1991-140-Authorizing The Execution Of Agreements For Environmental Initial StudiesRESOLUTION 1991 -140
RESOLUTION OF THE TOWN COUNCIL
OF THE TOWN OF LOS GATOS
AUTHORIZING THE EXECUTION OF AGREEMENTS FOR
ENVIRONMENTAL INITIAL STUDIES
RESOLVED, that due to the uniqueness and special characteristics of environmental
consulting in that qualifications, experience and expert knowledge of the California
Environmental Quality Act need to be verified and the fact that the services rendered are
borne by a project applicant and not the Town, it would be more advantageous to acquire
these services by negotiated bid.
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 Agreement No. 1
for Environmental Initial Studies with Environmental Science Associates, Inc., and LSA
Associates, Inc.
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 Agreement No. 2
for Environmental Initial Studies and Negative Declarations with Geier and Geier
Consulting, Inc.
FURTHER RESOLVED, by the Town Council of the Town of Los Gatos, that the
Town Manager is authorized and directed to execute the attached agreements for
Environmental Initial Studies, in the name and in behalf of the TOWN OF LOS GATOS.
C10 \CNCLRPTS \6- 24 #3.PtN
PASSED AND ADOPTED at a regular meeting of the Town Council held on the
24th day of June, 1991, by the following vote:
COUNCIL MEMBERS:
AYES: Randy Attaway, Joanne Benjamin, and Mayor Brent N. Ventura
NAYS: None
ABSENT: Steven Blanton, Eric D. Carlson
ABSTAIN: None
SIGNED:
MAYOR O 1 E TO O S GATOS
LOS GATOS, CALIFORNIA
ATTEST:
l
CLERK OF THE TOWN OF LOSS GATOS
LOS GATOS, CALIFORNIA
C10 \CNCLRPTS \6- 24 #3.PLN 2
AGREEMENT NO. I FOR INITIAL STUDIES
TUVVN CLERK
AGR:
IHM:
SERVICV,�;
A
THIS AGREEMENT is entered into this 6th day of AUGUST , 1991 ,
by and between the Town of Los Gatos, State of California, herein called the "Town ", and
ENVIRONMENTAL SCIENCE ASSOC/ LSA ASSOCIATES , engaged in providing contracting services
herein called the "Consultant ".
RECITALS
A. The Town is considering undertaking activities pursuant to the provicoa 14,
California Administrative Code, Section 15000 et sea. (Guidelines for
Implementation of the California Environmental Quality Act) and California Public
Resources Code Section 21000 et sea. (California Environmental Quality Act.)
B. The Town desires to engage an Initial Studies Consultant to provide the following
initial studies services in connection with determinations on the environmental effects
of proposed projects or developments.
AGREEMENTS
NOW, THEREFORE, THE PARTIES HERETO AGREE AS FOLLOWS:
1. Scope of Services. The Consultant shall provide the following services:
A. During the term of the contract the Consultant shall prepare initial studies,
negative declarations and mitigated negative declarations as defined in Title
14, California Administrative Code, Section 15000 et sea.
B. There is no promise of any maximum or minimum number of initial study
assignments. During the term of the Agreement, the Consultant will prepare
the initial studies, negative declarations and mitigated negative declarations
as the Town requests. Further, the Consultant knows the Town may assign
some or all initial studies to other Consultants.
C. Projects will be assigned by the Town Planning Director (hereinafter 'Planning
Director ") and shall comply with Title 14, California Administrative Code,
Section 15000 et sea. and will be due within thirty (30) days of assignment.
D. If the Consultant cannot meet the project schedule or deadline he /she shall
inform the Planning Director before accepting the assignment. If the
Consultant delays the assignment in an unreasonable manner or causes a
violation of any time requirement of any statute or regulation, the Town will
notify the Consultant in writing and either reassign the assignment or give
Page 1 of 7
written notice of termination pursuant to Item No., 5 of this Agreement.
E. The Town will prepare an "Authorization to Proceed" for each assignment.
The document shall be signed by the Planning Director or his designee and
the Consultant. This document will provide information regarding the
"specific project assigned ".
F. The Consultant shall meet and consult with members of the Town staff, visit
the project site, obtain information from the applicant and refer to all other
reasonably available resources for the initial studies and negative declaration.
In addition, the Consultant will attend one (1) daytime Development Review
Committee (DRC) meeting pertaining to the specific project.
G. The Consultant shall submit three (3) draft copies of a preliminary initial
study and negative declaration draft to the Planning Director. The Planning
Director, or his designee, will review the preliminary draft within fourteen
(14) calendar days of receipt. The Consultant will then be advised by letter
of any corrections or clarifications needed to complete the studies.
H. The Consultant shall submit twenty -five (25) final copies of the following
documents as minimum requirements of this Agreement (said documents to
be on 8 -1/2" x 11" paper, three -hole punched and clipped together in separate
packets):
L Completed initial study;
ii. Either a recommended negative declaration or a list of subjects to
which special attention should be given in either a mitigated negative
declaration or in a draft environmental impact report;
iii. If applicable, a monitoring program in a Town approved format; and
iv. Any other supporting data used in the preparation of the above
documents or other recommendation for review.
