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1995-103-Agreement Providing Construction Administration Services For The Midpen Regional Open Space DistrictRESOLUTION 1995 -103 RESOLUTION OF THE TOWN COUNCIL OF THE TOWN OF LOS GATOS AUTHORIZING THE MANAGER TO ENTER INTO AN AGREEMENT PROVIDING CONSTRUCTION ADMINISTRATION SERVICES FOR THE MIDPENINSULA REGIONAL OPEN SPACE DISTRICT WHEREAS, it is in the mutual best interest of the Town of Los Gatos and the Midpeninsula Regional Open Space District to work cooperatively, and WHEREAS, the Town has a resource needed by the Midpeninsula Regional Open Space District, RESOLVED, that the Town Council does hereby authorize the Manager to execute an agreement between the Town of Los Gatos and the Midpeninsula Regional Open Space District (Exhibit A) providing Construction Administration Services for the Midpeninsula Regional Open Space District. PASSED AND ADOPTED at a regular meeting of the Town Council of the Town of Los Gatos, California, 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: MAYOR OF THE TO OF LOS LOS GATOS, CALIFORNIA ATTEST: i Le CLERK OF THE TOWN OF LOS GATOS LOS GATOS, CALIFORNIA RESOLUTION 1995 -103 RESOLUTION OF THE TOWN COUNCIL OF THE TOWN OF LOS GATOS AUTHORIZING THE MANAGER TO ENTER INTO AN AGREEMENT PROVIDING CONSTRUCTION ADMINISTRATION SERVICES FOR THE MIDPENINSULA REGIONAL OPEN SPACE DISTRICT WHEREAS, it is in the mutual best interest of the Town of Los Gatos and the Midpeninsula Regional Open Space District to work cooperatively, and WHEREAS, the Town has a resource needed by the Midpeninsula Regional Open Space District, RESOLVED, that the Town Council does hereby authorize the Manager to execute an agreement between the Town of Los Gatos and the Midpeninsula Regional Open Space District (Exhibit A) providing Construction Administration Services for the Midpeninsula Regional Open Space District. PASSED AND ADOPTED at a regular meeting of the Town Council of the Town of Los Gatos, California, 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: MAYOR OF THE TO1OF LOS LOS GATOS, CALIFORNIA ATTEST: CLERK OF THE TOWN OF LOS GATOS LOS GATOS, CALIFORNIA TOWN //CLERK AG R: IHhi: Rems`!99- -/�3 AGREEMENT BETWEEN THE 81 MIDPENINSULA REGIONAL OPEN SPACE DISTRICT AND THE TOWN OF LOS GATOS FOR CONSTRUCTION ADMINISTRATION SERVICES THIS AGREEMENT entered into on is between the Midpeninsula Regional Open Space District (hereinafter "the District ") and the Town of Los Gatos (hereinafter'Us Gatos "). RECITALS A. The District is authorized by State law to contract for Construction Administration Services. B. Los Gatos is willing and able pursuant to its Town Code to provide Construction Administration Services. C. The District desires to obtain and Los Gatos is willing to provide such Construction Administration Services by Los Gatos' employee, Russ Matesso, on the terms and conditions set forth in this Agreement. AGREEMENT 1. Obligations of Los Gatos. Los Gatos agrees to: a. Provide the services of Russ Matesso, an employee of Los Gatos, on a basis of approximately 20 hours per week during the construction period or as otherwise specified in writing, to perform Construction Administration Services for the development of a District Field Office (Skyline Area). The following assumptions may be used as a general guide for scheduling: Pre - Construction July, August, September Construction October through January Construction Close -out February, March 8 hours /week 72 hours 20 hours /week 430 hours 4 hours /week 35 hours 537 hours b. Provide an accounting to the District on a monthly basis of the hours actually worked by Russ Matesso in providing the services to the District as described in this Agreement. C. Ensure that Russ Matesso is validly licensed by the State of California to operate a vehicle when performing services under this Agreement. 2. Obligations of the District. The District agrees to: a. Provide Los Gatos and Russ Matesso with all necessary regulations, policies, procedures, manuals, standard plans and specifications, project information, and other information, as well as incidental materials and supplies, work area, computer access, telephone, and other normal provision for Construction Administration Services as required to perform the services desired by the District. All such documents, notes, photographs, supplies, and reports will remain the property of the District. b. Provide general direction as to the time and place of Construction Administration Services and other services to be performed for the District. c. Pay Los Gatos within 30 days after receipt of each invoice for services rendered under this Agreement. 