HomeMy WebLinkAboutPark Engineering (3)CONSULTING SERVICES AGREEMENT BETWEEN
THE TOWN OF LOS ALTOS HILLS AND PARK ENGINEERING
THIS AGREEMENT for consulting services is made by and between'' -the Town of Los Altos Hills
("Town") and Park Engineering ("Consultant") (together sometimes referred to as the "Parties") as of
April 21 , 2015 (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 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 10/15/15 -- " the date of completion specified in ' Exhibit A, 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 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 in the manner and according to the standards observed by a competent
practitioner of the profession in which Consultant is engage'd,
1.3 Assignment of Personnel. Consultant shall assign only competent personnel to perform
I. 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,
11.4 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
works, to the extent set forth in Exhibit C.
Section 2. COMPENSATION'. Town hereby agrees to pay Consultant a sum not to exceed
$68,209,34, 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
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
Consulting Services Agreement between
Town of Los Altos Hills and Park Engineering Page I of 13
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 perso'n,
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:
0 Serial identifications of progress bills; i.e., Progress Bill No, I for the first invoice,
etc,;
9 The beginning and ending dates of the billing period;
9 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; I
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 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,
23 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,
Consulting Services Agreement between
Town of Los Altos Hills and Park Engineering Page 2 of 1'3
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,
2.4 Hourty 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.
2.5 Payment of Taxes. Consultant is solely responsible for the payment of employment taxes
incurred under this Agreement and any similar federal or state taxes.
2,6 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.
2.7 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 EQQIPMENT. 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. Town shall make available to Consultant only the facilities and equipment
listed in this section, and only under the terms and conditions set forth herein,
Town shall furnish physical facilities such as desks, filing cabinets, and conference space, as may be
reasonably necessary for Consultant's use while consulting with Town employees and reviewing records
and the information in possession of the Town. The location, quantity, and time of furnishing those facilities
shall be in the sole discretion of Town. In no event shall Town be obligated to furnish any ' facility that may
involve incurring any direct expense, including but not limited to computer, long-distance' telephone or other
communication charges, vehicles, and reproduction facilities.
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 provisiohs, 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
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
Consultin.g Services Agreement between
Town of Los Altos Hills and Park Engineering Page 3 of 13
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 Employer's 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 $1,000,000.00 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-insuranceprogram 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 reguirements, 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 $1,000,000,00 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 cove 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, Code 1 (any auto). No
endorsement shall be attached limiting the coverage. - -
4,23 Additional reguirements. 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 accident basis, and not
on a claims -made basis,
Consulting Services Agreement between
Town of Los Altos Hills and Park Engineering Page 4 of 13
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, I
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 reguirements. 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 $1,000,000,00 covering the licensed professionals' errors and
.omissions. Any deductible or self-insured retention shall not exceed $150,000 per
claim.
4,12 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 it is not replaced with another
claims -made policy form with a retroactive date that precedes the date of
this Agreement, Consultant shall 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,
4.33 Additional Reguirements,_A certified endorsement to include contractual liability
shall be included in the policy
Consulting Services Agreement between
Town of Los Altos Hills and Park Engineering Page 6 of 13
4.4 All Policies Reguirements,
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 AM I .
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 certified 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 Self4insured 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 policyfequired by this Section 4 shall include a wasting"
policy limit (Le, 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 ofany
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 certified endorsements for each
subcontractor. All coverages for subcontractors shall be subject to all of the
requirements stated herein.
4a5 Remedies,, In addition to any other remedies Town may have if Consultant falls 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
Consulting Services Agreement between
Town of Los Altos Hills and Park Engineering Page 6 of 13
are alternatives to other remedies Town may have and are not the exclusive remedy for
Consultant's breach:
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
0 Terminate this Agreement,
Section 5. INDEMNIFICATION AND CONSULTANT'S RESPONSIBILITIES.
Consultant shall, to the fullest extent allowed by law, with respect to all Services performed in connection
with this Agreement, defend with counsel acceptable to Town, indemnify, and hold Town, its officers,
employees, agents, and volunteers, harmless from and against any and all claims that arise out of, pertain
to, or relate to the negligence, recklessness, or willful misconduct of the Consultant, ("Claims"). Consultant
will bear all losses, costs, damages, expense and liability of every kind, nature and description that arise
out of, pertain to, or relate to such Claims, whether directly or indirectly ("Liability"). Such obligations to
defend, hold harmless and indemnify the Town shall not apply to the extent that such Liabilities are caused
by the sole negligence, active negligence, or willful misconduct of the Town.
With respect to third party claims against the Consultant, the Consultant waives any and all rights of any
type of 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 2783, 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,
Section 6.
