1992-212-Execute Amended Agreement With ESA, Inc. Amending Indemnification Requirements For Preparation Of An Eir For Construction Of A Cellular Transceiver Facility At 17020 Roberts RoadRESOLUTION 1992 -212
RESOLUTION OF THE TOWN OF LOS GATOS
AUTHORIZING TOWN MANAGER TO EXECUTE AMENDED AGREEMENT
WITH ESA, INC AMENDING INDEMNIFICATION REQUIREMENTS
FOR PREPARATION OF AN FIR FOR CONSTRUCTION OF A CELLULAR
TRANSCEIVER FACILITY AT 17020 ROBERTS ROAD
WHEREAS, the Town entered into an agreement with Environmental Science
Associates, Inc., dated October S, 1992, for the preparation of an Environmental Impact
Report for the construction of a cellular transceiver facility at 17020 Roberts Road; and
WHEREAS, Environmental Science Associates, Inc. has subcontracted out certain
tasks to Dr. Jerrold T. Bushberg and Dr. Bruce B. Lusignan to be completed in the
fulfillment of this agreement; and
WHEREAS, Environmental Science Associates, Inc. has determined that their
insurance carrier will not cover the services by these subcontractors and has therefore
requested an amendment of the indemnification requirement of the Agreement for
Environmental Analysis Services;
RESOLVED, the Town of the Town of Los Gatos that the Agreement with the
Town and Environmental Science Associates, Inc. for the preparation of an environmental
impact report be and hereby is amended in accordance with the First Amendment to the
Agreement for Environmental Analysis Services, Inc., attached hereto as Exhibit A and
incorporated by reference.
FURTHER RESOLVED, that the Town Manager is authorized, and is hereby
directed, to execute said First Amendment to Agreement in the name and in behalf of the
Town of Los Gatos.
C26 \CNCLRPTS \ROBERTS. GTE
PASSED AND ADOPTED at a regular meeting of the Town Council of the Town
of Los Gatos held on the 16th day of November, 1992, by the following vote:
COUNCIL MEMBERS:
AYES: Randy Attaway, Joanne Benjamin, Steven Blanton, Brent N. Ventura
Mayor Eric D. Carlson
NOES: None
ABSTAIN: None
ABSENT: None
SIGNED: �—��/ �—°—✓d
MAYOR OF THE TOWN OF LOS GATOS
LOS GATOS, CALIFORNIA
ATTEST:
CLERK OF THE TOWN OF LOS GATOS
LOS GATOS, CALIFORNIA
C26 \CNCLRPTS \R06EmS.GTE
{ k" `f .l
FIRST AMENDMENT TO
AGREEMENT FOR ENVIRONMENTAL ANALYSIS SERVICES BETWEEN
THE TOWN OF LOS GATOS AND ENVIRONMENTAL SCIENCE ASSOCIATES, INC.
FOR THE PREPARATION OF AN ENVIRONMENTAL IMPACT REPORT
THIS AMENDMENT modifies the agreement made and entered into by the TOWN
OF LOS GATOS, a municipal corporation, whose address is 110 E. Main Street Los Gatos
CA 95032, herein after referred to as 'TOWN' and Environmental Science Associates, Inc.,
whose address is 301 Brannan Street, Suite 200, San Francisco, CA 94107 -1811, herein
after referred to as "ESA', on October 8, 1992, and approved in Resolution 1992 -180
( "Agreement ").
RECITALS
A. Paragraph 10 of the Agreement requires indemnification for the TOWN of
the ESA consultant or any of the consultant's employees or any subcontractor.
B. Since execution of the agreement, ESA has determined that their insurance
carrier will not cover the services of two subcontractors.
C. It has been determined that limitation of ESA's obligation to indemnify the
Town to exclude liability arising in connection with the work of the two subcontractors
should create minimal risks to the Town in the context of the environmental review to be
done by ESA.
NOW, THEREFORE, in consideration of the recitals and the mutual obligations of the
parties expressed in the agreement and in this amendment, TOWN and ESA agree that
paragraph 10 of the Agreement is amended to read follows:
Indemnification. The Consultant shall save, keep and hold harmless
indernify and defend the Town, its officers, agents, employees,
commissions and boards, 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 omission of the Consultant or any of the
Consultant's employees, or any subcontractor except Dr. Jerrold T.
Bushberg and Dr. Bruce B. Lusignan. The Town will not be held
liable for any accident, loss or damage to the work prior to its
completion and acceptance.
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IN WITNESS WHEREOF, this Agreement is executed by the TOWN OF LOS GATOS
and by ESA. This Amendment is dated
ATTEST:
Marian V. Cosgrove, Town Clerk
APPROVED AS TO FORM
Katherine Anderton, Town Attorney
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TOWN OF LOS GATOS
David W. Knapp, Town Manager
Environmental Science Associates, Inc.
A California Corporation