1995-106-Authorizing The Execution Of Agreements For Environmental Initial StudiesRESOLUTION 1995 -106
RESOLUTION OF THE TOWN COUNCIL
OF THE TOWN OF LOS GATOS
AUTHORIZING THE EXECUTION OF AGREEMENTS FOR
ENVIRONMENTAL INITIAL STUDIES
RESOLVED, that due to the uniqueness and special characteristics of environmental
consulting in that qualifications, experience and expert knowledge of the California Environmental
Quality Act need to be verified and the fact that the services rendered are borne by a project
applicant and not the Town, it would be more advantageous to acquire these services by negotiated
bid.
RESOLVED, by the Town Council that the TOWN OF LOS GATOS enter into agreement
for environmental initial studies and the preparation of Negative Declarations with Environmental
Science Associates, Inc., and LSA Associates, Inc. This agreement is titled Agreement No. 1.
RESOLVED, by the Town Council that the TOWN OF LOS GATOS enter into agreement
for environmental initial studies and the preparation of Negative Declarations with Geier and
Ceier Consulting, Inc. This agreement is titles Agreement No. 2.
FURTHER RESOLVED, by the Town Council that the Town Manager is authorized and
directed to execute the attached agreements for environmental initial studies and the preparation
of Negative Declarations in the name and in behalf of the TOWN OF LOS GATOS.
n: \dev \resos \environ.agr
PASSED AND ADOPTED at a regular meeting of the Town Council held on the 7th day
of August, 1995, by the following vote:
COUNCIL MEMBERS:
AYES: Randy Attaway, Joanne Benjamin, Steven Blanton, Linda Lubeck,
Mayor Patrick O'Laughlin
NAYS: None
ABSENT: None
ABSTAIN: None
SIGNED: k�J n J
MAYOR OF THE TOW OF LOS GATOS
LOS GATOS, CALIFORNIA
ATTEST:
r
CLERK OF THE TOWN OF � S GATOS
LOS GATOS, CALIFORNIA
n: \dev \resos \environ.agr
ASR:
IHH:
REC:
AGREEMENT NO 1. FOR INITIAL STUDIES SERVICEPI
THIS AGREEMENT is entered into this 8TH day of AUGUST , 19 95 , by
and between the Town of Los Gatos, State of California, herein called the "Town", and
ENVIRMHENTAI S 1ZUC nc�,S engaged in providing
consulting services herein called the "Consultant ".
�i�Ti Vim
A. The Town is considering undertaking activities pursuant to the provisions in Title 14,
California Administrative Code, Section 15000 et sea (Guidelines for Implementation of
the California Environmental Quality Act) and California Public Resources Code Section
21000 et sea. (California Environmental Quality Act).
B. The Town desires to engage a Initial Studies Consultant to provide consulting services in
conjunction with determinations on the environmental effects of proposed projects or
developments, 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.
NOW, THEREFORE, THE PARTIES HERETO AGREE AS FOLLOWS:
1. Scope of Services. The Consultant shall provide the following services:
A. During the term of the contract the Consultant shall prepare initial studies, negative
declarations and mitigated negative declarations as defied in Title 14, California
Administrative Code, Section 15000 et sea.
B. There is no promise of any maximum or minimum number of initial study
assignments. During the term of the Agreement, The Consultant will prepare the
initial studies, negative declarations and mitigated negative declarations as the
Town requests. Further, the Consultant knows the Town may assign some or all
initial studies to other Consultants.
C. Projects will be assigned by the Town Planning Director (hereinafter "Planning
Director ") and shall comply with Title 14, California Administrative Code, Section
15000 et sea. and will be due within thirty (30) days of assignment.
Page 1 of 8
D. If the Consultant cannot meet the project schedule or deadline he /she shall inform
the Planning Director before accepting the assignment. If the Consultant delays
the assignment in an unreasonable manner or causes a violation of any time
requirement of any statute or regulation, the Town will notify the Consultant in
writing and reassign the assignment or give written notice of termination pursuant
to Item No. 17 of this Agreement.
E. The Town will prepare an "Authorization to Proceed" for each assignment. The
document shall be signed by the Planning Director or designee and the Consultant.
This document will provide information regarding the "specific project assigned. "
F. The Consultant shall meet and consult with members of the Town staff, visit the
project site, obtain information from the applicant and refer to all other reasonable
available resources for the initial studies and negative declaration. In addition, the
Consultant will attend one (1) daytime Development Review Committee (DRC)
meeting pertaining to the specific project.
