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HomeMy WebLinkAboutActerra - Contract 7/1/2016 - 6/30/2019 IMO 'J CONSULTING SERVICES AGREEMENT BETWEEN THE TOWN OF LOS ALTOS HILLS AND ACTERRA THIS AGREEMENT for consulting services is made by and between the Town of Los Altos Hills ("Town') and ACTERRA("Consultant")(together referred to as the"Parties") as of 7a1 y 1 ,2016 (the'Effective Date°). Section 1. SERVICES. Subject to the terms and conditions set forth in this Agreement, Consultant shall provide to Town the services described in the Scope of Work attached as Exhibit A ,and incorporated herein, at the time and place and in the manner specified therein. In the event of a conflict in or inconsistency between the terms of this Agreement and Exhibit A, the Agreement shall prevail. 1.1 Term of Services. The term of this Agreement shall begin on the Effective Date and shall end on 6-3O-2cI ,and Consultant shall complete the work described in Exhibit A on or before that dale, unless the term of the Agreement is otherwise terminated or extended,as provided for in Section 8. The time provided to Consultant to complete the services required by this Agreement shall not affect the Town's right to terminate the Agreement, as referenced in Section 8. 1.2 Standard of Performance. Consultant shall perform all services required pursuant to this Agreement according to the standards observed by a competent practitioner of the profession in which Consultant is engaged. 1.3 Assignment of Personnel. Consultant shall assign only competent personnel to perform services pursuant to this Agreement. In the event that Town, in its sole discretion,at any time during the term of this Agreement,desires the reassignment of any such persons, Consultant shall,immediately upon receiving notice from Town of such desire of Town, reassign such person or persons. 1.4 Time. Consultant shall devote such time to the performance of services pursuant to this Agreement as may be reasonably necessary to meet the standard of performance provided in Section 1.1 above and to satisfy Consultant's obligations hereunder. 1.5 Public Works Requirements. Because the services described in Exhibit A include'work performed during the design and preconstruction phases of construction including, but not limited to, inspection and land surveying work,"the services constitute a public works within the definition of Section 1720(a)(1)of the California Labor Code. As a result, Consultant is required to comply with the provisions of the Labor Code applicable to public worts,to the extent set forth in Exhibit C. Consultant shall waive, indemnify, hold harmless,and defend Town concerning any liability arising out of Labor Code Section 1720 et seq. Section 2. COMPENSATION. Town hereby agrees to pay Consultant a sum not to exceed $142,318.31,notwithstanding any contrary indications that may be contained in Consultant's proposal,for services to be performed and reimbursable costs incurred under this Agreement. In the event of a conflict between this Agreement and Consultant's proposal,attached as Exhibit A. regarding the amount of Consulting Services Agreement between Town of Los Altos Hills and Acterra Page 1 of 14 compensation, the Agreement shall prevail. Town shall pay Consultant for services rendered pursuant to this Agreement at the time and in the manner set forth herein. The payments specified below shall be the only payments from Town to Consultant for services rendered pursuant to this Agreement. Consultant shall submit all invoices to Town in the manner specified herein. Except as specifically authorized by Town in writing,Consultant shall not bill Town for duplicate services performed by more than one person. Consultant and Town acknowledge and agree that compensation paid by Town to Consultant under this Agreement is based upon Consultant's estimated costs of providing the services required hereunder, including salaries and benefits of employees and subcontractors of Consultant. Consequently, the parties further agree that compensation hereunder is intended to include the costs of contributions to any pensions and/or annuities to which Consultant and its employees, agents, and subcontractors may be eligible. Town therefore has no responsibility for such contributions beyond compensation required under this Agreement. 2.1 Invoices. Consultant shall submit invoices, not more often than once a month during the term of this Agreement, based on the cost for services performed and reimbursable costs incurred prior to the invoice date. Invoices shall contain the following information: • Serial identifications of progress bills;i.e., Progress Bill No. 1 for the first invoice, etc.; • The beginning and ending dates of the billing period; • A Task Summary containing the original contract amount,the amount of prior billings,the total due this period,the balance available under the Agreement, and the percentage of completion; • At Town's option,for each work item in each task,a copy of the applicable time entries or time sheets shall be submitted showing the name of the person doing the work,the hours spent by each person,a brief description of the work,and each reimbursable expense; • The total number of hours of work performed under the Agreement by Consultant and each employee, agent,and subcontractor of Consultant performing services hereunder; • The Consultant's signature; • Consultant shall give separate notice to the Town when the total number of hours worked by Consultant and any individual employee, agent,or subcontractor of Consultant reaches or exceeds 800 hours within a 12-month period under(his Agreement and any other agreement between Consultant and Town. Such notice shall include an estimate of the time necessary to complete work described in Exhibit A and the estimate of time necessary to complete work under any other agreement between Consultant and Town, if applicable. 2.2 Monthly Payment. Town shall make monthly payments, based on invoices received,for services satisfactorily performed, and for authorized reimbursable costs incurred. Town shall have 30 days from the receipt of an invoice that complies with all of the requirements above to pay Consultant. Consulting Services Agreement between Town of Los Altos Hills and Aclerra Page 2 of 14 41110 2.3 Final Payment. Town shall pay the last 5%of the total sum due pursuant to this Agreement within 60 days after completion of the services and submittal to Town of a final invoice, if all services required have been satisfactorily performed. 2.4 Total Payment. Town shall pay for the services to be rendered by Consultant pursuant to this Agreement. Town shall not pay any additional sum for any expense or cost whatsoever incurred by Consultant in rendering services pursuant to this Agreement. Town shall make no payment for any extra,further, or additional service pursuant to this Agreement. In no event shall Consultant submit any invoice for an amount in excess of the maximum amount of compensation provided above either for a task or for the entire Agreement, unless the Agreement is modified prior to the submission of such an invoice by a properly executed change order or amendment. 2.5 Hourly Fees. Fees for work performed by Consultant on an hourly basis shall not exceed the amounts shown on the compensation schedule attached hereto as Exhibit B. 2.6 Reimbursable Expenses. Reimbursable expenses are included in the total amount of compensation provided under this Agreement that shall not be exceeded. 