3. Administrator of Agreement. Project Manager /Area Planner, Mary Gundert, shall be the District's representative for purpose of administering this agreement. Scott Baker, Director of Building and Engineering Services, shall be in charge of the performance of this agreement on behalf of Los Gatos. 4. Scope of Services. The District agrees to contract with Los Gatos to provide construction administration services in accordance with the work described in 'Exhibit A" attached hereto and incorporated herein. 5. Designation of Person to Provide Services. Russ Matesso has been designated by Los Gatos and accepted by the District as the person to provide the services under this Agreement. Los Gatos shall not assign any other person to provide those service without the written consent of the District. 6. Term of Agreement. This Agreement shall be effective upon execution by both parties through March 31, 1996, unless earlier terminated pursuant to this Agreement. The Agreement may be renewed on such terms and conditions as the parties may agree to by written amendment to this Agreement. 7. Termination of Agreement. Either party to the Agreement may terminate this Agreement on 15 days written notice to the other. 2 S. Employment of Russ MatesSO. It is expressly understood and agreed that Russ Matesso may elect to leave the employment of Los Gatos at any time. In such event, Los Gatos shall provide prompt notice of such a departure to the District, and either the District or Los Gatos may elect to terminate the Agreement upon the departure of Russ Matesso from Los Gatos employment. The District shall pay Los Gatos for all work actually performed by Russ Matesso under this Agreement to the date of termination. 9. Pa ent. The District agrees to pay Los Gatos $45.00 per hour for each hour of service actually rendered by Russ Matesso to the District pursuant to this Agreement. Los Gatos shall maintain adequate records of hours of service rendered and District may inspect such records upon reasonable notice. The Town may also bill the District for the following costs directly associated with performance of this agreement. The Town will provide documentation for any costs it bills to the District. a) Clerical support at $27.00 per hour. b) Mileage for auto use $.35 /mile. c) Materials and supplies supplied by Los Gatos shall be invoiced at cost. 10. Independent Contractor. It is understood that Los Gatos and its employees, 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 District. As an independent contractor no employee of Los Gatos shall obtain any rights to retirement benefits, medical benefits, leave, or any other benefits that accrue to the District employee(s). Los Gatos agrees to make its employees available to testify in any litigation brought regarding the subject of the work to be performed under this Agreement. Los Gatos shall be compensated for its employees' 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 Los Gatos or is based on or arises out of any negligent act, omission, performance or wrongdoing by Los Gatos or any of its employees, officers, or agents under this agreement. 11. Worker's Compensation. Los Gatos shall maintain Workers' Compensation coverages as required by California law and its employees, including Russ Matesso, shall be considered employees of Los Gatos in performing services under this Agreement. 12. Leave. During the course of this Agreement, it is expected that Russ Matesso will take time off from employment for personal, sick, and training leave, as well as normal holiday leave. The District agrees that such leaves will not constitute a breach of this Agreement, and Los Gatos agrees that it will provide reasonable notice of all scheduled leaves as well as prompt notice of all unscheduled leaves. 3 13. Indemnification. Los Gatos shall save, keep and hold harmless, indemnify and defend The District, its officers, agent, employees and volunteers from all damages, liabilities, penalties, costs, or expenses, including reasonable attorney's fees and defense costs, in law or equity, that may at any time arise because of damage to property or personal injury received by reason of or in the course of performing work under this agreement which may be occasioned by a willful or negligent act or omission of Los Gatos, Russ Matesso, or any of Los Gatos' officers, employees, or agents. 14. 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. 15. 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 the County of San Mateo. 