G. The Consultant shall submit eight (8) draft copies of a preliminary initial study and
negative declaration draft to the Planning Director. The Planning Director, or
designee, will review the preliminary draft within fourteen (14) calendar days of
receipt. The Consultant will then be advised by letter of any corrections or
clarifications needed to complete the studies.
H. The Consultant shall submit twenty -five (25) final copies of the following
documents as minimum requirements of this Agreement (said documents to be on
8 -1/2" x 11" paper, three -hole punched and clipped together in separate packets):
i. Completed initial study;
ii. Either a recommended negative declaration or a list of subjects to which
special attention should be given in either a mitigated negative declaration
or in a draft environmental impact report;
iii. If applicable, a monitoring program in a Town - approved format; and
iv. Any other supporting data used in the preparation of the above documents
or other recommendation for review.
1. All final written documents and materials, as listed above, shall be submitted to the Office
of the Planning Director by the Consultant within one week of receiving the Town's
comments on the preliminary draft (as described in Item No. F). Only original
photographs need to be submitted.
Page 2 of 8
2. Time of Performance The services of the Consultant are to commence upon the execution
of this Agreement and Consultant will accept assignments made through June 30, 1996 and
shall be undertaken and completed in such sequence as to assure their expeditious
completion in light of the purposes of this Agreement and until written termination by one
or both parties, or completion of services as set forth in Agreement.
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 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 Article 14 of the Code of the Town of Los Gatos.
4. Confidential Information. All data, documents, discussion or other information developed
or received by or for the Consultant in performance of this Agreement are confidential and
will no be disclosed to any person except as authorized by the Town Manager, Town
Planning Director or their designee or as required by law.
5. Town Property. All materials and compilations of information produced by the Consultant
specifically to perform this Agreement are and remain property of the Town regardless-of
whether such materials and compilations are required to be, or are, actually delivered to
the Town.
6. Sole Responsibility. Consultant shall be responsible for employing or engaging all persons
necessary to perform the services under this Agreement.
7. Compensation. The compensation to be paid to the Initial Studies Consultant including
both payment for professional services and any reimbursable expenses shall be a maximum
of Fourteen Hundred and Sixteen Dollars ($1,416) for each initial study. Payment shall
be made at the Town's next issue of warrants following completion and delivery of the
study and receipt of billing. Before accepting the assignment, the Consultant will provide
the Planning Director a written estimate and cost breakdown of the amount of any
anticipated extraordinary work and the Planning Director may either assign the work to
another consultant or, under the direction of the Town Manager, negotiate a higher fee.
If after commencement of work, the Consultant determines that additional services may
be required to complete the assignment, the Consultant shall submit a written request to
perform additional services with a concise breakdown of additional costs. The Planning
Director will review the request and will either provide approval for the additional services
and costs or advise the Consultant to continue without the additional work. In no case will
the compensation amounts be more than those indicated without prior written notification
Page 3 of 8
and the subsequent approval by the Town.
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.
8. 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 of the Town, 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.
9. Conflict of Interest. The Consultant shall decline assignments on the grounds of conflict of
interest when the Consultant: (1) has done work for the applicant for project approval within
the preceding year, or is then doing or reasonably expects to do work for the applicant, or (2)
when the Consultant has done, is doing or reasonable expects to do work for someone other
than the Town concerning the project to be studied. For the purposes of this Item: (1) a sole
proprietorship or business organization related to the Consultant is considered to be the same
as the Consultant, and a sole proprietorship or business organization related to an applicant
is considered to be the same as the applicant; and (2) past, present or future work for the
Town itself is not grounds for disqualification when the project is one proposed to be
performed by the Town.
Consultant understands that its professional responsibilities under this Agreement 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. 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 sever this employment relationship.
10. Availability of Records. Consultant shall maintain the records supporting this billing for not
less than three (3) years following completion of the work under this Agreement. Consultant
Page 4 of 8
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.
11, Project Manages. At the beginning of each study, the Consultant shall designate a Project
Manager responsible for the work on the study.
12. Assignability and Subcontractin . 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.
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.
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.
B. 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.
Page 5 of 8
ii. The Consultant's insurance coverage shall be primary insurance as respects
the Town, its officers, officials, employees and volunteers. Any insurance or
self - insurances maintained by the Town, its officers, officials, employees or
volunteers shall be excess of the Consultant's insurance and shall not
contribute with it.
Any failure to comply with reporting provisions of the policies shall not
affect coverage provided to the Town, its officers,
volunteers. officials, employees or
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
Town Clerk.
