Loading...
HomeMy WebLinkAboutActerra - Contract 5/1/2015 - 4/30/2016 it tt..Sp .1 6 IC 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"Bodies") as of MAI I , 2015 (the''Effective Date'). I 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 4J3a//6 , and Consultant shall complete the work described in Exhibit A on or before that date, 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 Towns right to terminate the Agreement, as referenced in Section 6. 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 compy with the provisions of the Labor Code applicable to public works, to the extent set forth in Exhibit C. Consultant shall waive, indemnify, hold harmless, and defend`own concerning any liability arising out of Labor Code Secton 1720 et seq. Section 2. COMPENSATION. Town hereby agrees to pay Consultant a sum riot to exceed $55,000.00. notwithstanding any contrary indications that may be contained in Consultants proposal, for services to be performed and reimbursatye costs incurred under this Agreement. In the event of a conflict between the Agreement and Consultants proposal, attached as Exhibit A. regarding the amount of Consulting Services Agreement between Town of Las Altos Hills are Aare^a Page 1 a tire `fed 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. Tne payments specified below shall be the only payments from Town to Consultant for services rendered pursuant to this Agreement. Consultant spall 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 shah contain the following information: • Sedal identifications of progress bills; ..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 the period, the balance available under the Agreement, and the percentage of completion; • At Town's option, for each warn 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 subcortractor of Consultant reaches or exceeds 800 hours within a 12-month period under this 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. Cansalting Seryices Agreement between Town of Los Atos Mlls ono Acterra 'age 2 of 1e V +J 2.3 Final Payment. Town shall pay the last 5%of the total sum due pursuant to this Agreement w thin 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, furtnet', or additonal service pursuant to this Agreement. In no event snail 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 snail not exceed the amounts shown on the compensation schedule attached hereto as Exhibit 3. 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 soleiy responsible for he 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 tor 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 arse from or n connection with the performance of the work hereunder by the Consultant and Its agents, representatives, employees, and subcontractors. Consistent with the fol owing provisions, Consultant shall provide proof satisfactory to Town of such insurance that sleets the requirements of this section and under forms of insurance satisfactory in all respects, and that such insurances in efect prior to beginning work to the Town. Consultant shall maintain the insurance policies required by this section throughout the term of Consulting Services Agreement Icerweer Towr of Los Altos Hills and Acterra Dace 3 of'4 this 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 par 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 Employer's Liability Insurance for any anc 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. Cons,:ltant, 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 S1,000,000 per occurrence,combined single limit coverage for risks associated with the work contemplated by this Agreement. If a Commercial General Liabi:ity insurance or an Automobile Liability form or other form with a general aggregate limit is used, either the general aggregate limit shall aoply 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 shat: 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 Sentices Office Automobile Liability form CA C001 (most recent edition). Code 1 (airy 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 shall cover on an occurrence or an occurrence basis, and not on a claims-made basis. Consulting Services Agreement between Town of Los Mos Mills aro Aotera Pngo 4 of 14 4.0 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 Ary 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 slate 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 [lability 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!east 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 '.t is 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. Cense'A@ Seances Agreerent between Town o'Los Wags Hi s and ecteee Page 5 of 14 