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HomeMy WebLinkAboutEllis, Deborah 7 AGREEMENT / THIS AGREEMENT is made and entered into on the )lday of f efw kr, 2014 by and between the TOWN OF LOS ALTOS HILLS (hereinafter referred to as "TOWN") and Eisenberg, Olivieri & Associates. (hereinafter referred to as "CONTRACTOR"). In consideration of their mutual covenants, the parties hereto agree as follows: 1. CONTRACTOR. Shall provide or furnish the following specified services and/or materials: 1) Assist the Town of Los Altos Hills with Third Pary Review of the Proposed Stirling Subdivision for Compliance with Provision C.3 of the Town's Stormwater NPDES Permit. 2. EXHIBITS. The following attached exhibits are hereby incorporated into and made a part of this Agreement: Proposal from CONTRACTOR dated August 26, 2014 3. TERMS. Thee ices and/or materials furnished under this Agreement shall commence 97//�Q and shall be completed by E/3d i 6 , unless terminated pursuant to Section 5(f). 4. COMPENSATION. For the full performance of this Agreement: a. TOWN shall pay CONTRACTOR an amount not to exceed Six thousand dollars and zero cents ($6,000.00) within thirty (30) days following receipt of invoice and CL-• tas;l:Fealdelivery of services/goods as detailed in Sections 1, 2, and 3 of this �� Agreement and only upon satisfactory deliver of goods/services in a manner consistent with professional/industry standards for the area in which CONTRACTOR operates. TOWN is not responsible for paying for any work done by CONTRACTOR or any subcontractor above and beyond the not to exceed amount. / C.//C �/oW Gt{{Ltc%cG� Tee % y-e Sclx.¢ceLt(Cj (�L b. Town shall pet reimburse` aaf CONTRACTOR's costs or expenses to deliver any services/goods. Town shall not be responsible for any interest or late charges on any payments from Town to CONTRACTOR. c. CONTRACTOR is responsible for monitoring its own forces/employees/agents/ subcontractors to ensure delivery of goods/services within the terms of this Agreement. TOWN will not accept or compensate CONTRACTOR for incomplete goods/services. Town of Los Altos Hills Page 1 of 4 anonmm UWmee 023110 5. GENERAL TERMS AND CONDITIONS. 4v/10 444- a. HOLD HARMLESS. CONTRACTOR agrees to indemnify, de end and hold harmless the TOWN, its officers, agents and employees fr any and all demands, claims or liability of personal injury (including dea ) and property CA— damage `'damage of any nature, caused by or arising out of the performance of ()DC CONTRACTOR under this Agreement. With regard to CONTRACTOR'S work product, CONTRACTOR agrees to indemnify, defend and hold harmless the TOWN, its officers, agents and employees from any and all demands, claims or liability of any nature to the extent caused by the negligent performance of CONTRACTOR under this Agreement. b. INSURANCE. CONTRACTOR shall file with the TOWN a certificate of insurance before commencing any services under this Agreement as follows: i. WORKERS COMPENSATION INSURANCE: Minimum statutory limits. ii. COMMERCIAL GENERAL LIABILITY AND PROPERTY DAMAGE INSURANCE: General Liability and Property Damage Combined. $1,000,000.00 per occurrence including comprehensive form, personal injury, broad form personal damage, contractual and premises/operation, all on an occurrence basis. If an aggregate limit exists, it shall apply separately or be no less than two (2) times the occurrence limit. iii. AUTOMOBILE INSURANCE: $1,000,000.00 per occurrence. iv. ERRORS AND OMISSIONS INSURANCE: $1,000,000.00 aggregate. v. NOTICE OF CANCELLATION: The City requires 30 days written notice of cancellation. Additionally, the notice statement on the certificate should not include the wording "endeavor to" or "but failure to mail such notice shall impose no obligation or liability of any kind upon the company, its agents or representatives." vi. CERTIFICATE OF INSURANCE: Prior to commencement of services, evidence of insurance coverage must be shown by a properly executed certificate of insurance and it shall name "The Town of Los Altos Hills, its elective and appointed officers, employees, and volunteers" as additional insureds. vii. To prevent delay and ensure compliance with this Agreement, the insurance certificates and endorsements must be submitted to: Town of Los Altos Hills 26379 Fremont Road Los Altos Hills, CA 94022 Town of Los Altos Hills Page 2 of 4 sten form Updated 4173/10 it c. NON-DISCRIMINATION. No discrimination shall be made in the employment of persons under this Agreement because of the race, color, national origin, age, ancestry, religion or sex of such person. d. INTEREST OF CONTRACTOR. It is understood and agreed that this Agreement is not a contract of employment and does not create an employer- employee relationship between the TOWN and CONTRACTOR. At all times CONTRACTOR shall be an independent contractor and CONTRACTOR is not authorized to bind the TOWN to any contracts or other obligations without the express written consent of the TOWN. In executing this Agreement, CONTRACTOR certifies that no one who has or will have any financial interest under this Agreement is an officer or employee of TOWN. e. CHANGES. This Agreement shall not be assigned or transferred without advance written