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. Goveming 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 or Municipal Court of either the County of Santa Clara
or the County of San Mateo.
Page 6 of 8
17. 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 (15) days 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 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. 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.
19. Execution: This Agreement may be executed in several counterparts each of which shall
constitute one and the same instrument and shall become binding upon the parties when at
least one copy, here of shall have been signed by both parties hereto. In proving this
agreement, it shall not be necessry to produce or account for more than one such
counterpart.
20. Notices. Any notice required to be given shall be deemed to be duly and properly given if
mailed postage prepaid, and addressed to:
Town of Los Gatos
Planning Department
P.O. Box 949
Los Gatos, California 95031
or personally delivered to Consultant to such address or such other address as Town
designates in writing to Consultant.
Page 7 of 8
IN WITNESS WHEREOF, the Town and Consultant have executed this Agreement as of the date
indicated on page one (1).
Town of Los Gatos
David W. Knapp, Town Manager
Town of Los Gatos
ATTEST:
Clerk of the Town of Los Gatos,
Los Gatos, California
Marian V. Cosgrove, Town Clerk
a: \misc \agremt. l
I'..
Consultant
Approved as to Form:
Larry E. Anderson, Town Attorney
IN;
RE6Y
AGREEMENT NO 2. FOR INITIAL STUDIES SERVICESBf0:
THIS AGREEMENT is entered into this 8TH _ day of AUGUST _ 19 95 , by
and between the Town of Los Gatos, State of California, herein called the "Town ", and
f,FTFR R CFI R CONSULTING , engaged in providing
consulting services herein called the "Consultant ".
A. The Town is considering undertaking activities pursuant to the provisions in Title 14,
California Administrative Code, Section 15000 tL_$gA (Guidelines for Implementation of
the California Environmental Quality Act) and California Public Resources Code Section
21000 et sgc. (California Environmental Quality Act).
B. The Town desires to engage a Initial Studies Consultant to provide consulting services in
conjunction with determinations on the environmental effects of proposed projects or
developments, 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.
NOW, THEREFORE, THE PARTIES HERETO AGREE AS FOLLOWS:
i. Scone of Services. The Consultant shall provide the following services:
A. During the term of the contract the Consultant shall prepare initial studies, negative
declarations and mitigated negative declarations as defined in Title 14, California
Administrative Code, Section 15000 et seq,
B. There is no promise of any maximum or minimum number of initial study
assignments. During the term of the Agreement, The consultant will prepare the
initial studies, negative declarations and mitigated negative declarations as the
Town requests. Further, the Consultant knows the Town may assign some or all
initial studies to other Consultants.
C. Projects will be assigned by the Town Planning Director (hereinafter "Planning
Director ") and shall comply with Title 14, California Administrative Code, Section
15000 e ceo, and will be due within thirty (30) days of assignment.
Page I of 8
D. If the Consultant cannot meet the project schedule or deadline he /she shall inform
the Planning Director before accepting the assignment. If the Consultant delays
the assignment in an unreasonable manner or causes a violation of any time
requirement of any statute or regulation, the Town will notify the Consultant in
writing and reassign the assignment or gibe written notice of termination pursuant
to Item No. 5 of this Agreement.
E. The Town will prepare an "Authorization to Proceed" for each assignment. The
document shall be signed by the Planning Director or his designee and the
Consultant. This document will provide information regarding the "specific
project assigned."
F. The Consultant shall meet and consult with members of the Town staff, visit the
project site, obtain information from the applicant and refer to all other reasonable
available resources for the initial studies and negative declaration. In addition, the
Consultant will attend one (1) daytime Development Review Committee (DRC)
meeting pertaining to the specific project.
G. The Consultant shall submit eight (8) draft copies of a preliminary initial study and
negative declaration draft to the Planning Director. The Planning Director, or his
designee, will review the preliminary draft within fourteen (14) calendar days of
receipt. The Consultant will then be advised by letter of any corrections or
clarifications needed to complete the studies.
H. The Consultant shall submit twenty-five (25) final copies of the following
documents as minimum requirements of this Agreement (said documents to be on
8 -1/2" x 11" paper, three -hole punched and clipped together in separate packets):
i. Completed initial study;
ii. Either a recommended negative declaration or a list of subjects to which
special attention should be given in either a mitigated negative declaration
or in a draft environmental impact report;
If applicable, a monitoring program in a Town approved format; and
iv. Any other supporting data used in the preparation of the above documents
or other recommendation for review.
