1993-077-Agreement With T.J.K.M. 9324RESOLUTION 1993 -77
RESOLUTION OF THE TOWN COUNCIL
OF THE TOWN OF LOS GATOS
AUTHORIZING THE TOWN MANAGER TO EXECUTE AN AGREEMENT
WITH T.J.K.M. TRANSPORTATION CONSULTANTS
PROJECT 9324 - TRAFFIC SIGNALIZATION OF
LOS GATOS- ALMADEN ROAD AT NATIONAL AVENUE
RESOLVED: by the Town Council of the Town of Los Gatos, County of Santa
Clara, State of California, that the Town of Los Gatos contract an agreement with T.J.K.M.
Transportation Consultants for consultation services - Project 9324 - Traffic Signalization
of Los Gatos - Almaden Road at National Avenue and that the Town Manager is authorized,
and is hereby directed to execute the contract attached as Exhibit A in the name and on
behalf of the Town of Los Gatos.
PASSED AND ADOPTED at a regular meeting of the Town Council of the Town
of Los Gatos, California, held on the 6th day of July 1993, by the following vote:
COUNCIL MEMBERS:
AYES: Randy Attaway, Steven Blanton, Linda Lubeck, Mayor Joanne Benjamin
NAYS: None
ABSENT: Patrick O'Laughlin
ABSTAIN: None
SIGNED:
YOR OF THE TO OF LOS GATOS
OS GATOS, CALIFO IA
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AGREEMENT FOR CONSULTING SERVICES
PROJECT 9324 - TRAFFIC SIGNALIZATION OF
LOS GATOS - ALMADEN ROAD AT NATIONAL AVENUE
THIS AGREEMENT is entered into this day of 119
by and between the Town of Los Gatos, State of California, herein called the "Town ", and
T.J.K.M. Transportation Consultants, engaged in providing consulting services, herein called
the "Consultant ".
NOW, THEREFORE, THE PARTIES HERETO AGREE AS FOLLOWS:
1. Scope of Services. The Consultant shall provide the services listed in the
attached detailed Scope of Services (Attachment 1).
2. Time of Performance. The services of the Consultant begin on June 8, 1993,
and shall end upon completion of the traffic signal construction, or upon the
Termination of contract, or December 31, 1993, whichever is first.
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. 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 not be disclosed to any person except as
authorized by the Town Manager, or 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. Compensation. T.J.K.M. Transportation Consultants, shall be paid on an hourly
basis for professional services, administrative overhead, and reimbursable
expenses. Payment shall be made at the Town's next issue of warrants following
receipt of billing. Compensation for the complete study shall not exceed $7,885
without prior written approval from the Director of Building and Engineering
Services. In no case shall compensation exceed $9,500. Payment shall be based
upon Town approval of each task.
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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
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. 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.
11. 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 his 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.
12. Equal Employment Opportunity. Consultant warrants that it is an equal
opportunity employer and shall comply with applicable regulations governing
equal employment opportunity. It does not and shall not discriminate against
persons employed or seeking employment with it on the basis of age, sex, color,
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race, marital status, sexual orientation, ancestry, physical or mental disability,
national origin, religion, or medical condition, unless based upon a bona fide
occupational qualification pursuant to the California Fair Employment &
Housing Act.
13. Insurance.
A. Minimum Scope of Insurance:
Consultant agrees to have and maintain, for the duration of the
contract, a General Liability insurance policy 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 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.
iii. Consultant shall provide to the Town all certificates of insurance,
with original endorsements effecting coverage. Certificates of such
insurance shall be filed with the Town on or before commencement
of performance of this agreement and a copy of insurance policy
shall be attached as Attachment 2.
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 T.J.K.M. Transportation
Consultants 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- insurance 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.
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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 Coverage: 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 be 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.
14. Indemnification. The Consultant shall save, keep and hold harmless indemnify
and defend the Town its officers, agent, employees and volunteers from all
damages, 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
employees, or any sub - consultant.
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.
16. Governing Law. This Agreement, regardless of where executed, shall be
governed by and construed to the laws of the State of California.
17. Termination of Agreement. The Town may terminate this agreement without
cause by giving not less than fifteen (15) days written notice of termination. The
Town may terminate this agreement with cause by giving 24 hour written notice.
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, the Consultant shall be paid for all satisfactory work, 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. Disputes. In any dispute over any aspect of this agreement the prevailing party
shall be entitled to reasonable attorney's fees, as well as all reasonable costs
(not limited to those allowed by statute).
20. 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
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parties hereto. In proving this agreement, it shall not be necessary to produce
or account for more than one such counterpart.
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
ATTEST:
Clerk of the Town of Los Gatos,
Los Gatos, California
Marian V. Cosgrove, Town Clerk
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T.J.K.M. Transportation Consultants
John A. Gildea, Associate
Approved as to Form:
Larry E. Anderson, Town Attorney