STATUS OF CONSULTANT,
6.1 -independent Contractor. At all times during the term of this Agreement, Consultant shall
be an independent contractor and shall not be an 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 13;
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,
Consulting Services Agreement between
Town of Los Altos Hills and Park Engineering Page 7 of 13
6.2 Consultant Not an Aq Except as Town may specify in writing, Consultant shall have
no authority, express or implied, to act on behalf of Town in any capacity 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,
7,11 Governing Law., The laws of the State of California shall govern this Agreement.
7.2 Compliance with Appl.ica.ble Laws. Consultant and any subcontractors shall comply with
all laws and regulations applicable to the performance of the work hereunder, including but
not limited to, the California Building Code, the Americans with Disabilities Act, and any
copyright, patent or trademark law, Consultant's Failure to comply with any law(s) or
regulation(s) applicable to the performance of the work hereunder shall constitute a breach
of contract,
73 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_ofa 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
Agreement. Consultant shall comply with all applicable federal, state, and local laws,
policies, rules, and requirements related to equal opportunity and nondiscrimination in
emlJloyment, 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,
Consulting Services Agreement between
Town of Los Altos Hills and Park Engineering Page 8 of, 13
801 'Termination,, Town. may cancel this Agreement at any time and without cause upon
written notification to Consultant,
Consultant may cancel this Agreement upon thirty (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 ximum 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, i
8.3 Amendments. The parties may amend this Agreement only by a writing signed by all the
parties,
8A 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.
805 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 Qptions upon Breach by Consultant. If Consultant materially breaches any of the terms
of this Agreement, Town's remedies shall include, but not be limited to, the following:
8.6.1 Immediately terminate the Agreement;
Consulting Services Agreement between
Town of Los Altos Hills and Park Engineering Page 9 of 13
8,6,2 Retain the plans, specifications, drawings, reports, design documents, and any
other work product prepared by Consultant pursuant to this Agreement;
8,63 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, specification's, 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 $10,000,00, the Agreement shall be
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
Consulting Services Agreement between
Town of Los Altos Hills and Park Engineering Page 10 of 13
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
Agre ement, the parties agree that trial of such action shall be vested exclusively in the
state courts of California in the County of Santa Clara or in the United States District Court
for the Northern District of California.
10.3 Severabillity. 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
y
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.
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, -
Consulting Services Agreement between
Town of Los Altos Hills and Park Engineering Page I I of 13
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:
Jaemin Park, P.E
372 Village Square
Orinda, CA 94563
Any written notice to Town shall be sent to;
Richard Chiu
26319 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 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.
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,
[SIGNATURES ON FOLLOWING PAGE]
Consulting Services Agreement between
Town of Los Altos Hills and Park Engineering Page 12 of 13
The Parties have executed this Agreement as of the Effective Date,
TOWN OF LOS ALTOS HILLS
XA
Carl Cahill, City Manager
Attest:
Deborah 01 City Clerk
Approved as to Form:
Steven T. Matte, City Attorney
CONSULTANT
<
ipernin Park, P.N. , President
Consulting Services Agreement between
Town of Los Altos Hills and Park Engineering Page 13 of 13
RESOLUTION 17-15
A RESOLUTION OF THE CITY COUNCIL OF THE
TOWN OF LOS ALTOS HILLS AWARDING A CONTRACT FOR CONSTRUCTION
OF THE EL MONTE ROAD PRESERVATION PROJECT STPL-5324(007)
WHEREAS, the Public Works Director of the Town of Los Altos Hills did, in open session,
duly examine and consider all bids submitted to it for the construction of the El Monte Road
Preservation Project STPL-53249(007); and
WHEREAS, the Public Works Director recommends that the contract for said project be
awarded to the lowest responsible bidder to be made available at the City Council meeting; and
WHEREAS, the Public Works Director recommends that funds of $45,000 -be made available
for construction contingency; and
WHEREAS, the Public Works Director recommends that funds of $70,000 be made available
for inspection and testing of said project.
NOW, THEREFORE, BE IT RESOLVED by the City Council of the Town of Los Altos Hills
that:
1. - The City Manager is hereby authorized to award a contract with the lowest
responsible bidder to be made available at the City Council meeting.
2. The Public Works Director is hereby authorized to approve contract change orders in
an amount not to exceed $45,000.
3. The City Manager is hereby authorized to execute necessary contracts with inspection
and testing firms in an amount not to exceed $70,000.