1. All final written documents and materials, as listed above, shall be submitted to the Office
of the Planning Director by the Consultant within one week of receiving the Town's
Page 2 of 8
comments on the preliminary draft (as described in Item No. F). Only
photographs need to be submitted. original
2 • Time of Perform n e The services of the Consultant are to commence upon the executi through June 3Q o 1996 and
of this Agreement and Consultant will accept assignments made
shall be undertaken and completed in such sequence as to assure their expeditious
completion in light of the purposes of this Agreement and until written termination di one
or both parties, or completion of services as set forth in Agreement.
3. Comnliance 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 Article 14 of the Code of the Town of Los Gatos.
4. Confidential information, All data, documents, discussion or other information developed
or received by or for the Consultant in performance of this Agreement are confidential and
will no be disclosed to any person except as authorized by the Town Manager, Town
Planning Director or their designee or as required by law.
5. Town Property. All materials and compilations of information produced by the Consultant
specifically to perform this Agreement are and remain property of the Town regardless of
whether such materials and compilations are required to be, or are, actually delivered to
the Town.
6. Sole Resno sihility. Consultant shall be responsible for employing toy m or engaging all persons necessary to perform the services under this Agreement.
7. C=9-n§ation The compensation to be paid to the Initial Studies Consultant including
both payment for professional services and any reimbursable expenses shall be a maximum
of Fourteen Hundred and Sixteen Dollars (1,416) for each
made at the Town's next issue of warrants following compl initial study. Payment shall be
etion and delivery of the study
and receipt of billing. Before accepting the assignment, the Consultant will provide the
Planning Director a written estimate and cost breakdown of the amount of any anticipated
extraordinary work and the Planning Director may either assign the work to another
consultant or, under the direction of the Town Manager, negotiate a higher fee. If after
commencement of work, the Consultant determines that additional services may be
required to complete the assignment, the Consultant shall submit a written request to
perform additional services with a concise breakdown of additional costs. The Planning
Page 3 of 8
Director will review the request and will either provide approval for the additional services
and costs or advise the Consultant to continue without the additional work. In no case will
the compensation amounts be more than those indicated without prior written notification
and the subsequent approval by the Town.
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.
8. 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.
9. Conflict_ of Interest. The Consultant must decline assignments on the grounds of conflict of
interest when the Consultant: (1) has done work for the applicant for project approval within
the preceding year, or is then doing or reasonable expects to do work for the applicant, or (2)
when the Consultant has done, is doing or reasonable expects to do work for the applicant,
or (2) when the Consultant has done, is doing or reasonable expects to do work for someone
other than the Town concerning the project to be studied. For the purposes of this Item No.
8: (1) a sole proprietorship or business organization related to the Consultant is considered
to be the same as the Consultant, and a sole proprietorship or business organization related
to an applicant is considered to be the same as the applicant; and (2) past, present or future
work for the Town itself is not grounds for disqualification when the project is one proposed
to be performed by the Town.
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. 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 sever this employment relationship.
Page 4 of 8
10. Availability of Records. Consultant shall maintain the records supporting this billing for not
less than three (3) 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.
11. Proiect_ MAP . At the beginning of each study, the Consultant shall designate a Project
Manager responsible for the work on the study.
12. Assignability and Sub�in 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.
13. Insurance.
A. Minimum Scope of Insurance:
1• 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.
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.
B. General i iability:
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
Page 5 of 8
self - insurances maintained by the Town, its officers, officials, employees or
volunteers shall be excess of the Consultant's insurance and shall not
contribute with it.
Any failure to comply with reporting provisions of the policies shall not
affect coverage provided to the Town, its officers, officials, employees or
volunteers.
iv. The Consultant's insurance shall apply separately to each insured against
whom a claim is made or suit is brought, except with respect to the limits of
the insurer's liability.
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
Town Clerk.
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 or Municipal Court of either the County of Santa Clara
or the County of San Mateo.
Page 6 of 8
17. 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 (15) days written notice
of termination. In the event of termination, the Consultant shall deliver to the Town all
plans, tiles, 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 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. 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.
19. Execution: This Agreement may be executed in several counterparts each of which shall
constitute one and the same instrument and shall become binding upon the parties when at
least one copy, here of shall have been signed by both parties hereto. In proving this
agreement, it shall not be necessry to produce or account for more than one such
counterpart.
20. Notices. Any notice required to be given shall be deemed to be duly and properly given if
mailed postage prepaid, and addressed to:
Town of Los Gatos
Planning Department
P.O. Box 949
Los Gatos, California 95031
or personally delivered to Consultant to such address or such other address as
Town designates in writing to Consultant.
