1994-052-Execute An Agreement With The Tadlock GroupRESOLUTION 1994 -52
RESOLUTION OF THE TOWN OF LOS GATOS
TO AUTHORIZE TOWN MANAGER TO ADOPT RESOLUTION TO
EXECUTE AN AGREEMENT WITH THE TADLOCK GROUP, CONSULTANTS TO
THE SOUTH BAY CLEAN CITIES COALITION, TO SUBMIT ON BEHALF OF
THE TOWN A PROPOSAL TO BAY AREA AIR QUALITY
MANAGEMENT DISTRICT FOR AB 434 FUNDING
WHEREAS, In October 1991 Governor Wilson signed into law Assembly Bill (AB)
434.
WHEREAS, In 1991 Bay Area Air Quality Management District, (referred to as
BAAQMD) developed and adopted pursuant to requirements of 1988 California Clean Air
Act Plan, requiring fleet operators with 10 or more automobiles or light duty trucks and
vans, capable of central fueling to begin purchasing clean fuel vehicles.
WHEREAS, On October 26, 1993, . a meeting hosted by PG &E and various
representatives from East Bay Natural Gas Consortium was held to outline development
of a consortium of public agencies designed to take advantage of PG &E and BAAQMD
funding sources for vehicle conversions and developing fueling infrastructures.
WHEREAS, Coalition members agreed that the Tadlock Group was best qualified
to prepare a group application for BAAQMD funding, based on track record in securing
1.2 million for San Francisco East Bay Compressed Natural Gas Coalition FY92/93.
THEREFORE, BE IT RESOLVED, by the Town Council of the Town of Los Gatos
to authorize Town Manager to Execute an agreement with the Tadlock Group for services
rendered based upon successful obtainment of BAAQMD funding, as described in the
attached professional services Agreement.
PASSED AND ADOPTED at a regular meeting of the Town Council of the Town
of Los Gatos, California, held on the 4th day of April, 1994 by the following vote.
COUNCIL MEMBERS:
AYES: Joanne Benjamin, Steven Blanton, Linda Lubeck, Patrick O'Laughlin,
Mayor Randy Attaway
NAYS: None
ABSENT: None
ABSTAIN: None
SIGNED:
MAYOR OF TOWN OF S GATOS
LOS GATOS, ALIFORNIA
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ATTEST:
CLERK OF THE TOWN OF AS GATOS
LOS GATOS, CALIFORNIA
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AGREEMENT FOR PLANNING AND PREPARING GRANTRio:__-.
FUNDING TO THE BAY AREA AIR QUALITY MANAGEMENT DISTRICT
FOR COMPRESSED NATURAL GAS CONVERSIONS
AND FUELING INFRASTRUCTURES
THIS AGREEMENT is entered into this 4th day of April, 1994, by and between
the Town of Los Gatos, State of California, herein called the 'Town ", and The Tadlock
Group, engaged in providing, planning and preparing grant funding to the Bay Area Air
Quality Management District for compressed natural gas conversions and fueling
infrastructure, consulting services herein called the "Consultant ".
RECITALS
A. The Town is considering undertaking activities to join the South Bay Clean Cities
Consortium for the purpose of securing funding to convert a number of automobiles,
trucks, and vans to compressed natural gas and provide local fueling infrastructure.
B. The Town desires to engage a consultant with prior experience in securing grant
funding through the Bay Area Air Quality Management District. Consultant to
provide consulting services in conjunction with similar services provided to other
South Bay Clean Cities Coalition members as outlined below.
C. The Consultant represents and affirms that it is qualified and willing to perform the
desired work pursuant to this Agreement.
AGREEMENTS
NOW, THEREFORE, THE PARTIES HERETO AGREE AS FOLLOWS:
Scope of Services. The Consultant shall provide the following services listed below.
A. Organize and coordinate South Bay Clean Cities Consortium's CNG grant
application efforts.
B. Develop strategies for optimum return on both individual and cooperative
funding applications.
C. Provide models and conduct workshops for the participating agencies in
preparing the individual city, county, and other public agency's CNG grant
application as well as consortium presentation.
D. Review, edit and assure that professional quality camera ready copy is ready
n: \pfm \consults gor publication to meet application deadlines for BAAQMD consideration.
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'ATTACHMENT 2
E. Work with area private fleet operators to join and strengthen this cleaner fuel
effort as well as add strength to the grant application.
F. In addition, produce a combined application to show synergism of the
cooperative efforts of the South Bay Clean Cities Consortium members and
other public and private organizations.
G. Develop and conduct in cooperation with member's PIO officers a public
information campaign designed to secure support for the program at four
levels.