I. All final written documents and materials, as listed above, shall be submitted
to the Office of the Planning Director by the Consultant within one week of
receiving the Town's comments on the preliminary draft (as described in Item
No. F). Only original photographs need to be submitted.
2. Time of Performance. The services of the Consultant are to commence upon the
execution of this Agrement and Consultant will accept assignments made through
June 30, 1992 and shall be undertaken and completed in such sequence as to assure
their expeditions completion in light of the purposes of this Agreement and until
written termination by one or both parties, or completion of services as set forth in
Agreement.
Page 2 of 7
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, Town Planning Director 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 the Initial Studies Consultant
including both payment for professional services and any reimbursable expenses shall
be a maximum of Twelve Hundred Dollars ($1,200) for each initial study. Payment
shall be made at the Town's next issue of warrants following completion and delivery
of the study and receipt of billing. Before accepting the assignment, the Consultant
will provide the Planning Director a written estimate and cost breakdown of the
amount of any anticipated extraordinary work and the Planning Director may either
assign the work to another consultant or, under the direction of the Town Manager,
negotiate a higher fee. If after commencement of work, 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 Planning Director 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.
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.
Page 3 of 7
8. Conflict of Interest. The Consultant must decline assignments on the grounds of
conflict of interest when the Consultant: (1) has done work for the applicant for
project approval within the preceding year, or is then doing or reasonably expects
to do work for the applicant, or (2) when the Consultant has done, is doing or
reasonably expects to do work for someone other than the Town concerning the
project to be studied. For the purposes of this Item No. 8: (1) a sole proprietorship
or business organization related to the Consultant is considered to be the same as
the Consultant, and a sole proprietorship or business organization related to an
applicant is considered to be the same as the applicant; and (2) past, present or
future work for the Town itself is not grounds for disqualification when the project
is one proposed to be performed by the Town.
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 including errors and
omission coverage 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 maintain for the duration of the
contract, an Automobile Liability insurance policy ensuring him /her
and his /her staff to an amount not less than one million dollars
($1,000,000) combined single limit per accident for bodily injury and
property damage.
iii. 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.
B. General Liability:
The Town, its officers, officials, employees and volunteers are to be
covered as insureds 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,
or automobiles owned, leased, hired or borrowed by the Contract.
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
Page 4 of 7
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 be given to the Town.
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 subconsultant. 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
this Agreement, unless hereafter made
bound, shall be binding on either party.
agreements purporting to modify or vary
in writing and signed by the party to be
Page 5 of 7
15. 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.
16. Notices. Any notice required to be given to Consultant shall be deemed to be duly
and properly given if mailed to Consultant postage prepaid, and addressed to: or
personally delivered to Consultant as such address or such other address as
Consultant designates in writing to Town.
Any notice required to be given to Town shall be deemed to be duly and properly
given if mailed to Town, postage prepaid, and addressed to:
Town of Los Gatos
Planning Department
P.O. Box 949
Los Gatos, California 95031
or personally delivered to Town at such address of such other as Town may
designate in writing to Consultant.
Page 6 of 7
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
L11 \contract \t init.std
Consultant
APPROVED AS TO FORM:
Katherine Anderton, Town Attorney
Page 7 of 7
AGREEMENT NO. 2 FOR INITIAL STUDIES SERVICES
X %cam y��15
THIS AGREEMENT is entered into this 6TH day of AUGUST , 19 91 ,
by and between the Town of Los Gatos, State of California, herein called the 'Town ", and
GEIER & GEIER CONSULTING, INC. , engaged in providing contracting services
herein called the "Consultant ".
RECITALS 0 FY
A. The Town is considering undertaking activities pursuant to the provisions in Title 14,
California Administrative Code, Section 15000 et sea. (Guidelines for
Implementation of the California Environmental Quality Act) and California Public
Resources Code Section 21000 et se q. (California Environmental Quality Act.)
B. The Town desires to engage an Initial Studies Consultant to provide the following
initial studies services in connection with determinations on the environmental effects
of proposed projects or developments.
AGREEMENTS
NOW, THEREFORE, THE PARTIES HERETO AGREE AS FOLLOWS:
1. Scope of Services. The Consultant shall provide the following services:
A. During the term of the contract the Consultant shall prepare initial studies,
negative declarations and mitigated negative declarations as defined in Title
14, California Administrative Code, Section 15000 et se q.
B. There is no promise of any maximum or minimum number of initial study
assignments. During the term of the Agreement, the Consultant will prepare
the initial studies, negative declarations and mitigated negative declarations
as the Town requests. Further, the Consultant knows the Town may assign
some or all initial studies to other Consultants.
C. Projects will be assigned by the Town Planning Director (hereinafter "Planning
Director ") and shall comply with Title 14, California Administrative Code,
Section 15000 et sea. and will be due within thirty (30) days of assignment.