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 ail 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 Selfdnsured Retentions. Consultant shall disclose to and obtain the written approval of Town for the self-insured retentions and deductibles before beginning any of services or work called for by any term of this Agreement. Al 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 cy 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 Se ices Agreement betvieen -- Town of Los Altos Hills arc Aclera age 6 of 14 4111✓ 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; andlor • 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, attorney's 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 defensewhichever 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 enrol'.ment in PERS as an employee of Tcwn, Consultant shall indemnify, defend, and hold harmless Town for the payment of any employee andlor employer contributions for PERS benefits on behalf of Consultant or its employees, agents,or subcontracrcrs, 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_es Altos ills anc Acterra Pace 7 of'= `r 6.1 Independent Contractor. At all times during the term of this Agreement, Consultant shalt be an independent contractor and shad 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, 'ncluding 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 times 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, physicai or mental handicap or disability, medical condtion, 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 orograms provided by Consultant under this Consuking Services Agreement between Town or Las A as Hills arab Acterre 'age 9 sf 14 Agreement. Consultant shall comply with all applicable federal, state, and local laws, policies, rules, and requirements related to equal opportunity and nondiscrimiration 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 8. 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;Townhowever, 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 scall 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 writing 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 know•edge. 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 pnposal, without prier written approval of the Contract Administrator. Consulting Services Agreement between Town of_os Altos Hi Is and A,cteva Page 9 of 14 ‘111 *salt 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 his 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, ;he following: 8.6.1 Immediately terminate the Agreement: 6.6.2 Retain the plans, specifications, drawings reports, design documents, and any other work product prepared by Consultant pursuant to lois 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 California Government Code Section 8546.7, if the amount of public funds expended under this Agreement exceeds $14000.00, the Agreement shall be Consulting Se:aloes Agreernen'between Town of Los Altos Dille anc Acterra Pace 10 of: V subject to the examination and audit of the State Auditor, at the request of Town or as part cf 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 tnat 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 cf 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 locationwould 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 seg. Consultant hereby warrants that!t 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, Consultan: warrants that it did not participate in any manner in the forming of this Agreement Consul:irg Services Agreement between Town of Los Altos Hills and Acterra Pace 11 of 14 hr .� Consultant understands that, if this Agreement is made in violation of Government Code§ 1090 et seq., the entire Agreement rs 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"). Ail 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 94303-4303 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 apolicable in the determination of the contract adm!nistrator, 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 oe in a block entitled "Seal and Signature of Registered Professional with report/design responsibility," as in the following example. Seal and Signature of Registered Professional with report/design responsibility. 10.12 Integration. 