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1992-061-Amend The Contract With Geomatrix Consultants, Incorporated For Consulting Services For Parking Lot 4RESOLUTION 1992 - 61 RESOLUTION OF THE TOWN OF LOS GATOS AUTHORIZING TOWN MANAGER TO AMEND THE CONTRACT WITH GEOMATRIX CONSULTANTS, INCORPORATED FOR CONSULTING p SERVICES FOR PARKING LOT 4 RESOLVED, by the Town Council of the Town of Los Gatos, County of Santa Clara, State of California, that the Town of Los Gatos amend contract with Geomatrix for consulting services for Parking Lot 4, and that the Town Manager is authorized, and is hereby directed, to execute said contract in the name and on behalf of the Town of Los Gatos (Exhibit A) PASSED AND ADOPTED at a regular meeting of the Town Council of the Town of Los Gatos, California, held on the 20th day of April, 1992 by the following vote: COUNCIL MEMBERS: AYES: Randy Attaway, Joanne Benjamin, Steven Blanton, Brent N. Ventura Mayor Eric D. Carlson NAYES: None ABSENT: None ABSTAIN: None SIGNED: MAYOR OF THE TOWN OF LOS GATOS LOS GATOS. CALIFORNIA ATTEST: C. t CLERK OF THE TOWN OF LOSGATO LOS GATOS, CALIFORNIA AGREEMENT FOR PARKING LOT #4 REMEDIATION PROJECT MANAGEMENT T'_114 ^1 C(_.)'_:t� AGR: T RSZG 1�rq�- ,l Ei THIS AGREEMENT is entered into this day of , 19 by and between the Town of Los Gatos, State of California, herein called the "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. AGREEMENTS NOW, THEREFORE, THE PARTIES HERETO AGREE AS FOLLOWS: 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) MGROa4 A: \cxcLRnS\4 -20-3 Page 1 of 5 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 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 8, 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. MGRM A: \CNMRM7 4 -20.3 Page 2 of 5 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. 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 contract, a General Liabili ty his /her firm to an amoun ($1,000,000) combined singl e personal injury and property and maintain, for the duration of the insurance policy insuring him /her and t not less than: one million dollars limit per occurrence for bodily injury, damage. MGRO44 A \CNCLRnS\4 -243 Page 3 of 5 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. 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. MGRO44 a\CNCLRFM4 -2a3 Page 4 of 5 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). 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 David W. Knapp, Town Manager ATTEST: Clerk of the Town of Los Gatos, Los Gatos, California Marian V. Cosgrove Town Clerk MGRM n:\CNCL q7S \4-2x3 Page 5 of 5 Geomatrix Consultants, Incorporated Tom Graf, P.E., Vice President Approved as to Form: Katherine Anderton Town Attorney