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 31 s' day of March, 2015 by the following vote:
AYES: Corrigan, Harpootlian, Larsen, Waldeck
NOES: Radford
AB STAIN: None
ABSENT: None
BY:
Resolution 17-15 Page 1
ATTEST:
Deborah Padovan, City Clerk
Resolution 17-15
Page 2
EXHIBIT A
SCOPE OF SERVICES
Consulting Services Agreement between
Town of Los Altos Hills and Park Engineering Exhibit A Page I of 1
. . . . . . . . . . . .
Detailed Scope of Work
Park Engineering, Inc. will perform the complete package of construction management, construction
inspection and materials testing services that the City of Los Altos Hill needs in order to deliver El Monte
Road. Preservation Project successfully. Below we have highlighted some key items to demonstrate
important aspects of the work.
Park Engineering will prepare construction contract award package for submittal to Caltrans.
• Park Engineering will lead the pre -construction meeting, We will prepare the pre -construction
meeting agenda for City project manager's review. We will assure that critical construction contract
issues, concerns, and details are brought to the contractor's attention in order to facilitate a common
understanding of how the work will proceed throughout construction. Meeting minutes will be
prepared and distributed to ensure that all discussions, agreements and understandings are
documented for the project records,
• Park Engineering will manage all submittals on the project. Submittals will be tracked throughout the
review process and will be on the agenda at weekly meetings,
► Park Engineering will review the Contractor's schedule submissions for compliance with the
specifications and will compare work progress against the schedule,
I
Park Engineering will conduct a pre -construction site inspection to record existing conditions. Project
photographs and video documentation of pre job conditions will be made and kept for permanent
records to support disputes and to ensure that any damages to existing facilities are repaired prior to
acceptance.
We will conduct weekly progress meetings with the contractor, City, utility companies and other
involved entities to discuss issues and project progress and to prepare for upcoming works. Meeting
minutes will be prepared, distributed and filed to record discussions and agreements.
o Establish project document control system to meet Caltrans' standards and adequately track project
activities such as submittals, change requests and change orders, inspections, material control, and
correspondence. We will use a contract administration system, which is based upon the Caltrans
Construction Manual and Caltrans Local Assistance Procedures Manual. Electronic forms and
documents control system will be implemented at project start. Inspection diaries, Requests for
Information logs, correspondence logs, testing records, and change orders will be administered in
accordance with Caltrans procedures to assure swift and complete audit -ability by Caltrans for federal
funding requirements during and after construction,
o Our construction inspector will inspect the construction elements of the projects as required by the
construction contract plans and specifications. He will pe'rform all field 'Inspection activities to
monitor compliance with the contract plans and specifications, Record and report all construction
activities and maintain reports in a project file.
v' Prepare and maintain daily inspection diaries that include documentation of the work progress,
V Record all items of work, labor, equipment, materials incorporated, materials tested, and any
other pertinent information in a daily diary for permanent record of events.
v/ Project photographs and video documentation of project progress and major work components
will be done on a weekly basis and kept for permanent records to support disputes and verify
quality for acceptance.
e We will monitor project budgets, identifying completed work, forecasted work, monies spent and
monies allocated. We will provide a monthly report that summarizes project schedule and budget so
that the City's project manager is fully aware of the project status. Monthly report will also include
information on potential 'issues and potential change orders.
Review contractor's monthly progress payment requests for accuracy and make sure that no items
are overpaid, Park Engineering will perform field quantity measurements of completed work, prepare
quantity calculations, including any contract change orders, and progress pay estimates on a monthly
basis to support the payments. We will file and maintain all documents as required, We will provide
inspection, testing, coordination, and documentation to support work completed and accepted for
payment.
Track work progress and working days to ensure that the contractor is diligently pursuing the work.
Prepare and distribute weekly statement of working days, documenting days expended, days
remaining, days worked on controlling and non-controlling operations, inclement weather days, and
any added days due to contract change. orders. Weekly statement of working days will be sent to the
contractor weekly and filed in the permanent project records to dispute delay claims.
Park Engineering Team will monitor the use of DBE contractors to verify goals set for the project are
met. We will monitor use' of apprentices to ensure that job training goals are met.
Park Engineering will conduct employee interviews, as required on State form HC-0031, for
compliance with State and Federal requirements and to make sure that workers are being paid the
correct rate for their work. We will review of contractor's weekly certified payroll for compliance
with prevailing wage requirements. We will compare information provided by the workers during the
interviews with the weekly certified payrolls to make sure that there is consistency.
Park Engineering Team will review contractor performed construction surveys and verify that all
staking is done properly. Contractor will be required to submit all survey information prior to starting
work and we will-field verify all construction stakes to ensure that survey control for the line, grade
and dimension are in compliance with the construction contract documents.
Coordinate, log, manage and respond to Requests for Information (RFI's) submitted by the contractor.