D. If the Consultant cannot meet the project schedule or deadline he /she shall
inform the Planning Director before accepting the assignment. If the
Consultant delays the assignment in an unreasonable manner or causes a
violation of any time requirement of any statute or regulation, the Town will
notify the Consultant in writing and either reassign the assignment or give
Page 1 of 7
written notice of termination pursuant to Item No., 5 of this Agreement.
E. The Town will prepare an "Authorization to Proceed" for each assignment.
The document shall be signed by the Planning Director or his designee and
the Consultant. This document will provide information regarding the
"specific project assigned ".
F. The Consultant shall meet and consult with members of the Town staff, visit
the project site, obtain information from the applicant and refer to all other
reasonably available resources for the initial studies and negative declaration.
In addition, the Consultant will attend one (1) daytime Development Review
Committee (DRC) meeting pertaining to the specific project.
G. The Consultant shall submit three (3) draft copies of a preliminary initial
study and negative declaration draft to the Planning Director. The Planning
Director, or his designee, will review the preliminary draft within fourteen
(14) calendar days of receipt. The Consultant will then be advised by letter
of any corrections or clarifications needed to complete the studies.
H. The Consultant shall submit twenty -five (25) final copies of the following
documents as minimum requirements of this Agreement (said documents to
be on 8 -1/2" x 11" paper, three -hole punched and clipped together in separate
packets):
i. Completed initial study;
ii. Either a recommended negative declaration or a list of subjects to
which special attention should be given in either a mitigated negative
declaration or in a draft environmental impact report;
iii. If applicable, a monitoring program in a Town approved format; and
iv. Any other supporting data used in the preparation of the above
documents or other recommendation for review.
I. All final written documents and materials, as listed above, shall be submitted
to the Office of the Planning Director by the Consultant within one week of
receiving the Town's comments on the preliminary draft (as described in Item
No. F). Only original photographs need to be submitted.
2. Time of Performance. The services of the Consultant are to commence upon the
execution of this Agrement and Consultant will accept assignments made through
June 30, 1992 and shall be undertaken and completed in such sequence as to assure
their expeditions completion in light of the purposes of this Agreement and until
written termination by one or both parties, or completion of services as set forth in
Agreement.
Page 2 of 7
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, Town Planning Director 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 the Initial Studies Consultant
including both payment for professional services and any reimbursable expenses shall
be a maximum of Twelve Hundred Dollars ($1,200) for each initial study. Payment
shall be made at the Town's next issue of warrants following completion and delivery
of the study and receipt of billing. Before accepting the assignment, the Consultant
will provide the Planning Director a written estimate and cost breakdown of the
amount of any anticipated extraordinary work and the Planning Director may either
assign the work to another consultant or, under the direction of the Town Manager,
negotiate a higher fee. If after commencement of work, 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 Planning Director 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.
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.
Page 3 of 7
8. Conflict of Interest. The Consultant must decline assignments on the grounds of
conflict of interest when the Consultant: (1) has done work for the applicant for
project approval within the preceding year, or is then doing or reasonably expects
to do work for the applicant, or (2) when the Consultant has done, is doing or
reasonably expects to do work for someone other than the Town concerning the
project to be studied. For the purposes of this Item No. 8: (1) a sole proprietorship
or business organization related to the Consultant is considered to be the same as
the Consultant, and a sole proprietorship or business organization related to an
applicant is considered to be the same as the applicant; and (2) past, present or
future work for the Town itself is not grounds for disqualification when the project
is one proposed to be performed by the Town.
9. Insurance.
A. Minimum Scope of Insurance:
Consultant agrees to have and maintain, for the duration of the
contract, a General Liability insurance policy coverage 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 maintain for the duration of the
contract, an Automobile Liability insurance policy ensuring him /her
and his /her staff to an amount not less than one million dollars
($1,000,000) combined single limit per accident for bodily injury and
property damage.
iii. 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.
B. General Liability:
i. The Town, its officers, officials, employees and volunteers are to be
covered as insureds 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,
or automobiles owned, leased, hired or borrowed by the Contract.
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
Page 4 of 7
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 be given to the Town.
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 subconsultant. 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
this Agreement, unless hereafter made
bound, shall be binding on either party.
agreements purporting to modify or vary
in writing and signed by the party to be
Page 5 of 7
15. 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.
16. Notices. Any notice required to be given to Consultant shall be deemed to be duly
and properly given if mailed to Consultant postage prepaid, and addressed to: or
personally delivered to Consultant as such address or such other address as
Consultant designates in writing to Town.
Any notice required to be given to Town shall be deemed to be duly and properly
given if mailed to Town, postage prepaid, and addressed to:
Town of Los Gatos
Planning Department
P.O. Box 949
Los Gatos, California 95031
or personally delivered to Town at such address of such other as Town may
designate in writing to Consultant.
Page 6 of 7
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
L11 \contract \21nitstd
Consultant
APPROVED AS TO FORM:
Kat Brine Anderton, Town Attorney
Page 7 of 7