consent of the TOWN. No changes or variations of any kind are authorized without the written consent of the City Manager. This Agreement may only be amended by a written instrument signed by both parties. f. TERMINATION. This Agreement may be terminated by TOWN upon seven (7) days written notice to CONTRACTOR. Monies owed for work satisfactorily completed shall be paid to CONTRACTOR within 14 days of termination. g. RECORDS. All reports, data, maps, models, charts, studies, surveys, calculations, photographs, memoranda, plans, studies, specifications, records, files, or any other documents or materials, in electronic or any other form, that are prepared or obtained pursuant to this Agreement and that relate to the matters covered hereunder shall be the property of the TOWN. CONTRACTOR hereby agrees to deliver those documents to the TOWN at any time upon demand of the TOWN. 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. Failure by CONTRACTOR to deliver these documents to the TOWN within a reasonable time period or as specified by the TOWN shall be a material breach of this Agreement. TOWN and CONTRACTOR agree that until final approval by TOWN, all data, plans, specifications, reports and other documents are preliminary drafts not kept by the TOWN in the ordinary course of business and will not be disclosed to third parties without prior written consent of both parties. All work products submitted to the TOWN pursuant to this Agreement shall be deemed a "work for hire." Upon submission of any work for hire pursuant to this Agreement, and acceptance by the TOWN as complete, non-exclusive title to copyright of said work for hire shall transfer to the TOWN., The compensation recited in Section 4 shall be deemed to be sufficient consideration for said transfer of copyright. CONTRACTOR retains the right to use any project records, documents and materials for marketing of their professional services. Town of Los Mos Hills Page 3 of 4 Shod form Updeled 412200 V h. ENTIRE AGREEMENT. This Agreement represents the entire agreement between the Parties. Any ambiguities or disputed terms between this Agreement and any attached Exhibits shall be interpreted according to the language in this Agreement and not the Exhibits. 6. INVOICING, Send all invoices to the contract coordinator at the address below. This Agreement shall become effective upon its approval and execution by TOWN. In witness whereof, the parties have executed this Agreement the day and year first written above. CONTRACT COORDINATOR and representative for TOWN: CONTRACTOR: Richard Chiu E0 AI Sn c, Public Works Director Town of Los Altos Hills By: �6'+i-- g/Z0y 26379 Fremont Road Signature ate Los Altos Hills, CA 94022 / [ be It a .a-rt p e-row /,p VC!%p�/a ,41. Print name,Title ✓/ TOWN OF LOS ALTOS1HILLS: By: Can 0 C DQ c)ikf le20111 Carl Cahill, City Manager a Town of Los Altos Hills Page 4 of 4 snortam upanadanana 440 rj► Eisenberg, Oliviers & Associates Environmental and Public Health Engineering August 26, 2014 Richard Chiu Town of Los Altos Hills 28379 Fremont Road Los Altos Hills, CA 94022 Subject: Letter Proposal to Assist the Town of Los Altos Hills with Third Party Review of the Proposed Subdivision for Compliance with Provision C.3 of the Town's Stormwater NPDES Permit(New and Redevelopment Requirements) Dear Mr. Chiu: Per your request, this letter transmits our proposal to assist the Town of Los Altos Hills with third party review of the proposed subdivision project for compliance with the Municipal Regional Permit(MRP) Provision C.3, New Development and Redevelopment. MRP Provision C.3.f allows the Town to have a third party conduct the C.3 reviews of regulated projects as part of the Town's development application review process. The third party reviewer must be a Civil Engineer or Licensed Architect registered in the State of California, and meet certain minimum training requirements. I am a registered Civil Engineer in the State of California and I will perform or oversee performance of the third party review conducted by EOA staff. I and my staff have the required training and can provide documentation of that training if requested. Scope of Work EOA will assist the Town to perform a regulatory review of the proposed subdivision project submittals to determine the requirements for the development project relative to current requirements of MRP Provision C.3., and whether the project submittals demonstrate compliance with these requirements as we understand them.The review will include the determination of Provision C.3. applicability; adequacy of proposed site design, source control, treatment, and hydromodification control measures; design criteria and sizing calculations; and design details for the control measures, up to the designated budget. The review will be performed at two stages: • Tentative Map/Conceptual Stage—review of the conceptual Stormwater Control Plan prepared with the Tentative Map showing the general layout and surface area required for the stormwater controls and proposed approach to meeting the C.3 requirements; and • Final Map/Subdivision Improvement Stage—review of the final, detailed Stormwater Control Plan that is coordinated with the Subdivision