2.7 Payment of Taxes. Consultant is solely responsible for the payment of employment taxes incurred under this Agreement and any similar federal or state taxes. 2.8 Payment upon Termination. In the event that the Town or Consultant terminates this Agreement pursuant to Section 8, the Town shall compensate the Consultant for all outstanding costs and reimbursable expenses incurred for work satisfactorily completed as of the date of written notice of termination. Consultant shall maintain adequate logs and timesheets to verify costs incurred to that date. 2.9 Authorization to Perform Services. The Consultant is not authorized to perform any services or incur any costs whatsoever under the terms of this Agreement until receipt of authorization from the Contract Administrator. Section 3. FACILITIES AND EQUIPMENT. Except as set forth herein,Consultant shall, at its sole cost and expense, provide all facilities and equipment that may be necessary to perform the services required by this Agreement. Section 4. INSURANCE REQUIREMENTS. Before beginning any work under this Agreement, Consultant, at its own cost and expense, unless otherwise specified below, shall procure the types and amounts of insurance listed below against claims for injuries to persons or damages to property that may arise from or in connection with the performance of the work hereunder by the Consultant and its agents, representatives,employees, and subcontractors. Consistent with the following provisions, Consultant shall provide proof satisfactory to Town of such insurance that meets the requirements of this section and under forms of insurance satisfactory in all respects, and that such insurance is in effect prior to beginning work to the Town. Consultant shall maintain the insurance policies required by this section throughout the term of Consulting Services Agreement between Town of Los Altos Hills and Aclerra Page 3 of 14 NISthis Agreement. The cost of such insurance shall be included in the Consultant's bid. Consultant shall not allow any subcontractor to commence work on any subcontract until Consultant has obtained all insurance required herein for the subcontractor(s) and provided evidence that such insurance is in effect to Town. Verification of the required insurance shall be submitted and made part of this Agreement prior to execution. Consultant shall maintain all required insurance listed herein for the duration of this Agreement. 4.1 Workers'Compensation. Consultant shall, at its sole cost and expense,maintain Statutory Workers' Compensation Insurance and Employers Liability Insurance for any and all persons employed directly or indirectly by Consultant. The Statutory Workers' Compensation Insurance and Employer's Liability Insurance shall be provided with limits of not less than$1,000,000 per accident. In the alternative, Consultant may rely on a self- insurance program to meet those requirements,but only if the program of self-insurance complies fully with the provisions of the California Labor Code. Determination of whether a self-insurance program meets the standards of the Labor Code shall be solely in the discretion of the Contract Administrator.The insurer,if insurance is provided,or the Consultant, if a program of self-insurance is provided, shall waive all rights of subrogation against the Town and its officers,officials, employees,and volunteers for loss arising from work performed under this Agreement. 4.2 Commercial General and Automobile Liability Insurance. 4.2.1 General requirements. Consultant,at its own cost and expense,shall maintain commercial general and automobile liability insurance for the term of this Agreement in an amount not less than$1,000,000 per occurrence, combined. single limit coverage for risks associated with the work contemplated by this Agreement. If a Commercial General Liability Insurance or an Automobile Liability form or other form with a general aggregate limit is used,either the general aggregate limit shall apply separately to the work to be performed under this Agreement or the general aggregate limit shall be at least twice the required occurrence limit. Such coverage shall include but shall not be limited to, protection against claims arising from bodily and personal injury, including death resulting therefrom, and damage to property resulting from activities contemplated under this Agreement, including the use of owned and non-owned automobiles. 4.2.2 Minimum scope of coverage. Commercial general coverage shall be at least as broad as Insurance Services Office Commercial General Liability occurrence form CG 0001 (most recent edition)covering comprehensive General Liability on an "occurrence°basis. Automobile coverage shall be at least as broad as Insurance Services Office Automobile Liability form CA 0001 (most recent edition), Code 1 (any auto). No endorsement shall be attached limiting the coverage. 4.2.3 Additional requirements. Each of the following shall be included in the insurance coverage or added as a certified endorsement to the policy: a. The Insurance shalt cover on an occurrence or an occurrence basis,and not on a claims-made basis. Consulting Services Agreement between Town of Los Altos Hills and Acterra Page 4 of 14 SFS b. Town, its officers, officials,employees, and volunteers are to be covered as insureds as respects: liability arising out of work or operations performed by or on behalf of the Consultant;or automobiles owned, leased, hired,or borrowed by the Consultant c. For any claims related to this Agreement or the work hereunder, the Consultant's insurance covered 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. d. Each insurance policy required by this clause shall be endorsed to state that coverage shall not be canceled by either party,except after 30 days' prior written notice has been provided to the Town. 4.3 Professional Liability Insurance. 4.3.1 General requirements. Consultant, at its own cost and expense, shall maintain for the period covered by this Agreement professional liability insurance for licensed professionals performing work pursuant to this Agreement in an amount not less than $1,000,000 covering the licensed professionals'errors and omissions. Any deductible or self-insured retention shall not exceed $150,000 per claim. 4.3.2 Claims-made limitations. The following provisions shall apply if the professional liability coverage is written on a claims-made form: a. The retroactive date of the policy must be shown and must be before the date of the Agreement. b. Insurance must be maintained and evidence of insurance must be provided for at least five years after completion of the Agreement or the work,so long as commercially available at reasonable rates. c. If coverage is canceled or not renewed and itis not replaced with another claims-made policy form with a retroactive date that precedes the date of this Agreement, Consultant must purchase an extended period coverage for a minimum of five years after completion of work under this Agreement. d. A copy of the claim reporting requirements must be submitted to the Town for review prior to the commencement of any work under this Agreement. 