIR shall be developed by the Planning Department on a case -by -case basis and shall be
incorporated into the contract for the EIR.
2.2 Term and Time of Performance. The services of the Consultant are fixed for a five year period that
will commence upon the execution of the contract and the Town. At the end of this period, should
the Town not renew the contract, the contract shall automatically expire. The individual time of
performance schedule for each project referred to the Consultant is required to be perform as
outlined in the scope of work section of this 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.
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. Prior to the Town authorizing the preparation of an Initial Study, the Community
Development Director will send the consultant an "Authorization to Proceed" letter. The consultant
2
shall sign the authorization and return it to the Town. Upon receipt of this letter, the Town of Los
Gatos shall compensate the firm on the following basis:
a. A maximum of $5,000 per project (which may be re- evaluated and modified at the beginning
of the new fiscal year upon written authorization of the Community Development Director)
for the preparation of an Initial Study, Negative Declaration, and /or Mitigation Monitoring
Plan. This shall include attendance at the meetings noted above, the specified number of
draft, final and electronic file copies, and follow up clarification letters or documentation
regarding the preparation of these documents.
b. Costs incurred by the consultant for additional tasks beyond the scope of work of the original
Initial Study or Negative Declaration that are not specifically required to clarify information
within the documents or clarify issues relating to the preparation of the environmental
assessment shall be authorized by the Town prior to the preparation of the analysis or
supplementary documents.
C. Cost for the preparation for an EIR shall be determined by a scope of work developed by the
Community Development Director on a project specific basis. The full cost of preparing the
EIR shall be borne by the project applicant.
See attached Exhibit A for hourly rates.
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
Attn: Accounts Payable
P.O. Box 655
Los Gatos, CA 95031 -0655
2.8 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 Project Manager. The Project Managers for the Consultant for the work under this Agreement shall
be Valier Chew Geier, Principal or Fritz Geier, Principal.
2.10 Assignabilitv 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.
2.11 Independent Contractor. It is understood that the Consultant, in the performance of the work and
services agreed to be performed, shall act as and be an independent contractor and not an agent or
employee of the Town. 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.
2.12 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.
2.13 Equal Employment Opportunity. Consultant warrants that it is an equal opportunity employer and
shall comply with applicable regulations governing equal employment opportunity. Neither
Consultant nor its subcontractors do and neither shall discriminate against persons employed or
seeking employment with them on the basis of age, sex, color, race, marital status, sexual orientation,
ancestry, physical or mental disability, national origin, religion, or medical condition, unless based
upon a bona fide occupational qualification pursuant to the California Fair Employment & Housing
III. INSURANCE AND INDEMNIFICATION
3.1 Minimum Scope of Insurance:
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
0
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:
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.
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.
3.3 Workers' Compensation. 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.
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.
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 shallbeentitledto
reasonable attorney's fees, including costs of appeal.
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 Town:
Laurel R. Prevetti
Town Manager
Town of Los Gatos
110 E. Main Street
Los Gatos, CA 95030
To Consultant:
Valerie Chew Geier
P.O. Box 5054
Berekely, CA 94705 -5054
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 of 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 constitutes the complete and exclusive statement of the
Agreement between the Town and Consultant. No terms, conditions, understandings or agreements
purporting to modify or vary this Agreement, unless hereafter made in writing and signed by the party
to be bound, shall be binding on either party.
IN WITNESS WHEREOF, the Town and Consultant have executed this Agreement as of the date indicated
on page one.
Town of Los Gatos by:
Laurel R. Prevetti, Town Manager
Approved as to Form by:
Robert W. Schultz, Town Attorney
N:`.DMAgreementsVGeier and Geier- 10- 1- 15.doc
Consultant, by:
Valerie Chew Geier, Principal
Geier and Geier Consulting, Inc.
GEIER & GEIER CONSULTING, INC.
(Sample Fee Sheet)
HOURLY RATES
Principal $145.00
Associate $135.00
Administration $ 75.00
XIHBII' A
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AGREEMENT FOR CONSULTANT SERVICES
THIS AGREEMENT is entered into this I" day of October, 2015, by and between the Town of Los
Gatos, State of California, herein called the "Town ", and, Kimley -Horn and Associates, Inc. engaged in
providing environmental review services herein called the "Consultant ".
I. RECITALS
1.1 To streamline the environmental review process and improve efficiency the Town, since 1998, has
retained an environmental consultant to conduct environmental assessments and prepare
environmental documents for Town projects.
1.2. The Town desires to engage Kimley -Horn and Associates, Inc. to provide consulting services in
conjunction with this streamlining because of firms experience and qualifications to perform the
desired work.
1.3. The Consultant represents and affirms that it is qualified and willing to perform the desired work
pursuant to this Agreement.
1.4 Consultant warrants it possesses the distinct professional skills, qualifications, experience, and
resources necessary to timely perform the services described in this Agreement. Consultant
acknowledges Town has relied upon these warranties to retain Consultant.
11. AGREEMENTS
NOW, THEREFORE, THE PARTIES HERETO AGREE AS FOLLOWS:
2.1 Scope of Services. The Consultant shall provide the services as detailed below:
a. Attend a minimum of one preliminary scoping meeting with staff and additional meetings
with staff if necessary.
b. Visit the project site, document existing site conditions, identify issues and determine
whether additional technical studies are needed.