Improvement Plan and provides final sizing calculations and design details. The results of the regulatory reviews will be documented in two memoranda to the Town, including conclusions regarding C.3 compliance and recommendations for further action by the Town. The scope of work will also include up to two meetings with the Town and/or project applicant or engineer. Work will be performed at the direction of Town staff, and all communication with the project applicant will go through Town staff. (CA,Inc. • I 1 1 West Evelyn Ave.,Suite 110• Sunnyvale.CA 94086 • Tel: (408) 720-8811 • Fax: 14081 720-8812 Mr. Richard Chiu August26, 2014 Page 2 Assigned Personnel The project manager and lead staff on the project will be Jill Bicknell, P.E., Managing Engineer Ill for EOA. She will be assisted by Vishakha Aire, Senior Engineer II, Courtney Ski, Associate Engineer I, and/or other qualified staff as needed. Both Jill and Vishakha have extensive experience assisting municipalities in the Bay Area with C.3 compliance, and are responsible for providing the Santa Clara Valley Urban Runoff Pollution Prevention Program with guidance and training on C.3 implementation. Jill, Vishakha and Courtney have performed over 50 C.3 reviews of development projects for the Cities of Santa Clara and Milpitas, and the Town of Los Gatos. Estimated Budget and Schedule Our not-to-exceed budget for completion of the proposed review is$6,000, which includes an allowance for expected expenses in accordance with our rate schedule. Additional reviews and/or participation in meetings with the Town and/or project applicant are not included in this scope of work but can be conducted for an additional fee. Our budget assumes that we will be provided with the following information, at a minimum: Conceptual Review: • Stormwater control plan description; • Conceptual drawing showing delineation of drainage areas to each treatment/hydromodification measure; • C.3 data forms and LID feasibility forms; • Information on site soil type and/or infiltration rate; • Treahnentlhydromodifcation measure rough sizing calculations. Final Review: • Stormwater control plan description and plan sheet; • Plan sheet showing delineation of drainage areas to each treatment/hydromodification measure; • Final C.3 data forms and LID feasibility forms; • Civil plan sheets, especially grading and utilities plans; • Landscape plan, if available; • Treatment/hydromodification measure sizing calculations; • Details for treatment/hydromodification measures, as well as pervious paving if used. We would appreciate receipt of hard copy plan sheets if possible. Other information may be provided electronically. Upon receipt of the above information at each stage and notice to proceed from the Town, we will provide the Town with a review memorandum within two (2)weeks. Terms and Conditions The work will be conducted on a time-and-materials basis according to the attached EOA 2014 Fee Schedule. The Fee Schedule will be updated at the beginning of each calendar year. EOA will submit invoices to the Town monthly and itemize the fees for each review. Payment shall be net 30 days. It is understood that the Consultant(EOA, Inc.)will act as an independent contractor in furnishing the services or materials and performing the work required, and will not be an agent or employee of the Town of Los Altos Hills (Town). The Consultant will maintain adequate workers compensation, comprehensive general liability and property damage, motor vehicle, and professional liability insurance 400 Mr. Richard Chiu August 26, 2014 Page 3 Each party (Consultant and Town)agrees to hold the other party harmless from any claims, damages, demands or suits arising out of the performance of the work described herein, to the extent such claims result from, arise out of, or are in any manner related to negligent act or omissions by the party. Notwithstanding the above, the Indemnitor has no obligation to pay for any defense related cost prior to a final determination of its liability. Following any such determination of Its liability, Indemnitor shall be responsible to pay an amount of such costs equal to the finally determined percentage of liability based upon the comparative fault of the Indemnitor. Thank you for the opportunity to submit a proposal. Please contact me at 408-720-8811, ext. 1, if you have any questions or would like to discuss this further. Sincerely, Jill Bicknell, P.E. Managing Engineer Attachment 441, V EMS Eisenberg, Olivieri 8 Associates Environmental and Public Health Engineering 2014 FEE SCHEDULE The following fee schedule covers personnel rates for EOA, Inc. staff. Our charges are divided into two categories: personnel, and outside direct expenses.A new fee schedule Is issued at the beginning of each year. Charges for all work, except where other arrangements have been made, are based on the new schedule of charges. PERSONNEL Personnel charges are for any technical, clerical or administrative work necessary to perform the project. Work tasks include geologic and environmental consulting, engineering and computer services, regulatory liaison, and report preparation. Personnel rates are as follows: Personnel Category Hourly Rates Principal $241 