4.4 All Policies Requirements. Consulting Services Agreement between Town of Los Altos Hills and Acterra Page 5 of 14 V 4.4.1 Acceptability of insurers. All insurance required by this section is to be placed with insurers with a Bests'rating of no less than A:VII, 4.4.2 Verification of coverage. Prior to beginning any work under this Agreement, Consultant shall furnish Town with complete copies of all policies delivered to Consultant by the insurer,including complete copies of all endorsements attached to those policies. All copies of policies and endorsements shall show the signature of a person authorized by that insurer to bind coverage on its behalf. If the Town does not receive the required insurance documents prior to the Consultant beginning work, it shall not waive the Consultant's obligation to provide them. The Town reserves the right to require complete copies of all required insurance policies at any time. 4.4.3 Deductibles and Self-Insured Retentions. Consultant shall disclose to and obtain the written approval of Town for the self-insured retentions and deductibles before beginning any of the services or work called for by any term of this Agreement. At the option of the Town,either:the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects the Town,its officers, employees, and volunteers;or the Consultant shall provide a financial guarantee satisfactory to the Town guaranteeing payment of losses and related investigations,claim administration and defense expenses. 4.4.4 Wasting Policies. No policy required by this Section 4 shall include a"wasting" policy limit(i.e. limit that is eroded by the cost of defense). 4.4.5 Waiver of Subrogation. Consultant hereby agrees to waive subrogation which any insurer or contractor may require from vendor by virtue of the payment of any loss. Consultant agrees to obtain any endorsements that may be necessary to affect this waiver of subrogation. The Workers Compensation policy shall be endorsed with a waiver of subrogation in favor of the entity for all work performed by the consultant,its employees, agents,and subcontractors. 4.4.6 Subcontractors. Consultant shall include all subcontractors as insureds under its policies or shall furnish separate certificates and endorsements for each subcontractor. All coverages for subcontractors shall be subject to all of the requirements stated herein. 4.5 Remedies. In addition to any other remedies Town may have if Consultant fails to provide or maintain any insurance policies or policy endorsements to the extent and within the time herein required, Town may,at its sole option exercise any of the following remedies,which are alternatives to other remedies Town may have and are not the exclusive remedy for Consultant's breach: Consulting Services Agreement between Town of Los Altos Hills and Acteaa Page 6 of 14 � v • Obtain such insurance and deduct and retain the amount of the premiums for such insurance from any sums due under the Agreement; • Order Consultant to stop work under this Agreement or withhold any payment that becomes due to Consultant hereunder,or both stop work and withhold any payment, until Consultant demonstrates compliance with the requirements hereof; and/or • Terminate this Agreement. Section 5. INDEMNIFICATION AND CONSULTANT'S RESPONSIBILITIES. Consultant shall indemnify,defend with counsel acceptable to Town, and hold harmless Town and its officers,officials, employees, agents and volunteers from and against any and all liability, loss,damage, claims,expenses, and costs(including without limitation,attorneys fees and costs and fees of litigation) (collectively,"Liability")of every nature arising out of or in connection with Consultants performance of the Services or its failure to comply with any of its obligations contained in this Agreement,except such Liability caused by the sole negligence or willful misconduct of Town. The Consultant's obligation to defend and indemnify shall not be excused because of the Consultant's inability to evaluate Liability or because the Consultant evaluates Liability and determines that the Consultant is not liable to the claimant. The Consultant must respond within 30 days,to the tender of any claim for defense and indemnity by the Town, unless this time has been extended by the Town. If the Consultant fails to accept or reject a tender of defense and indemnity within 30 days, in addition to any other remedy authorized by law,so much of the money due the Consultant under and by virtue of this Agreement as shall reasonably be considered necessary by the Town, may be retained by the Town until disposition has been made of the claim or suit for damages,or until the Consultant accepts or rejects the tender of defense,whichever occurs first. With respect to third party claims against the Consultant,the Consultant waives any and all rights of any type to express or implied indemnity against the Indemnitees. Notwithstanding the forgoing,to the extent this Agreement is a"construction contract"as defined by California Civil Code Section 2782, as may be amended from time to time,such duties of consultant to indemnify shall not apply when to do so would be prohibited by California Civil Code Section 2782. In the event that Consultant or any employee, agent,or subcontractor of Consultant providing services under this Agreement is determined by a court of competent jurisdiction or the California Public Employees Retirement System (PERS)to be eligible for enrollment in PERS as an employee of Town, Consultant shall indemnify,defend, and hold harmless Town for the payment of any employee and/or employer contributions for PERS benefits on behalf of Consultant or its employees, agents, or subcontractors, as well as for the payment of any penalties and interest on such contributions,which would otherwise be the responsibility of Town. Section 6. STATUS OF CONSULTANT. Consulting Services Agreement between Town of Los Altos Hills and Acterra Page 7 of 14 *10 6.1 Independent Contractor. At all times during the term of this Agreement, Consultant shall be an independent contractor and shall not bean employee of Town. Town shall have the right to control Consultant only insofar as the results of Consultant's services rendered pursuant to this Agreement and assignment of personnel pursuant to Subparagraph 1.3; however,otherwise Town shall not have the right to control the means by which Consultant accomplishes services rendered pursuant to this Agreement. Notwithstanding any other Town, state,or federal policy,rule,regulation,law, or ordinance to the contrary, Consultant and any of its employees, agents,and subcontractors providing services under this Agreement shall not qualify for or become entitled to, and hereby agree to waive any and all claims to, any compensation, benefit,or any incident of employment by Town, including but not limited to eligibility to enroll in the California Public Employees Retirement System (PERS)as an employee of Town and entitlement to any contribution to be paid by Town for employer contributions and/or employee contributions for PERS benefits. 6.2 Consultant Not an Agent. Except as Town may specify in writing, Consultant shall have no authority, express or implied,to act on behalf of Town in any capaTown whatsoever as an agent. Consultant shall have no authority,express or implied,pursuant to this Agreement to bind Town to any obligation whatsoever. Section 7. LEGAL REQUIREMENTS. 7.1 Governing Law. The laws of the State of California shall govern this Agreement. 7.2 Compliance with Applicable Laws. Consultant and any subcontractors shall comply with all laws applicable to the performance of the work hereunder. 7.3 Other Governmental Regulations. To the extent that this Agreement may be funded-by fiscal assistance from another governmental entity,Consultant and any subcontractors shall comply with all applicable rules and regulations to which Town is bound by the terms of such fiscal assistance program. 