1992-109-Authorizing The Town Manager To Execute Revised Agreement With GTE Customer Networks, Incorporated For Telephone System MaintenanceRESOLUTION 1992 -109
RESOLUTION OF THE TOWN OF LOS GATOS
AUTHORIZING THE TOWN MANAGER TO EXECUTE
REVISED AGREEMENT WITH
GTE CUSTOMER NETWORKS, INCORPORATED
FOR TELEPHONE SYSTEM MAINTENANCE
RESOLVED, by the Town Council of the Town of Los Gatos, County of Santa
Clara, State of California, that the Town of Los Gatos enter into a revised agreement
(Exhibit A) with GTE Customer Networks, Incorporated for telephone system maintenance,
and that the Town Manager is authorized, and is hereby directed, to execute said agreement
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 15th day of June, 1992 by the following vote:
COUNCIL MEMBERS:
AYES: Randy Attaway, Joanne Benjamin, Steven Blanton, Brent N. Ventura
NAYES: None
ABSENT: Mayor Eric D. Carlson
ABSTAIN: None
SIGNED:
VI -MAYOR OF THE T OF LOS GATOS
LOS GATOS, CALIFORNIA
ATTEST:
CLERK OF THE TOWN OF LOS GATOS
LOS GATOS, CALIFORNIA
SECOND AMMENDMENT
AGREEMENT FOR PARKING LOT #4
REMEDIATION PROJECT MANAGEMENT
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THIS AGREEMENT is entered into this 7•^— day of 19 9�
by and between the Town of Los Gatos, State of California, herein called th "Town", and
Geomatrix, engaged in providing remediation project management consulting services herein
called the "Consultant ".
RECITALS
A_ The Town is considering undertaking activities to remediate the contaminated soil on
Parking Lot #4, 20 Grays Lane, Los Gatos.
B. The Town desires to engage a geological /environmental consultant to provide
consulting services in conjunction with overseeing the remediation process for Parking
Lot #4.
NOW, THEREFORE, THE PARTIES HERETO AGREE AS FOLLOWS:
1. Scope of Services. The Consultant shall provide the following services listed
below:
a. Pre - remediation coordination with Regional Water Quality Control Board
(RWQCB) in the evaluation of the necessity for soil excavation and
remediation.
Cost of $26,000
Sampling of MW12 and drilling /sampling of MW13
(includes field prep and field work, surveying,
analytical)
Geomatrix Services /Equipment,
Subcontractors - Drilling and Surveying,
Laboratory-24 hour turnaround
° Review and synthesis of selected previous data
Incorporation of new hydrogeologic and analytical
data, research and the ground water issues relating
to pending excavation, preparation for meeting for
RWQCB.
Client Consultation; Meeting /Telecons with RWQCB;
general project administration (staffing /schedule)
MGRM A: \CNCLRPPS\54 -1 Page 1 of 6
b. Project management and coordination of work with RWQCB.
Cost is $14,000.
Determination of future groundwater monitoring.
Determination of long -term remediation issues.
Overall project management of on -site consulting
personnel, off -site consulting personnel and sub-
contractors including laboratory services, compaction
testing services, etc.
C. Preparation of technical report to Town and RWQCB
° Prepare report addressing the following issues:
- Develop a proposal and schedule for
evaluating any migration of dense, non -
aqueous phase liquid and their actual and
potential impact on groundwater.
- Develop a long -term monitoring program
to determine whether the site is impacting
groundwater; and
- Develop a contingency plan that specifies
how the site will be further remediated if
it is later determined that the site is
impacting groundwater.
° Submit report to Town and RWQCB
d. Environmental services related to construction activities at Parking Lot #4
Cost not to exceed $24,150
° Two trips by Geomatrix staff per week to observe and document
stockpile locations and placement
° Soil samples will be collected each trip
° Soil samples will be analyzed for fingerprint
° Additional TPHG and BTEX analyses as required based on field
observations
Letter report documenting soil handling and replacement
Up to 15 hours of client consultation
MGR044 A: \CNCLRFrS\54 -1 Page 2 of 6
2. Time of Performance. The services of the Consultant are to commence upon
the execution of this Agreement with completion of the program by November
16, 1992.
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 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. Compensation. The compensation to be paid to Geomatrix Consultants,
Incorporated including both payment for professional services administrative
overhead and any reimbursable expenses (as detailed in " Geomatrix
Consultants, Incorporated 1992 Schedule of Charges and Conditions" [Page 1]),
(attached hereto as Attachment 1 and incorporated by reference herein) shall
not exceed $139,000. Payment shall be made at the Town's next issue of
warrants following completion and receipt of billing. If 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 Town Manager 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.
7. 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.
MGRO41 A: \CNCLRMS\54-1 Page 3 of 6
8. Conflict of Interest. The Consultant has no holdings or interests within the
Town of Los Gatos. Consultant has no business holdings or Agreements with
any member of the staff or management of the Town or its representatives.
9. Insurance.
A. Minimum Scope of Insurance:
i. 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.
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.
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.
MGRD" A \INQ.RPIS'\.S4 -1 Page 4 of 6
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.
10. 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. The Town will not be held liable for any
accident, loss or damage to the work prior to its completion and acceptance.
11. 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.
12. Governing Law. This Agreement, regardless of where executed, shall be
governed by and construed to the laws of the State of California.
13. 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, 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.
14. 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.
15. 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).
MGROM A:\CNCLRFrS\5-4-1 Page 5 of 6
16. 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 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
a I
if"� K��C-1?/)
15avid W. Knapp, Tow19 Manager
ATTEST:
Clerk of the Town of Los Gatos,
Los Gatos, California
`CC . /IL
Marian V. Cosgrove
Town Clerk
MGRO44 a\CNCLerrs \sa-i Page 6 of 6
Geomatrix Consultants, Incorporated
TomjgraV1j.E., \Vjce President
Approved as to Form:
446
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kat rine Anderton ^
Tow Attorney