Manager of Operations $234 Managing Engineer/Scientist III $234 Managing Engineer/Scientist II $221 Managing Engineer/Scientist I $211 • Senior Engineer/Scientist III —Project Leader $194 Senior Engineer/Scientist/Planner II $178 Senior Engineer/Scientist/Planner I $183 Associate Engineer/Scientist II $146 Associate Engineer/Scientist I $125 Technician $99 Clerical/Computer Data Entry $70 Charges for professional services are in increments of one quarter-hour. Depositions/legal testimony charged portal-to-portal, at 200% of standard rates, with a four-hour minimum charge. In accordance with California Civil Procedure 2037.7,where applicable, the EOA, Inc. • 1410 Jackson Street • Oakland, CA 94612 • Tel: (510) 832-2852 • Fax: (510) 832-2856 'V Q 5041/4 MEI Eisenberg,Oliviers E. Associates Environmental and Public HeoIlh Engineering FEE SCHEDULE (Continued) minimum fee must be paid prior to commencement of testimony. Preparation for court cases is charged on a time-and-materials basis as outlined in this fee schedule. OUTSIDE DIRECT EXPENSES Reimbursement for expenses directly related to services provided will be charged at cost plus 10%. Examples of such direct expenses include: • Costs of sub-consultants or subcontractors • Costs of special fees(insurance, permits, etc.) • Costs of long-distance telephone, copying, drafting, blueprints, etc. (EOA copies charged at$0.10 each) • Costs of color map production supplies(color ink and large format paper) • Costs or rental of special equipment • Costs of authorized travel outside Bay Area • Automobile mileage directly related to services(at allowable IRS rate, currently $0.55/mile) INVOICES Invoices are prepared and submitted on a monthly basis, as either final or progress billings and are payable upon receipt unless prior arrangements have been made. Interest of 1-1/2% per month, or the maximum rate allowed by law, is payable on accounts not paid within 30 days. EOA, Inc. • 1410 Jackson Street • Oakland, CA 94612 • Tel: (510) 832-2852 • Fax: (510) 832-2856 V V Richard Chiu From: D'Andrea, Lindsay <Idandrea@meyersnave.com> Sent Tuesday, September 09,2014 11:34 AM To: Richard Chiu Cc: Yulia Carter; Mattas,Steven Subject: Consultant Agreement modifications Richard, I have reviewed the consultant contracts and the proposed changes. Please see our recommendations below. Also,for the EOA"Lands of Stirling"contract,will you please provide the permit number and applicant name so we may create a new matter number? 1. EOA Contract(Lands of Stirling):3 Proposed Changes a) Section 4(a) proposed change to delete the word "completion" Recommendation:We are okay with you accepting this change.This is more of a business change than a legal change. Deleting the word "completion"will not have any appreciable effect on the contract.The consultant will still be obligated to deliver goods/services in a manner consistent with industry standards. b) Section 4(b) proposed change to require that the Town reimburse the consultant for costs pursuant to the fee schedule Recommendation:Take a look at the attached fee schedule and decide whether you are okay with the Town reimbursing for those costs.This is a business change.The change alters the Town's obligations to reimburse for costs.Where the current contract would not reimburse for costs,after the change,the Town will be responsible for reimbursing based on the attached fee schedule. c) Section 5(a) proposed change to add in the word"negligent" Recommendation: We are okay with you accepting this change,as it is consistent with the language in other parts of the section. 2. Nelson Nygaard Contract:3 Proposed Changes a) Section 3 proposed change to add dates Recommendation: Include the necessary dates b) Section 4(a) proposed new language Recommendation: If the contract will span more than one month (and thus, more than one payment period),we are okay with you accepting the change. However, if the contract will be completed in one month (and one billing cycle)than the change is unnecessary because the current language already provides for payment within 30 days. The second sentence of the consultant's proposed change regarding the 10% withholding is a benefit to the Town and so, the Town may accept it if it chooses. c) Section 5(b)(v) proposed change to delete the "notice of cancellation" provision Recommendation:We do NOT recommend accepting this change. It is common for insurance carriers to give notice of cancellation. It is not the Town's problem if the consultant chose an insurance carrier that does not provide notice. We would be willing to accept 10 days notice instead of 30 days notice. Please let us know if you have any questions. Best, Lindsay t 411P/ 1110 Lindsay P. D'Andrea Attorney at Law MEYERS NAVE 575 Market Street, Suite 2080 San Francisco, California 94105 Phone: 415.421.3711 Fax:415.421.3767 Idand rea faimeversnave.co m www.meversnave.com From: "Richard Chiu" <rchiu6i,losaltoshills.ca.gov> To: "Mattas, Steven" <stevem@meyersnave.com> Cc: "Yulia Carter" <vcarternlosaltoshills.ca.sov> Subject: Agreement modifications Steve, Please review the attached agreements that consultants are requesting to modify. Let me know if the proposed changes are acceptable. Thanks Richard 2