Page 7 of 8
IN WITNESS WHEREOF, the Town and Consultant have executed this Agreement as of
the date indicated on page one (1).
Town of Los Gatos
David W. Knapp, Town Manager
Town of Los Gatos
ATTEST:
Clerk of the Town of Los Gatos,
Los Gatos, California
Marian V. Cosgrove, Town Clerk
a: \misc \agremt.2
Consultant
Approved as to Form:
Larry E. Anderson, Town Attorney
Page 8 of 8
`o WN CLERK
4GR: C ! Z&'O
114 H:
AGREEMENT NO 1. FOR INITIAL STUDIES SERVICEgE J �
THIS AGREEMENT is entered into this 8TH AUGUST t ?!� `�-
and between the Town of Los Gatos, State of California, here n called the "Town", and 19` by
LSA ASSOCIATES, INC.
engaged in providing
consulting services herein called the "Consultant ".
A. The Town is considering undertaking activities pursuant to the provisions in Title 14,
California Administrative Code, Section 15000 t t . ea (Guidelines for Implementation of
the California Environmental Quality Act) and California Public Resources Code Section
21000 e "e. (California Environmental Quality Act).
B. The Town desires to engage a Initial Studies Consultant to provide consulting services in
conjunction with determinations on the environmental effects of proposed projects or
developments, 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.
NOW, THEREFORE, THE PARTIES HERETO AGREE AS FOLLOWS:
1. Scope of Services. The Consultant shall provide the following services:
A. During the term of the contract the Consultant shall prepare initial studies, negative
declarations and mitigated negative declarations as defined in Title 14, California
Administrative Code, Section 15000 et sea.
B. There is no promise of any maximum or minimum number of initial study
assignments. During the term of the Agreement, The consultant will prepare the
initial studies, negative declarations and mitigated negative declarations as the
Town requests. Further, the Consultant knows the Town may assign some or all
initial studies to other Consultants.
C. Projects will be assigned by the Town Planning Director (hereinafter "Planning
Director ") and shall comply with Title 14, California Administrative Code, Section
15000 9L . and will be due within thirty (30) days of assignment.
Page I of 8
D. If the Consultant cannot meet the project schedule or deadline he /she shall inform
the Planning Director before accepting the assignment. If the Consultant delays
the assignment in an unreasonable manner or causes a violation of any time
requirement of any statute or regulation, the Town will notify the Consultant in
writing and reassign the assignment or gibe written notice of termination pursuant
to Item No. 5 of this Agreement.
E. The Town will prepare an "Authorization to Proceed" for each assignment. The
document shall be signed by the Planning Director or his designee and the
Consultant. This document will provide information regarding the "specific
project assigned."
F. The Consultant shall meet and consult with members of the Town staff, visit the
project site, obtain information from the applicant and refer to all other reasonable
available resources for the initial studies and negative declaration. In addition, the
Consultant will attend one (1) daytime Development Review Committee (DRC)
meeting pertaining to the specific project.
G. The Consultant shall submit eight (8) draft copies of a preliminary initial study and
negative declaration draft to the Planning Director. The Planning Director, or his
designee, will review the preliminary draft within fourteen (14) calendar days of
receipt. The Consultant will then be advised by letter of any corrections or
clarifications needed to complete the studies.
H. The Consultant shall submit twenty-five (25) final copies of the following
documents as minimum requirements of this Agreement (said documents to be on
8 -1/2" x 11" paper, three -hole punched and clipped together in separate packets):
Completed initial study;
ii. Either a recommended negative declaration or a list of subjects to which
special attention should be given in either a mitigated negative declaration
or in a draft environmental impact report;
If applicable, a monitoring program in a Town approved format; and
iv. Any other supporting data used in the preparation of the above documents
or other recommendation for review.
1. All final written documents and materials, as listed above, shall be submitted to the Office
of the Planning Director by the Consultant within one week of receiving the Town's
comments on the preliminary draft (as described in Item No. F). Only original
photographs need to be submitted.
Page 2 of 8
2 • Time of PerforinanOL. The services of the Consultant are to commence upon the execution
of this Agreement and Consultant will accept assignments made through June 30, 1996 and
shall be undertaken and completed in such sequence as to assure their expeditious
completion in light of the purposes of this Agreement and until written termination by one
or both parties, or completion of services as set forth in Agreement.
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 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 Article 14 of the Code of the Town of Los Gatos.