L decision makers and staff of coalition members
ii. decision - makers of the funding agencies
iii. South Bay citizenry to promote support for the clean air concept
iv, state, federal and local agencies to gain support for national recognition
and boost support for Clean Cities designation for the South Bay
H. Prepare PR releases essential to such a campaign and contact both media
and key individuals to secure maximum coverage of South Bay Clean Cities
Consortium activities. The Tadlock Group will also collect necessary support
documents and will write the application to the Department of Energy for
designation of the South Bay Region as a Clean Cities region. In preparation
Of such documents, the Tadlock Group will include not only the CNG
material but also local efforts to improve air quality through the use of
electric vehicles, congestion management and other such measures.
I. When necessary, consult with individual member's staff and assist in
preparation of individual CNG application where local staff time is not
available.
J. Meet with member's councils or boards for information purposes if requested.
K. Provide planning, operational and consulting services leading to mutually
supportive grant applications with the Congestion Management District.
These services will include but not be limited to the following.
i. assisting the South Bay Clean Cities Consortium steering committee
in planning, organizing and conducting general and committee meetings
of the coalition.
ii. provide planning documents on the proposed CNG infrastructure; the
critical mass of vehicles required for viable operation; benefits of a
mutually supporting system; required systems and key equipment;
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generic plans for site installations, permits and cost related to tube
sites; and other such documentation.
iii. when agreed to by member agencies, assisting in the preparation of
individual applications to assure the timely completion of funding
applications.
iv. meeting with member's councils or boards as necessary for information
purposes.
V. maintaining a continuously updated calendar of critical timelines
regarding local agency decision making and funding agency deadlines.
2. Time of Performance The services of the Consultant are to commence upon the
execution of this Agreement with completion of the program by May 31, 1994 unless
extended by another 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 Chapter 15 of the Code of the Town of Los Gatos.
4. Sole Responsibility. Consultant shall be responsible for employing or engaging all
persons necessary to perform the services under this Agreement.
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.
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6. Compensation. Compensation for Consultant's professional services shall not exceed
$6250.00; and payment shall be based upon approval by BAAQMD of Town's
application for funding.
Billing shall be accompanied by a detailed explanation of the work performed by
whom at what rate and on what date. Also, plans, specifications, documents or other
pertinent materials shall be submitted for Town review, even if only in partial or
draft form.
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.
8. Project Manager. The Project Manager for the Consultant for the work under this
Agreement shall be Max Tadlock.
9. 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.
10. 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:
To Consultant:
or personally delivered to Consultant to such address or such other address as
Consultant designates in writing to Town.
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
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Consultant or is based on allegations of Consultant's negligent performance or
wrongdoing.
12. Conflict of Interest. Consultant understands that its professional responsibilities is
solely to the Town. The Consultant has and shall not obtain any holding or interest
within the Town of Los Gatos. Consultant has no business holdings or agreements
with any individual member of the Staff or management of the Town or its
representatives nor shall it enter into any such holdings or agreements. In addition,
Consultant warrants that it does not presently and shall not acquire any direct or
indirect interest adverse to those of the Town in the subject of this Agreement, and
it shall immediately disassociate itself from such an interest should it discover it has
done so. 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.
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 Act.
14. Insurance.
A. 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 i
contract, an Automobile Liability
and his /her staff to an amount
($1,000,000) combined single limit
property damage.
.iaintain for the duration of the
nsurance policy ensuring him /her
iot less than one million dollars
per accident for bodily injury and
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.
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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:
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.
ii. The Consultant's insurance coverage shall be primary insurance as
respects the Town, its officers, officials, employees and volunteers.
Any insurance or self - insurances maintained by the Town, its officers,
officials, employees or volunteers shall be excess of the Consultant's
insurance and shall not contribute with it.
iii. Any failure to comply with reporting provisions of the policies shall
not affect coverage provided to the Town, its officers, officials,
employees or volunteers.
iv. The Consultant's insurance shall apply separately to each insured
against whom a claim is made or suit is brought, except with respect
to the limits of the insurer's liability.
C. All Coverages: Each insurance policy required in this item shall be endorsed
to state that coverage shall not be suspended, voided, cancelled, reduced in
coverage or in limits except after thirty (30) days' prior written notice by
certified mail, return receipt requested, has been given to the Town. current
certification of such insurance shall be kept on file at all times during the
term of this agreement with the 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.
15. 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
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negligent act or omissions of the Consultant, or any of the Consultant's officers,
employees, or agents or any subconsultant.
16. 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.
17. 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.
18. 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.
19. 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.
20. Disputes. In any dispute over any aspect of this Agreement, the prevailing party
shall be entitled to reasonable attorney's fees, as well as costs not to exceed $7,500
in total.
21. 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.
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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
Consultant: The Tadlock Group
Print Name
Approved as to Form:
Larry E. Anderson, Town Attorney
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