7.4 Licenses and Permits. Consultant represents and warrants to Town that Consultant and its employees, agents,and any subcontractors have all licenses, permits,qualifications, and approvals of whatsoever nature that are legally required to practice their respective professions. Consultant represents and warrants to Town that Consultant and its employees, agents, any subcontractors shall, at their sole cost and expense, keep in effect at all limes during the term of this Agreement any licenses, permits,and approvals that are legally required to practice their respective professions. In addition to the foregoing, Consultant and any subcontractors shall obtain and maintain during the term of this Agreement valid Business Licenses from Town. 7.5 Nondiscrimination and Equal Opportunity. Consultant shall not discriminate,on the basis of a person's race, religion, color, national origin, age, physical or mental handicap or disability, medical condition, marital status, sex,or sexual orientation, against any employee, applicant for employment,subcontractor, bidder for a subcontract,or participant in, recipient of, or applicant for any services or programs provided by Consultant under this Consulting Services Agreement between Town of Los Altos Hills and Acterra Page 8 of 14 Agreement. Consultant shall comply with all applicable federal, state, and local laws, policies, rules, and requirements related to equal opportunity and nondiscrimination in employment, contracting, and the provision of any services that are the subject of this Agreement, including but not limited to the satisfaction of any positive obligations required of Consultant thereby. Consultant shall include the provisions of this Subsection in any subcontract approved by the Contract Administrator or this Agreement. Section S. TERMINATION AND MODIFICATION. 8.1 Termination. Town may cancel this Agreement at any time and without cause upon written notification to Consultant. Consultant may cancel this Agreement upon 30 days'written notice to Town and shall include in such notice the reasons for cancellation. In the event of termination, Consultant shall be entitled to compensation for services performed to the effective date of termination;Town, however, may condition payment of such compensation upon Consultant delivering to Town any or all documents, photographs,computer software,video and audio tapes, and other materials provided to Consultant or prepared by or for Consultant or the Town in connection with this Agreement. 8.2 Extension. Town may, in its sole and exclusive discretion,extend the end date of this Agreement beyond that provided for in Subsection 1.1. Any such extension shall require a written amendment to this Agreement, as provided for herein. Consultant understands and agrees that, if Town grants such an extension, Town shall have no obligation to provide Consultant with compensation beyond the maximum amount provided for in this Agreement. Similarly, unless authorized by the Contract Administrator,Town shall have no obligation to reimburse Consultant for any otherwise reimbursable expenses incurred during the extension period. 8.3 Amendments. The parties may amend this Agreement only by a wdting signed by all the parties. 8.4 Assignment and Subcontracting. Town and Consultant recognize and agree that this Agreement contemplates personal performance by Consultant and is based upon a determination of Consultant's unique personal competence,experience, and specialized personal knowledge. Moreover,a substantial inducement to Town for entering into this Agreement was and is the professional reputation and competence of Consultant. Consultant may not assign this Agreement or any interest therein without the prior written approval of the Contract Administrator. Consultant shall not subcontract any portion of the performance contemplated and provided for herein, other than to the subcontractors noted in the proposal,without prior written approval of the Contract Administrator. Consulting Services Agreement between Town of Los Altos Hills and Acterra Page 9 of 14 8.5 Survival. All obligations arising prior to the termination of this Agreement and all provisions of this Agreement allocating liability between Town and Consultant shall survive the termination of this Agreement. 8.6 Options upon Breach by Consultant. If Consultant materially breaches any of the terms of this Agreement,Town's remedies shall included, but not be limited to,the following: 8.6.1 Immediately terminate the Agreement; 8.6.2 Retain the plans,specifications,drawings, reports,design documents, and any other work product prepared by Consultant pursuant to this Agreement; 8.6.3 Retain a different consultant to complete the work described in Exhibit A not finished by Consultant;or 8.6.4 Charge Consultant the difference between the cost to complete the work described in Exhibit A that is unfinished at the time of breach and the amount that Town would have paid Consultant pursuant to Section 2 if Consultant had completed the work. Section 9. KEEPING AND STATUS OF RECORDS. 9.1 Records Created as Part of Consultant's Performance. All reports,data, maps, models,charts,studies,surveys,photographs,memoranda, plans,studies,specifications, records,files,or any other documents or materials, in electronic or any other form,that Consultant prepares or obtains pursuant to this Agreement and that relate to the matters covered hereunder shall be the property of the Town. Consultant hereby agrees to deliver those documents to the Town upon termination of the Agreement. It is understood and agreed that the documents and other materials, including but not limited to those described above, prepared pursuant to this Agreement are prepared specifically for the Town and are not necessarily suitable for any future or other use. Town and Consultant agree that, until final approval by Town, all data, plans,specifications, reports and other documents are confidential and will not be released to third parties without prior written consent of both parties. 9.2 Consultant's Books and Records. Consultant shall maintain any and all ledgers,books of account, invoices,vouchers,canceled checks, and other records or documents evidencing or relating to charges for services or expenditures and disbursements charged to the Town under this Agreement for a minimum of 3 years,or for any longer period required by law,from the date of final payment to the Consultant to this Agreement. 9.3 Inspection and Audit of Records. Any records or documents that Section 9.2 of this Agreement requires Consultant to maintain shall be made available for inspection,audit, and/or copying at any time during regular business hours, upon oral or written request of the Town. Under Califomia Government Code Section 8546.7, if the amount of public funds expended under this Agreement exceeds$10,000.00, the Agreement shall be Consulting Services Agreement between Town of Los Altos Hills and Acterra Page 10 of 14 Li subject to the examination and audit of the State Auditor, at the request of Town or as part of any audit of the Town,for a period of 3 years after final payment under the Agreement. Section 10 MISCELLANEOUS PROVISIONS. 10.1 Attorneys' Fees. If a party to this Agreement brings any action, including an action for declaratory relief,to enforce or interpret the provision of this Agreement, the prevailing party shall be entitled to reasonable attorneys'fees in addition to any other relief to which that party may be entitled. The court may set such fees in the same action or in a separate action brought for that purpose. 