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 otgee Ados mills and Acterra Page 12 of 14 far Exhibit A Scope of Services Exhibit 8 Payment Schedule Exhibit C Public Works Requirements 10.13 Counterparts. This Agreement may be executed in multiple counterparts. each of which shall be art original and all of which together shall constitute one agreement. Consulting Senecas Agreement between Town of Los Altos Has and Acterra age 13 of 11 'I The Parties have executed this Agreement as of the Effective Date. TOWN OF LOS ALTOS HIL S CONSULTANT dd Carl Cam , ity Manager Alexandra Von Feldt. a Program D' Attest: Deborah L. Padovan. City Clerk Approved as to Form: Steven T. tas, City Attorney Consulting Sore cos Agreement between 'own cf Las Altos 1-1.1s ano is sierra Pace 14 of 14 41110 %MO 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 days work under this contract. B, In accordance wit 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 ail hours worked in excess of eight hours during any one calendar day and forty hours during any one calendar week at not less than one-and-one-half times:he basic rate of pay. C. The Consultant and its subcontractors shall forfeit as a penalty to the Town $25 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. to 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 ofwhich 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 al;persons engaged in performance of the services described in Exhibit A. B. '.n accordance with Labor Code Section 1775,the Consultant and any subcontractors engaged 'n 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 n Exh bit 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 ob'.igations, or the willful failure by the Consultant or subcontractor to pay the correct rates of Consulting Sem ces Agreement between Town of Les Alas fills anC Aslerra Exh bit 0 Page 1 of 3 °l. v Please see the following page for a detailed timeline of activities over the course of the contract(April 2015 to March 20'L6). Task preserve s Q}aEsMEMETErnQ'oct'Nov necL Site re-as All It.._.>h _(::.,5]-_ _��TOTA 80 etal-100Ian revisions l I IL:' nOM.__ M Plant lett L II_ N�__�M Volunteer r � Jk It 1. Jr i JL 1 dl If JC 'i r lit 1 f- ',1 J I v 1C 7R 7L L_ IL i ,�a t stallato, R rte M.M__�__6 iE ]L J[ r t ve ant Mo ntedance �. JAL d Ji It _ i, ' It ]L 3 Jri 1L .=3� .u,Jance l _I :. n�____�MMMM_� c ina mals _ 7L sCL. J ,JE - •_df JP "JE_ 1 r JL uanert rtns win oxn sauce Conrrtee _C:; 9�_LJ__r1 __EIT—t� ro=ecteo<v:crrdays 6 rre90=,' 2 2 l 2 2 pp®© z 880 as Pro Hcted 4 voiurrecr. 6 me r9640 30 3C 3a 30 30 20 30 ® 30 30 30 ® iso frosted u vci kis a rte 90=6 9C 9e . 75 75 40 80 80 80 80 80 90 90 000 Pro8cted4 ed events B me(10OW t I ' I i d _ 0 ___ o __® Ta •et s.ecies Preserve s _I________— LJL1 1C Jrr JL '^ _r 6 vre, O'Keefe ]Lar 3I. J__ _ EIM Pui e sta,mistie e e L1L:..Ls JL. L llil r Jr2:,77--,,,P:' J I -ice Mak.'isne .e ire ,__�_� JLT_. 1r7r �C k •:.� L J ,: JL I__r J JI JI '_!_L,__!;'= senkvort e... o'Keere __L. J4`w7�__�M = Italian rms;le BW^C. ION? ���e 9L Ir ,7L d L 17_21_:_i =MM=MillIMINIIRMIMMIOM Acdinonal soe:e. rep lb me ____MMMM_� Cost of Services ^ Task Byrne Preserve Juan Prado O'Keefe Preserve Total Amounti project management and planning 8,424 562 374 9,360 site prep, maintenance,cleanup 11,232 . 749 499 12,480 vegetation monitoring and documentation 1,872 125 83 2,080 volunteer outreach and coordination 11,232 749 499 12,480 workday execution and supervision 10,368 691 461 11,520 develop and provide educational programs 2,400 2,400 grant writing 720 720 (I tools 510 510.1 T—_ supplies 1,000 _ 1,000 plants 1,500 _ 1,500 vehicle _ 250 I volunteer appreciation I 700 'See NOTAL _..._ . _ 55.0 Matching funds Volunteer service 23,048 Stewardship Program grants 10,000 Total match (minimum) 33,048 4 • 410 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 prevairing 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 falis to comply with all of:he following reouirements 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 subcontractor's 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 o'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 Exhlblt A shall keep accurate payroll records showing the name, address,social security number, work, straight time and overtime lours 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 penalty 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 empicyer's employees or the public works project. Corsultira Services Agreement between Town of Los Altos -tills and Arteria Exhibit C Page 2 of 3 hey 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 serv:ces 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 snail 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 Hits and Acteca Exhibit C Page 3 of 3 60 V EXHIBIT B COMPENSATION SCHEDULE Consabmy Savices Agr ornont botwoen Town o`Los Alas Tills and Acterra Exbbit B Page 1 of 1 V J Please see the following page for a detailed thneline of activities over the course of the contract(April 2015 to March 2016). Task Preserve/s A Ma June Jul Aupl Sep Oct Nov Dec In Feb MarTOTAL Ste +,assessnc.