4• Confidential Information, All data, documents, discussion or other information developed
or received by or for the Consultant in performance of this Agreement are confidential and
will no be disclosed to any person except as authorized by the Town Manager, Town
Planning Director or their designee or as required by law.
S. Town PropeM- All materials and compilations of information produced by the Consultant
specifically to perform this Agreement are and remain property of the Town regardless of
whether such materials and compilations are required to be, or are, actually delivered to
the Town.
6. Sole Res on i i ' Consultant shall be responsible for employing or engaging all persons
necessary to perform the services under this Agreement.
7. Compensation The compensation to be paid to the Initial Studies Consultant including
both payment for professional services and any reimbursable expenses shall be a maximum
of Fourteen Hundred and Sixteen Dollars (1,416) for each initial study. Payment shall be
made at the Town's next issue of warrants following completion and delivery of the study
and receipt of billing. Before accepting the assignment, the Consultant will provide the
Planning Director a written estimate and cost breakdown of the amount of any anticipated
extraordinary work and the Planning Director may either assign the work to another
consultant or, under the direction of the Town Manager, negotiate a higher fee. If after
commencement of work, the Consultant determines that additional services may be
required to complete the assignment, the Consultant shall submit a written request to
perform additional services with a concise breakdown of additional costs. The Planning
Director will review the request and will either provide approval for the additional services
and costs or advise the Consultant to continue without the additional work. In no case will
the compensation amounts be more than those indicated without prior written notification
Page 3 of 8
and the subsequent approval by the Town.
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.
8. 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.
9. Conflict of Interest. The Consultant must decline assignments on the grounds of conflict of
interest when the Consultant: (1) has done work for the applicant for project approval within
the preceding year, or is then doing or reasonable expects to do work for the applicant, or (2)
when the Consultant has done, is doing or reasonable expects to do work for the applicant,
or (2) when the Consultant has done, is doing or reasonable expects to do work for someone
other than the Town concerning the project to be studied. For the purposes of this Item No.
8: (1) a sole proprietorship or business organization related to the Consultant is considered
to be the same as the Consultant, and a sole proprietorship or business organization related
to an applicant is considered to be the same as the applicant; and (2) past, present or future
work for the Town itself is not grounds for disqualification when the project is one proposed
to be performed by the Town.
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. 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 sever this employment relationship.
10. Availability of Records. Consultant shall maintain the records supporting this billing for not
less than three (3) years following completion of the work under this Agreement. Consultant
Page 4 of 8
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.
11. Project Manage - At the beginning of each study, the Consultant shall designate a Project
Manager responsible for the work on the study.
12. 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.
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.
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.
B. Genera_ 1 Li_ abilit<,
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.
Page 5 of 8
ii. The Consultant's insurance coverage shall be primary insurance as respects
the Town, its officers, officials, employees and volunteers. Any insurance or
self - insurances maintained by the Town, its officers, officials, employees or
volunteers shall be excess of the Consultant's insurance and shall not
contribute with it.
Any failure to comply with reporting provisions of the policies shall not
affect coverage provided to the Town, its officers, officials, employees or
volunteers.
iv. The Consultant's insurance shall apply separately to each insured against
whom a claim is made or suit is brought, except with respect to the limits of
the insurer's liability.
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
Town Clerk.
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. Goveming 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 or Municipal Court of either the County of Santa Clara
or the County of San Mateo.
Page 6 of 8
17. Termination of Apareemen t. The Town 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 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 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. 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.
19. Execution: This Agreement may be executed in several counterparts each of which shall
constitute one and the same instrument and shall become binding upon the parties when at
least one copy, here of shall have been signed by both parties hereto. In proving this
agreement, it shall not be necessry to produce or account for more than one such
counterpart.
20. Notices. Any notice required to be given shall be deemed to be duly and properly given if
mailed postage prepaid, and addressed to:
Town of Los Gatos
Planning Department
P.O. Box 949
Los Gatos, California 95031
or personally delivered to Consultant to such address or such other address as Town
designates in writing to Consultant.
Page 7 of 8
IN WITNESS WHEREOF, the Town and Consultant have executed this Agreement as of the date
indicated on page one (1).
Town of Los Gatos
David W. Knapp, Town Manager
Town of Los Gatos
ATTEST:
Clerk of the Town of Los Gatos,
Los Gatos, California
Marian V. Cosgrove, Town Clerk
a: \misc \agremt. l
Consultant
Approved as to Form:
Larry E. Anderson, Town Attorney
Page 8 of 8