10.2 Venue. In the event that either party brings any action against the other under this Agreement,the parties agree that trial of such action shall be vested exclusively in the state courts of California in the County of Monterey or in the United States District Court for the Northern District of California. 10.3 Severability. If a court of competent jurisdiction finds or rules that any provision of this Agreement is invalid,void, or unenforceable,the provisions of this Agreement not so adjudged shall remain in full force and effect. The invalidity in whole or in part of any provision of this Agreement shall not void or affect the validity of any other provision of this Agreement. 10.4 No Implied Waiver of Breach. The waiver of any breach of a specific provision of this Agreement does not constitute a waiver of any other breach of that term or any other term of this Agreement. 10.5 Successors and Assigns. The provisions of this Agreement shall inure to the benefit of and shall apply to and bind the successors and assigns of the parties. 10.6 Use of Recycled Products. Consultant shall prepare and submit all reports,written studies and other printed material on recycled paper to the extent it is available at equal or less cost than virgin paper. 10.7 Conflict of Interest. Consultant may serve other clients,but none whose activities within the corporate limits of Town or whose business, regardless of location,would place Consultant in a"conflict of interest,"as that term is defined in the Political Reform Act, codified at California Government Code Section 81000 et seq. Consultant shall not employ any Town official in the work performed pursuant to this Agreement. No officer or employee of Town shall have any financial interest in this Agreement that would violate California Government Code Sections 1090 et seq. Consultant hereby warrants that it is not now, nor has it been in the previous 12 months, an employee, agent, appointee, or official of the Town. If Consultant was an employee, agent, appointee,or official of the Town in the previous twelve months, Consultant warrants that it did not participate in any manner in the forming of this Agreement. Consulting Services Agreement between Town of Los Altos Hills and Acterra Page 11 of 14 V `rr/ Consultant understands that, if this Agreement is made in violation of Government Code§ 1090 et seq.,the entire Agreement is void and Consultant will not be entitled to any compensation for services performed pursuant to this Agreement,including reimbursement of expenses, and Consultant will be required to reimburse the Town for any sums paid to the Consultant. Consultant understands that, in addition to the foregoing, it may be subject to criminal prosecution for a violation of Government Code§1090 and, if applicable, will be disqualified from holding public office in the State of California. 10.8 Solicitation. Consultant agrees not to solicit business at any meeting,focus group, or interview related to this Agreement,either orally or through any written materials. 10.9 Contract Administration. This Agreement shall be administered by Richard Chiu ("Contract Administrator"). All correspondence shall be directed to or through the Contract Administrator or his or her designee. 10.10 Notices. Any written notice to Consultant shall be sent to: Acterra Attn:Alexandra Von Feldt 3921 East Bayshore Road Palo Alto, CA 943034303 Any written notice to Town shall be sent to: Town of Los Altos Hills Attn: Richard Chiu 26379 Fremont Road Los Altos Hills,CA 94022 10.11 Professional Seal. Where applicable in the determination of the contract administrator, the first page of a technical report,first page of design specifications, and each page of construction drawings shall be stamped/sealed and signed by the licensed professional responsible for the report/design preparation. The stamp/seal shall be in a block entitled "Seal and Signature of Registered Professional with reportldesign responsibility,"as in the following example. Seal and Signature of Registered Professional with report/design responsibility. 10.12 Inteuration. This Agreement, including the scope of work attached hereto and incorporated herein as Exhibits A, B, and C represents the entire and integrated agreement between Town and Consultant and supersedes all prior negotiations, representations,or agreements,either written or oral. Consulting Services Agreement between Town of Los Altos Hills and Acterra Page 12 of 14 v Exhibit A Scope of Services Exhibit B Payment Schedule Exhibit C Public Works Requirements 10.13 Counterparts. This Agreement may be executed in multiple counterparts,each of which shall be an original and all of which together shall constitute one agreement. Consulting Services Agreement between Town of Los Altos Hits and Acterra Page 13 of 14 isr ..r The Parties have executed this Agreement as of the Effective Date. TOWN OF LOS ALTOS HILLS CC . T Carl Carl Cah�na ger Alexandra Von Feldt, Program Di-• Attest:ieIo borah L. Padovan, City Approved as to Form: Steven T. Mattas, City Attorney Consulting Services Agreement between Town of Los Altos Hills and Aclerra Page 14 of 14 v EXHIBIT A SCOPE OF SERVICES Consulting Services Agreement between Town of Los Altos hills and Acterra Exhibit A Page 1 of 1 Acterra fa1650.962.8]6 ,�•'/i Acton live Healthy Ylan,a fax 650.962.8234 3921 East Baysbore Road twww.Acterra org Acterra Palo Alto ca 94303-4303 info@Acterra.org Acterra Stewardship Contract for Los Altos Hills Open Space: July 1,2016—June 30,2019 Background Acterra Stewardship is an environmental non-profit organization based in Palo Alto,with a mission to involve,educate, and inspire the public to create healthy ecosystems in our urban communities,and natural lands and waters.We have over 40 years of experience working with the community across Silicon Valley to improve our parks,creeks,and open spaces. In 2014,Acterra was selected through a competitive grant application process to conduct stewardship and educational activities at Los Altos Hills(LAH)Open Space Preserves.After a successful pilot year(April 1,2014-March 31,2015),LAH Town Council approved a second year of the partnership to continue stewardship of LAH Open Space Preserves.This second year will conclude at the end of April 2016. Stewardship of the LAH Open Space Preserves has produced immediate visible benefits with regard to invasive weed reduction and native plant revegetation,as well as increased levels of community engagement,and overall improved ecological health and function of the preserves and the creeks that run through them.Annual contract deliverables include an assessment and vegetation management plan for Byrne,Juan Prado Mesa,and O'Keefe Preserves;24 community workdays;10 educational events;350 volunteers engaged;1,000 volunteer hours;as well as documentation and photomonitoring of progress.All deliverables were met or exceeded during the pilot year of the project and year two of the project is on track to again meet or exceed all deliverables. In addition to developing and implementing a comprehensive vegetation management plan,Acterra has successfully created the infrastructure and volunteer base for continued stewardship of LAH Open Space Preserves in future years(e.g. a storage shed at Byrne Preserve to house tools and supplies just for LAH sites,as well as strong community relationships with various schools, residents,and civic groups).The value of the volunteer labor