C. Recommend whether an Initial Study or EIR should be prepared.
d. Prepare a scope of work with cost estimate (if amount will exceed initial fee) and
schedule.
e. Consult with other Town departments and outside agencies as needed.
f. Prepare Initial Study and Negative Declaration and Notice of Intent to Adopt or Negative
Declaration. Provide 5 copies of the draft and 25 copies of the final draft. The consultant
shall also provide electronic copies of the final document in the approved work process
software at the time the final draft copies are delivered to the Town.
g. Prepare Mitigation Monitoring Programs, when required.
h. Attend a minimum of one Planning Commission and one Town Council meeting as
needed. Additional meetings will be authorized by the Community Development
Director on an "as needed basis ", and the Town will be charged only for time and
materials. Funds to pay for additional meetings shall be provided by the applicant to the
Town prior to the meetings.
i. Prepare follow -up clarification letters to respond to public review comments and provide
documentation for any Initial Study or Negative Declarations as needed at no additional
cost to the Town.
j. If an EIR is recommended as a result of the Initial Study or if significant evidence is
clearly evident that an EIR is warranted, the Community Development Director has the
discretion to choose one the following three options: 1) Ask the consultant for an
estimate to prepare the EIR based on a scope of work developed by the Community
Development Department; 2) Ask the Alternate Environmental consultant for an estimate
to prepare a scope of work developed by the Community Development Department; or 3)
Prepare a Request for Proposal for the EIR and solicit proposals from other consultants
and enter into a contract for its preparation. The requirements and scope of work for each
EIR shall be developed by the Planning Department on a case -by -case basis and shall be
incorporated into the contract for the EIR.
2.2 Tenn and Time of Performance. The services of the Consultant are fixed for a five year period that
will commence upon the execution of the contract and the Town. At the end of this period, should
the Town not renew the contract, the contract shall automatically expire. The individual time of
performance schedule for each project referred to the Consultant is required to be perform as
outlined in the scope of work section of this 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.
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. Prior to the Town authorizing the preparation of an Initial Study, the Community
Development Director will send the consultant an "Authorization to Proceed" letter. The consultant
2
shall sign the authorization and return it to the Town. Upon receipt of this letter, the Town of Los
Gatos shall compensate the firm on the following basis:
a. A maximum of $5,000 per project (which may be re- evaluated and modified at the beginning
of the new fiscal year upon written authorization of the Community Development Director)
for the preparation of an Initial Study, Negative Declaration, and /or Mitigation Monitoring
Plan. This shall include attendance at the meetings noted above, the specified number of
draft, final and electronic file copies, and follow up clarification letters or documentation
regarding the preparation of these documents.
b. Costs incurred by the consultant for additional tasks beyond the scope of work of the original
Initial Study or Negative Declaration that are not specifically required to clarify information
within the documents or clarify issues relating to the preparation of the environmental
assessment shall be authorized by the Town prior to the preparation of the analysis or
supplementary documents.
C. Cost for the preparation for an EIR shall be determined by a scope of work developed by the
Community Development Director on a project specific basis. The full cost of preparing the
EIR shall be borne by the project applicant.
See attached Exhibit A for hourly rates.
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
Attn: Accounts Payable
P.O. Box 655
Los Gatos, CA 95031 -0655
2.8 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 Project Manager. The Project Managers for the Consultant for the work under this Agreement shall
be Laura Worthington- Forbes.
2.10 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.
2.11 Independent Contractor. It is understood that the Consultant, in the performance of the work and
services agreed to be performed, shall act as and be an independent contractor and not an agent or
employee of the Town. 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.
2.12 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.
2.13 Equal Employment Opportunity. Consultant warrants that it is an equal opportunity employer and
shall comply with applicable regulations governing equal employment opportunity. Neither
Consultant nor its subcontractors do and neither shall discriminate against persons employed or
seeking employment with them on the basis of age, sex, color, race, marital status, sexual orientation,
ancestry, physical or mental disability, national origin, religion, or medical condition, unless based
upon a bona fide occupational qualification pursuant to the California Fair Employment & Housing
1I1. INSURANCE AND INDEMNIFICATION
3.1 Minimum Scope of Insurance:
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
11
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:
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.
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.
3.3 Workers' Compensation. 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.
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.
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 Tennination 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 shallbeentitledto
reasonable attorney's fees, including costs of appeal.
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 Town:
Laurel R. Prevetti
Town Manager
Town of Los Gatos
110 E. Main Street
Los Gatos, CA 95030
To Consultant:
Kimley -Horn and Associates, Inc.
Attn: Laura Worthington- Forbes
100 W. San Fernando St., Suite 250
San Jose, CA 95113
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 of 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 constitutes the complete and exclusive statement of the
Agreement between the Town and Consultant. No terms, conditions, understandings or agreements
purporting to modify or vary this Agreement, unless hereafter made in writing and signed by the party
to be bound, shall be binding on either party.
IN WITNESS WHEREOF, the Town and Consultant have executed this Agreement as of the date indicated
on page one.
Town of Los Gatos by:
Laurel R. Prevetti, Town Manager
Approved as to Form by:
Robert W. Schultz, Town Attorney
N:\[)BVAAgieements \Kimley -Hom and Associates - I0- 1- 15.doe
Consultant, by:
Laura Worthington- Forbes, Principal -in- Charge
Kimley -Horn and Associates, Inc.
KIMLEY -HORN AND ASSOCIATES, INC.
(Sample Fee Sheet)
Project Manager
Environmental Analyst
Administration
HOURLY RATES
$185.00
$105.00
$ 85.00
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