16. Amendment. No modification, waiver, mutual termination, or amendment of this Agreement is effective unless made in writing and signed by Los Gatos and the District. 17. Disputes. In any dispute over any aspect of this Agreement, the prevailing party shall be entitled to reasonable attorney's fees and costs. 18. Entire Agreement. This Agreement constitutes the complete and exclusive statement of the Agreement between the District and Los Gatos. 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. 9 IN WITNESS WHEREOF, the District and Los Gatos have executed this Agreement as of the date indicated on page one (1). TOWN OF LOS GATOS MIDPIFNdNSULA REGIONAL --OMN,,SP FE DISTRICT By: David W. Knapp, Town Manager By: L. Craig Briton, GeneraliIvk Town of Los Gatos Midpeninsula Regional Open Space District Approved as to Form: Approved as to Form: E. Anderson, Town Attorney Susan M. Schectman Town of Los Gatos District Legal Counsel ATTEST: ATTEST: Clerk of the Town of Los Gatos Los Gatos, California Marian V. Cosgrove, Town Clerk -Jta+1-FWd0S3 -PiStf i0-C-W;k Deirdre Dolan, Acting District Clerk NASHAREWATESSO.AG W1 CONSTRUCTION ADMINISTRATION SERVICES The following services will be provided under the MIDPENINSULA OPEN SPACE DISTRICT Construction Administration Services contract: Phase 1 - Pre - Construction A. Provide administrative support to the DISTRICT Project Manager for the project setup: 1) Define project milestones and specific responsibilities for an August 1995 construction bid date and a September 1995 construction start. 2) Set up construction files and confirm procedures for managing project documentation, including architectural drawings, county ( Planning /Building/Fire/Engineering) permit requirements, soils engineering, utilities (electrical, gas, power, water, sewer, storm drains) cost control, contractor bids, contract administration, shop drawings, material approvals, and construction status. B. Provide technical support to the DISTRICT Project Manager for: 1) Liaison with the architect and various County of Santa Clara and County of San Mateo agencies to ensure DISTRICT construction requirements are considered in the design. 2) Coordinate with utility companies (Pacific Bell, PG &E). 3) Coordinate and review project cost estimates and preliminary budgets. 4) Develop a baseline construction schedule for bidding. Participate in construction bidding process (pre-bid conference, bid evaluation, general contractor selection) and review construction budget. 5) Provide "as required" support to the DISTRICT Project Manager. C. Prepare a construction administration plan based on the DISTRICT'S requirements. Key elements will include: pre - construction conference, job - site meeting requirements, construction reviews (contractor and DISTRICT management) data/material approvals, cost controls, and construction reviews. 2. Phase 2 - Construction A. Serve as the Owner's Representative to oversee the general contractor and the subcontractors. 1) Attend a pre - construction conference. 2) Assist in the review of the schedule for construction to be prepared by the contractor. Prepare a schedule of construction administration activities and milestones to coordinate with the construction schedule. 3) Provide regular observation of construction at the jobsite. (Identify the assumed level of effort required over the construction and closeout period as an average hours/visits per week and/or as a specific schedule over the construction period). 4) Review contractor compliance with procedures and paperwork required for prevailing wage rates, jobsite safety, and other legal requirements and responsibilities of the contractor. Review or coordinate record keeping and filing responsibilities of the District as a public agency. (Assume that District's project manager will have day - to-day responsibility). 5) Organize and attend construction review meetings at specific intervals in the construction and project close -out periods. 6) Organize and attend construction review meetings at specific intervals in the construction and project close -out periods. 'n Maintain a log of construction activity and notes for the regular meetings and specific observation or coordination meetings. 8) Coordinate the provision or transmittal of required bonds, testing, submittal and shop drawings, requests for payment and change orders. Presume that primary responsibility for review and approval will rest with the District's project manager, the architect, and mechanical and electrical engineers.