is estimated at$25,000 for the past year.Over the past two years,we have also provided place based nature programs in the preserves to 700+students from local schools. While Acterra has made considerable progress in two years, our work is far from finished.To be effective in the long-term,we must carry out a strategic multi-year strategy that maximizes community participation and buy-in,and builds on lessons learned.Conversely, if stewardship efforts cease,invasive weed seed In the soil will continue to germinate and re-establish monocultures that threaten the ecological, recreational, and aesthetic value of LAH open space. Long-term Vision The project's first two years laid the groundwork for a multi-year vegetation management and community engagement strategy that 1)takes into account the long-lived invasive seed banks (3 to 10+years),life cycles,and best practice management strategies of each target plant species;2)mitigates continued land pressures of each preserve such as grazing,residential development,and trail use;and 3)benefits and engages the community(including school groups,homeowners,service organizations,and local residents) through ongoing opportunities for stewardship and education. Acterra will build upon our outcomes and successes to sustain and accelerate progress toward the following long-term goals: Multi-year goal Ongoing strategies Control invasive plant • Reduce density of key invasive species as they germinate and return each year populations • Reduce soil seed bank(leading to an incremental reduction in germination each subsequent year) • Contain spread into new areas of the preserve Restore and increase • Revegetate target areas with locally native plants native biodiversity • Protect existing native plant vegetation from invasive plant encroachment Monitor vegetation • Document annual progress through photomonitoring • Prevent invasion/reinvasion by other noxious weed species not yet identified Engage the • Leverage volunteers to accomplish goals(i.e.volunteer workdays) community • Enhance public appreciation of LAH Open Space through educational events Santa Clara Valley Water District Grant Acterra Stewardship has been awarded$137,000 from the Santa Clara Valley Water District(SCVWD)to restore habitat In Byrne Preserve over three years.The project will improve wildlife habitat in the upper Adobe Creek watershed by restoring a degraded tributary to Moody Creek located in Byrne Preserve.Major grant activities will include community engagement and education,monitoring of vegetation and channel geometry,invasive plant removal,and native plant revegetation.These activities will increase native biodiversity;improve wildlife forage and habitat;enhance creek shading and water infiltration;reduce erosion;halt the spread of invasive species;and increase community engagement at the preserve. This grant was awarded with the commitment that in addition to the value of the volunteer labor,the Town of Los Altos Hills would contribute funds to the project.The fees that are included in this proposed scope of work for Acterra Stewardship services would fulfill this commitment. The scope of services covers Acterra Stewardship's activities over the next three years,and includes similar work effort that Acterra has performed over the last two years for the Town. It also includes the new works activities as part of the SCVWD project,which means that the Town is getting much more work for a similar level of contribution for the next three years.The Town of Los Altos Hills is also receiving more in matching contributions than it is paying due to the SCVWD grant as well as the value of volunteer labor,which is enumerated later. Proposed Scope of Services 2016-2019 Task Categories: Acterra will maintain and expand upon progress made in Years 1 and 2,focusing on four major task areas: 1) invasive plant removal,2)native plant revegetation,3)community engagement,and 4)monitoring and documentation.Activities will be coordinated with Town staff,the OSC Stewardship Subcommittee,and Westwind Barn concessionaire as needed. 2 V '14 1. Invasive plant removal To guide our weed management strategy,we will adapt and refine the vegetation management plan, making modifications based on a high-level reassessment of each site.Acterra will continue to remove at least 12 invasive species in established target zones,thus preventing further plant colonization and continuing to deplete each species'soil seed bank.Consistent with the set precedent,we will focus approximately 90%of our efforts on Byrne Preserve,and the other 10%on Juan Prado Mesa and O'Keefe Preserves.Strategically-timed hand removal and mowing(in coordination with the Town)will continue to serve as our primary removal methods. 2. Native plant revegetation Acterra will maintain existing planting areas within Byrne Preserve,and will expand native plant revegetation and creek bank stabilization efforts through additional plantings,seeding,and willow staking along the Moody Creek tributary in the Byrne Preserve grassland and flood plain.Additionally,a new planting area will be identified and appropriate native plants will be installed. 3. Community engagement Acterra will continue to engage the community through volunteer workdays,interpretive walks,and other educational events.Acterra will manage all aspects of community engagement including volunteer outreach,coordination,supervision,and education.Acterra will advertise workdays through our website,e-newsletter,Los Altos Hills email distribution list,and our online event registration system.Additionally,we will participate in community fairs,forums,and events to encourage broader community participation.Acterra will offer community workdays(2-3 hours each)that annually serve more than 350 volunteers of all ages,focusing our outreach on schools,civic groups,and residents who are local to the Los Altos Hills area.Acterra will provide all the tools,supplies,and plants needed for a workday and will conduct safety training at the beginning of each workday. 4. Monitoring and documentation Acterra will conduct quarterly photomonitoring of work sites to document before/after conditions and monitor progress. For each community work session that takes place,we will track the date,location, duration,activities,number of volunteers involved,specific deliverables associated with each workday (e.g.invasive species targeted,number of plants installed,etc.), and volunteer names,addresses,and organization/affiliation.Progress will adhere to our annual work plan,to be approved by the Town upon the start of the contract.Acterra will provide quarterly progress reports to the Town and the O5C Subcommittee as well as more detailed annual progress reports in accordance with the contract agreement.Acterra will meet at least annually with the town maintenance staff to coordinate activities and provide information,and Acterra will be a resource for the maintenance staff on an as needed basis. Deliverables by Year: At the Town's request,we have estimated which deliverables and corresponding activities are related to capital improvement versus education and maintenance, The Town also requested a three year proposal for the capital improvement components and a one year proposal for the education and maintenance. Capital Improvement Deliverables 2016-2017 1. Native plant revegetation deliverables: 3 it +.l • 250 linear feet of creek seeded with native grass • 600 linear feet of creek staked with locally sourced native widow • New planting area identified,200 native