[ Al. s „T.l...rl_ ✓ gCt r_mgt plar revisons 81.2. Iry PIllin n 1 rv. 1[ f __ Volunteoac er r IC _ 9c 8 16 :jai 7"1017jE 2E IC ?a re 3 ; '. T 7l 1t 74:WY 3C 7 „I — plantNative • t2lac maintenance — ?;] ==fv J[ :1 N u1 .9 ' Cored nation zvithISB .r3 T ;� ..,,$flO0 .71 °,'3fssb.3L. IP jJ —_ Quar-eriv rags mai Caen Beare Comerrree ';u ] 'i1 '_42:1,_-_ Projected 4 workdays Byrne Nos/s)u) 2 2 2 2 2 2 2 2 7 2 2 2 24 Pm+octet n volunteers B me(90%1 30 30 30 30 30 20 30 33 13c 30 30 30 350 Proe1 ted a vol his Berne (90 a' 90 90 75 75 90 ae 80 B0 80 80 90 90 1000 Projectec a ea events iBvrne (I00772) t 1 1 1 1 0 t 1 I 1 0 1 1 10 Target species I Preserve s Salors teasel _-.ei L .{ia16 _dL,.'7c.._3 ' Yellow starthis e Byrne CKee^e >L 11L 2M11 • Paine star-thistle B me >r 1 22.JlJ. .l.JF2 C: ,, q J 1 „9c :L1 Mk thistle B n 6 r1l , :fl i1 eh broom Bv e F. . 313M :818:142'32• J a 11 9 Spanish m.h brooByrne f, iry a I. Iw silnrmert se Cy oKeef_ 1 -wa' + Da on Thlsre Byrne,3P11 8.'8 sinP.h fin, h Cyce7 __ 7: — I Poison hemlock Bre „lill • Bl a krusta. Byrne 'A dt'onal spec es TBD jByme I Cost of Services Task Byrne Preserve Juan Prado O'Keefe Preserve Total Amount project management and planning 8,424 562j 374 9,360 site prep, maintenance, cleanup 11,232 749s_ _ 499 12,430 vegetation monitoring and documentation I L872 1251 83 2,080 volunteer outreach and coordination I 11,232 749 499 12,480 0 368 I workday execution and supervision 30,368 691 461 11,520 develop and provide educational programs 2,400 I 2,400 grant writing 720 720 tools 510 510 supplies 1,000 10000 plants 1,500 1,500 ' vehicle ! __ 250 volunteer appreciation �_ _ 7001 TOTAL I 55,000 Matching fu rids Volunteer service 23,048 Stewardship Program grants 10,000 Total match (minimum) 33,048 a 4 b► Acterra will build upon our outcomes and successes from year one 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 LAP Open Space through educational events Proposed Scope of Services for Year 2:2014-2015 Acterra will maintain and accelerate progress made in Year 1,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,the proposed conservation grazing advisor,and Westwind Barn concessionaire as needed. 1. Invasive plant removal To guide our weed management strategy,we will adapt and refine the vegetation management plan created in Year 1, making modifications based on a high-level reassessment of each site.Acterra will continue to remove at least 10 invasive species in established target zones,thus preventing further plant colonization and continuing to deplete each species' soil seed bank.Consistent with year 1,we will focus approximately 90%of our efforts on Byrne Preserve, and the other 10%on Juan Prado Mesa and O'Keefe Preserves. Strategicaty-timed hand removal and mowing(in coordination with the Town) will continue to serve as our primary removal methods. Deliverables • Revised vegetation management plan • Mowing recommendations to Town • 10 or more species targeted 2. Native plant revegetati0n Acterra will water and maintain native plants that were installed at Byrne Preserve in Year 1. Additionally, we will expand native plant revegetation and creek bank stabilization efforts through additional plantings along the Moody Creek tributary in the Byrne Preserve grassland and flood plain, expanding our planting area from 20 to 100 linear feet. Deliverables • 20 linear feet of creek maintained(plants from Year 1; • 2,500 square feet of woodland panting area maintained (pla nts from Year 1) 2 • • 80 additional linear feet newly enhanced and maintained (plants to be installed in Year 2) • A total of 100 linear feet of creek enhanced aver the course of Year 2 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 a minimum of 24 community workdays over the year(2-3 hours each)that 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. Deliverables: • 350 or more volunteers engaged • 100 or more participants engaged through educaton events • 24 or more volunteer workdays • 10 or more educational events • 1,000 or more hours of volunteer service 4. Monitoring and documentation Acterra will conduct 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 oy the Town upon the start of the contract.Acterra will provide quarterly progress reports to the Town and the OSC Subcommittee as well as more detailed annual progress reports in accordance with the contract agreement. Deliverables: • Before and after photos • Year 2 Work Plan • Quarterly reports to LAH and OSC Subcommittee • Year-end report to LAH and OSC Project Staffing The project will be overseen by our Stewardship Program Director.Activities will be carried out primarily by the Project Director and Restoration Specialist,with gu dance and participation from our Staff Botanist and Senior Ecologist. Project Timeline 3 V+ w"'O. Acterra t(0030;6.'330'03 l r 11 u 60 Acterra Acterra Stewardship Contract for Los Altos Hills Open Space Stewardship: April I, 2015—March 31, 2016 Background Acterra is an environmental non-profit organization based in Palo Alto,with a mission to bring people together to create local solutions for a healthy planet. 