plants installed in new area 2. Community engagement deliverables: • 250 or more volunteers engaged • 20 or more volunteer workdays • 750 or more hours of volunteer service 3. Monitoring and documentation deliverables: • Contract negotiations with SCVWD • Year 3 Work Plan • Share pre project channel geometry survey with Town • Quarterly photomonitoring • Quarterly reports to LAH and OSC Subcommittee • Quarterly reports and invoices to SCVWD • Year-end report to LAH and OSC 2017-2018 1. Native plant revegetation deliverables: • 600 linear feet of creek staked with willow to infill and replace die-back • 700 native plants installed 2. Community engagement deliverables: • 250 or more volunteers engaged • 20 or more volunteer workdays • 750 or more hours of volunteer service • 1 creek/watershed sign installed along Moody Creek 3. Monitoring and documentation deliverables: • Year 4 Work Plan • Quarterly photomonitoring • Quarterly reports to LAH and OSC Subcommittee • Quarterly reports and invoices to SCVWD • Year-end report to LAH and OSC 2018-2019 1. Native plant revegetation deliverables: • 700 native plants installed 2. Community engagement deliverables: • 250 or more volunteers engaged • 20 or more volunteer workdays • 750 or more hours of volunteer service 3. Monitoring and documentation deliverables: a lie r.d • Year Work Plan • Share post project channel geometry survey with Town • Quarterly photomonitoring • Quarterly reports to LAH and OSC Subcommittee • Quarterly reports and invoices to SCVWD • Year-end report to LAH and OSC Maintenance and Education Deliverables 2016-17 1. Invasive plant removal deliverables: • Revised vegetation management plan • Mowing recommendations to Town • 12 or more species targeted • 2 meetings with town maintenance crew 2. Native plant revegetation deliverables: • 100 linear feet of creek maintained(plants from Years 1 and 2) • 2,500 square feet of woodland planting area maintained(plants from Year 1) 3. Community engagement deliverables: • 100 or more volunteers engaged • 150 or more participants engaged through education events • 4 or more volunteer workdays • 10 or more educational events • 250 or more hours of volunteer service Project Staffing The project will be overseen by the Stewardship Director.Activities will be carried out primarily by the Project Manager and Restoration Specialist,with guidance and participation from our Staff Botanist and Senior Ecologist. Project Timeline Please refer to the chart below for a detailed timeline of activities performed annually: • 5 V V Fee Schedule Acterra Stewardship requests that the annual contract begin on July 1,2016 to coincide with both the Acterra and Town of Los Altos Hills fiscal years.This is also when the SCVWO contract is scheduled to begin and will synchronize reporting and invoicing for Loth contracts.We estimate that 72%of the total budget can be considered capital improvement versus education and maintenance. The Capital Improvement projection includes a cost of living increase each year. We have estimated it at 3%,but we can base it on the actual Consumer Price Index for the San Francisco Bay Area prior to the beginning of each fiscal year. Summary of costs over three years Year Capital Improvement Education and (includes annual Maintenance Increase) 2016-201.7 $40,938.50 $15,781.50 2017-2018 $42,166.66 2018-2019 $43,431.65 Total $126,536.81 $15,781.50 Summary of other contributions over three years Year Value of Volunteer Other Grant Contribution Contributions(at minimum) 2016-2017 $25,000 $45,000 2017-2018 $25,750 $45,000 2018-2019 $26,500 $45,000 Total $212,250 7 L Task Preserve/s ®@In Oct Nov Dec EinliFeb fl Apr nal OTAL Site re-assessment All MElnirISECIIIMM �_____ 112E$3 Volunteer outreach All ' edV135 € ' i�6 Fa`l aaie.ri create •as •alets m..a __ w " 1MrInvasive removal P3 n 'v1 .I& vac 5' ?lT� r 'en s9t`a ' fr .y Native • ttan non QtaMMI��C dT 13.ea1__all Native slant maintenance 6+ 67Ealit Ig 335:4d " arelsu"a€~eile4 t;u � Mowin• •uidance B me,O'Keefe gr.4ki_INIII====___' . JWk everted Pb toontonn• b-Zp' Gv fd u. 'yb _� XSNI rea a"a�MI 'i3 Inti Y:1 e Proctee na r works B me 90% a4 Pro Gored* t volunteers B ne 90% 30 0 20 20 30 JD 30 ®®®® 30 0 0 Pro acted r vol his 8 a 90% BO 60 60 60 80 Bo 90 100 100 100 100 90 1000 Proected 4 ed events e e 100% 0 0 0 0 p©ppp©__ 10 itrai " i Preserves IIIMMEMMIIIIIIIIIIIIIMMINIMMIIIIIIIIIMI_ Fullers teasel p111:1•111•111111ge,. c MMILWAi d'e_i( -`faiSa KISCLR.,It 'G ar„;_ Yellow starmisde a e O'Keefe c ;11M1111111111MMMMMitaltlErtiSiliZR_ Pur•le starthisne 'Q^ur1 F'''.x.7th'r+s?3'4'l"`tarrar9FieSSI ia::=� Milk thistle CarfillEl===1•1111111111•1111MMiMka aalt Es7IMMIll� French broom Q211=111111111•1111=______ 6grflitil tr_'>,"�Fi,"PiM s•anish broom bii.d ���450FalkAMM'9mine..u�� Swkwort a me oKeefe EMMA ME u _ Italian thistle 1 ;p163111111MMM= 1111M 'o1 3FsEREFSmgC1„ Black Mustard T - _ ___ _ uEa 4 e�m Bun Tissue l:IM c r i3atlikEt lJnit6l 7thlorhfL q_� ca•eweed 6 = 1111111111111111111M�M=e hs6sr 7k ltaiflil"s,-4 tr e'eL-»!_ Poison hemlock Q=: =11=111111111.1111111Mfre"le•.•. tzapissa mFr..ii..tait....'c0',1— 2016-2017 Cost of Services for Town of Los Altos Hills Education Capital and l Byrne O'Keefe Juan Prado Total Improve- maint- Task Preserve Preserve Preserve Amount ment enance project management and planning 9,898 660 440 10,998 8,248.5 2,749.5 site prep,maintenance,cleanup 11,653 777 518 12,948 9,711 3,237 vegetation monitoring and documentation 971 65 43 1,079 1,079 0 volunteer outreach and coordination 11,653 777 518 12,948 9,711 3,237 workday execution and supervision 10,757 717 478 11,952 8,964 2,988 develop and provide educational programs 2,490 2,490 0 2,490 grant writing/reporting(not incl SCVWD grant) 705 705 0 705 tools 250 250 250 0 supplies 250_ 250 250 0 plants 1,600 1,600 1,600 0 vehicle 500 375 125 volunteer appreciation 1,000 750 250 TOTAL $56,720 $40,938.5 $15,781,5 Other Contributions for 2016-2017 Fiscal Year Volunteer service $25,000 Other grants administered by Acterra Stewardship $45,000 Total $65,000 6 it EXHIBIT B COMPENSATION SCHEDULE Cansoltlng Services Agreement between Town of Los Altos Hills and Actors Exhibit B Page 1 of 1 EXHIBIT C PROVISIONS REQUIRED FOR PUBLIC WORKS CONTRACTS PURSUANT TO CALIFORNIA LABOR CODE SECTION 1720 ET SEQ. HOURS OF WORK: • A. In accordance with California Labor Code Section 1810, 8 hours of labor in performance of the services described in Exhibit A shall constitute a legal day's work under this contract. B. In accordance with California Labor Code Section 1811,the time of service of any worker employed in performance of the services described in Exhibit A is limited to eight hours during any one calendar day, and forty hours during any one calendar week,except in accordance with California Labor Code Section 1815,which provides that work in excess of eight hours during any one calendar day and forty hours during any one calendar week is permitted upon compensation for all hours worked in excess of eight hours during any one calendar day and forty hours during any one calendar week al not less than one-and-one-half times the basic rate of pay. C. The Consultant and its subcontractors shall forfeit as a penalty to the Town 525 for each worker employed in the performance of the services described in Exhibit A for each calendar day during which the worker is required or permitted to work more than 8 hours in any one calendar day,or more than 40 hours in any one calendar week, in violation of the provisions of California Labor Code Section 1810 and following. WAGES: A. In accordance with California Labor Code Section 1773.2,the Town has determined the general prevailing wages in the locality in which the services described in Exhibit A are to be performed for each craft or type of work needed to be as published by the State of California Department of Industrial Relations, Division of Labor Statistics and Research, a copy of which is on file in the Town Public Works Office and shall be made available on request. The Consultant and subcontractors engaged in the performance of the services described in Exhibit A shall pay no less than these rates to all persons engaged in performance of the services described in Exhibit A. B. In accordance with Labor Code Section 1775, the Consultant and any subcontractors engaged in performance of the services described in Exhibit A shall comply Labor Code Section 1775,which establishes a penalty of up to$50 per day for each worker engaged in the performance of the services described in Exhibit A that the Consultant or any subcontractor pays less than the specified prevailing wage. The amount of such penalty shall be determined by the Labor Commissioner and shall be based on consideration of the mistake, inadvertence,or neglect of the Consultant or subcontractor in failing to pay the correct rate of prevailing wages,or the previous record of the Consultant or subcontractor in meeting applicable prevailing wage obligations,or the willful failure by the Consultant or subcontractor to pay the correct rates of Consulting Services Agreement between Town of Los Altos Hills and Acterra Exhibit C Page 1 of 3 `+ 1a prevailing wages. A mistake,inadvertence,or neglect in failing to pay the correct rate of prevailing wages is not excusable if the Consultant or subcontractor had knowledge of their obligations under the California Labor Code. The Consultant or subcontractor shall pay the difference between the prevailing wage rates and the amount paid to each worker for each calendar day or portion thereof for which each worker was paid less than the prevailing wage rate. If a subcontractor worker engaged in performance of the services described in Exhibit A is not paid the general prevailing per diem wages by the subcontractor,the Consultant is not liable for any penalties therefore unless the Consultant had knowledge of that failure or unless the Consultant fails to comply with all of the following requirements: 1. The contract executed between the Consultant and the subcontractor for the performance of part of the services described in Exhibit A shall include a copy of the provisions of California Labor Code Sections 1771, 1775, 1776, 1777.5, 1813, and 1815. 2. The Consultant shall monitor payment of the specified general prevailing rate of per diem wages by the subcontractor by periodic review of the subcontractors certified payroll records. 3. Upon becoming aware of a subcontractor's failure to pay the specified prevailing rate of wages,the Consultant shall diligently take corrective action to halt or rectify the failure, including,but not limited to, retaining sufficient funds due the subcontractor for performance of the services described in Exhibit A. 4. Prior to making final payment to the subcontractor,the Consultant shall obtain an affidavit signed under penalty of perjury from the subcontractor that the subcontractor has paid the specified general prevailing rate of per diem wages for employees engaged in the performance of the services described in Exhibit A and any amounts due pursuant to California Labor Code Section 1813. C. In accordance with California Labor Code Section 1776,the Consultant and each subcontractor engaged in performance of the services described in Exhibit A shall keep accurate payroll records showing the name,address,social security number,work, straight time and overtime hours worked each day and week, and the actual per diem wages paid to each journeyman, apprentice, worker,or other employee employed in performance of the services described in Exhibit A. Each payroll record shall contain or be verified by a written declaration that it is made under penally of perjury, stating both of the following: 1. The information contained in the payroll record is true and correct. 2. The employer has complied with the requirements of Sections 1771, 1811, and 1815 for any work performed by the employer's employees on the public works project. Consulting Services Agreement between Town of Los Altos Hills and Aclerra Exhibit C Page 2 of 3 The payroll records required pursuant to California Labor Code Section 1776 shall be certified and shall be available for inspection by the Owner and its authorized representatives,the Division of Labor Standards Enforcement,the Division of Apprenticeship Standards of the Department of Industrial Relations and shall otherwise be available for inspection in accordance with California Labor Code Section 1776. D. In accordance with California Labor Code Section 1777.5,the Consultant,on behalf of the Consultant and any subcontractors engaged in performance of the services described in Exhibit A, shall be responsible for ensuring compliance with California Labor Code Section 1777.5 governing employment and payment of apprentices on public works contracts, E. In case it becomes necessary for the Consultant or any subcontractor engaged in performance of the services described in Exhibit A to employ for the services described in Exhibit A any person in a trade or occupation (except executive,supervisory, administrative,clerical,or other non manual workers as such)for which no minimum wage rate has been determined by the Director of the Department of Industrial Relations,the Contractor shall pay the minimum rate of wages specified therein for the classification which most nearly corresponds to services described in Exhibit A to be performed by that person.The minimum rate thus furnished shall be applicable as a minimum for such trade or occupation from the time of the initial employment of the person affected and during the continuance of such employment. • Consulting Services Agreement between Town of Los Altos Hills and Acterra Exhibit C Page 3 of 3 RESOLUTION 17-16 A RESOLUTION OF THE CITY COUNCIL OF THE TOWN OF LOS ALTOS HILLS APPROVING AND AUTHORIZING EXECUTION OF AN AGREEMENT BETWEEN THE TOWN OF LOS ALTOS HILLS AND ACTERRA FOR CONTRACT AMENDMENT FOR STEWARDSHIP AND PUBLIC OUTREACH ACTIVITIES FOR TOWN OWNED OPEN SPACE PRESERVES WHEREAS, an additional two months of service is required to align the Acterra contract with the budget cycle; and WHEREAS, the City Engineer of the Town of Los Altos Hills did, duly examine and consider the proposal for additional services for stewardship and public outreach activities; and WHEREAS, the City Engineer recommends that the contract with Acterra be amended for up to an additional $9,000.00 resulting in a total not to exceed amount of$64,000.00; NOW, THEREFORE, BE IT RESOLVED by the City Council of the Town of Los Altos Hills that: 1. The City Manager is hereby authorized and directed to execute a contract amendment to the above-named firm on behalf of the Town of Los Altos Hills. The above and foregoing Resolution was passed and adopted by the City Council of the Town of Los Altos Hills at a special meeting held on 6t" day of April, 2016 by the following vote: AYES: Harpootlian, Waldeck, Corrigan, Radford, Spreen NOES: None ABSTAIN: None ABSENT: None -----------' •hn Harpootlian, Mayor ATTEST: " - - - Deborah Padovan, City Clerk Resolution 17-16 Page 1