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.Acterra began implementation of the contract on April 1, 2014,and will conclude the pilot year on March 31, 2015. The project has produced immediate visible benefits to LAH Open Space Preserves with regard to invasive weed reduction and native plant revegetation,as well as increased levels of community engagement. Contract deliverables included an assessment and vegetation management plan for Byrne,Tuan Prado Mesa, and O'Keefe Preserves;24 community workdays; 10 educational events;350 volunteers engaged; 3,000 volunteer hours; as well as documentation and photomonito•ing of progress. To date, all deliverables have been met or exceeded. A detailed final report on the project will be presented to the Town upon completion of the contract later this month. In addition to developing and implementing a comprehensive vegetation management plan in Year 1, Acterra successfully created the infrastructure and volunteer base for continued stewardship of LAH Open Space in future years ie,ga 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). Moreover,we raised a total of 510,000 in matching funds for the project through foundations and corporate sources. While Acterra has made considerable progress in Year 1,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 after the project's pilot year, invasive weed seed in the soil will continue to germinate and re-establish mcnocultures that threaten the ecological, recreational,and aesthetic value of LAH open space. Long-term Vision The project's pilot year 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 13+years), life cycles, and best practice management strategies of eaci 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. V EXHIBIT A SCOPE OF SERVICES Consulting Services Agreenent between Town of Lcs Altos Bills and Acterra Exhibit A Page 1 of 1 tri 4 - 2- 1 - / 6 Acterra tel 650 902.98 3 drtun, free H,vlth� I'i�iuot fax 650.962.8234 3921 East Bayshee Roar www.Acteraorg Pao Alto ca 94303-4303 mlo@Acterra.org Acterra Acterra Contract Extension Request for Los Altos Hills Open Space: May 1,2016—June 30,2016 Acterra's current contract with the Town of Los Altos Hills for stewardship of the town owned open spaces of Byrne,Juan Prado Mesa and O'Keefe preserves ends on April 30. Acterra is on track to meet all of its commitments and deliverables and will submit a final report by the end of the contract term. In order to coincide with the fiscal year that begins July 1,Acterra is requesting a two-month extension of the current contract.This would be an extension of the same scope for 2/12 the work effort and compensation.The current contract is$55,000 for the year,so this interim period would amount to no more than$9,000. The deliverables for May 1,2016—June 30, 2016 are: • 4 workdays • 1 educational event • Recruitment,coordination and management of approximately 160 volunteer hours Acterra will also continue to finalize the contract details with the Santa Clara Valley Water District for the three-year grant that was awarded to Acterra to restore the creek drainage in Byrne Preserve. Acterra will invoice June 30 for hours spent on the project,and the fees and expenses will not exceed$9,000. Town of Los Altos Hills Cri2--111-1?" CP Carl Cahill, City Manager Consultant Alexandra Von Feldt,Acterra Stewardship Director RESOLUTION 20-15 A RESOLUTION OF THE CITY COUNCIL OF THE TOWN OF LOS ALTOS HILLS AWARDING A CONTRACT FOR STEWARDSHIP SERVICES AND PUBLIC OUTREACH ACTIVITIES FOR TOWN OWNED OPEN SPACE PRESERVES TO ACTERRA WHEREAS, the City Engineer of the Town of Los Altos Hills did, duly examine and consider the bid submitted for stewardship services and public outreach activities for Town owned open spaces in Los Altos Hills, California; and WHEREAS, the City Engineer recommends that the contract for said project be awarded to Acterra in an amount of$55,000; 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 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 the 20th day of April, 2015 by the following vote: AYES: Corrigan, Harpootlian, Larsen, Radford, Waldeck NOES: None ABSTAIN: None ABSENT: None BY: Co en . Corr' , Mayor ATTEST: Deborah Padovan, City Clerk Resolution 20-15 Page 1