Track RFI's sent to the designers and other oversight agencies for their input and press for timely
turn-around by all parties. Coordinate all communication with the design consultants and oversight
agencies on requests for information from the contractor. Coordinate and conduct meetings with the
contractor, designers and oversight agencies for RFI"s, when appropriate to resolve and clarify
complex issues.
Evaluate, negotiate, prepare, recommend and execute all change orders and justification
memorandums.
V" Park Engineering will evaluate change order requests against the contract documents and the
required work. We will develop independent cost and schedule estimates and negotiate
equitable agreements with the Contractor for change order work.
We will make recommendations to the City on changes and their impacts to the project schedule
and budget.
• As part of the community outreach and public information program, Park Engineering will be the
single point of contact for community relations. We will provide the necessary information regarding
construction activities to ensure that the public is aware of construction activities to minimize
impacts.
Park Engineering Team will coordinate with all affected utility com pan les, making sure that
information about the project schedule and progress is provided early.
Park Engineering will perform and enforce all environmental mitigation monitoring on the project.
We will review contractor's Water Pollution Control Plan for compliance and ensure that all
monitoring and reporting is completed.in a timely manner, as required by the Regional Water Quality
Control Board's Permit.
• We will review, and approve the contractor's safety program and ensure that it meets all Cal -OSHA
regulations. We will enforce the safety program and make sure that all project personnel follow the
requirements.
Federally funded projects require substantial contract administration for compliance, Project filing
and accounting will be in strict conformance with federal requirements. Labor compliance,
monitoring the use of DBE contractors, quality assurance sampling and testing, accurate quantity
verification and acceptance are all part of the federal funding ing regulations,
Park Engineering will 'Inspect project work for acceptance. Any.non-confo r_rn ing 'Work will be
documented and included in the punchlist for comple tion, All non-compliant work will be track and
taken off the list for acceptance when the work is completed to our satisfaction, meeting the contract
requirements.
Document, respond toand resolve potential claims and claims on the project. Park Engineering will
take the lead in resolving disputes, potential claims and claims on the project. We will prepare.
documentation and supporting information to fight unsupported claims,
Park Engineering Team includes Inspection Services, Inc. (ISI) to provide testing by the Engineer as
required in the construction contracts and other testing necessary to monitor the contractor's quality
control plan in accordance with the City's Quality Assurance Program and the Caltrans Local
Assistance Procedures Manual,
We will verify on a monthly basis that the contractors are keeping accurate "as -built" record plans.
We will also prepare as -built drawings to make sure that information is not missed. We will compare
out "as-builts" with the contractors to ensure that all information is included for submittal to the
designers to prepare certified record drawings.
Monthly invoices from contractor will be reviewed for accuracy. Only accurate invoices will be
processed and all errors will be revised prior to acceptance, -
We will prepare quarterly reimbursement invoices for submittal to Caltrans. It is important the
reimbursement invoices are prepared and submitted promptly to prevent the City from having to
fund the project.
Park Engineering will comply with Caltrans project audit requirements. We' Will sit through projects
audits and ensure that all documents required for federal aid projects are in place. We will work with
the local assistance engineer and prove that the projects are being administered in compliance with
federal and state requirements.
Park Engineering will prepare all reports and required documents for project close-out for the City.
We will complete all documents including:
Materials Certificate
✓ Final Inspection Report
Detailed Estimate and Summary
✓ Change Order Summary
V' Final Utilization of UDBE/DBE
Contractors
✓ Report of Expenditures
✓ Final Invoice
EXHIBIT B
COMPENSATION SCHEDULE
Consulting Services Agreement between
Town of Los Altos Hills and Park Engineering Exhibit B Page 1 of 1
W
w
Ul
(D
m
0
:3
Lk)
C)
0
VN
CL
w
%el
co
(A
CA
r+
a)
r -t
(D
(D
n -
(D
0
0
0
tryc
(D
r�
0
:3
(A
r+
6'
0
(A
rt
0
0
r+
0
:3
cl)
0
0 Y llc
r+
r+
(D
1%
3
0
cr
CD
10
=r
m
r+
0
"a
w
:3
C:L
CU
fD
rD
:3
lr+
-1
CD
m
CL
r+
0
,a
fD
0
rD
li
(D
CL
CL
a
r+
CID
U)
an M
m
0 MIS
M
0 0
AM 0
wCL
to+ v 0
2 A V)
0 (D
m >
.mA r+
0
NOUN 0
t.n 0
UJ
r+.j inl
44k4I loom*
(D'
L
mn
t 4a '•I .�•,�'.i 1 / 1.'•�,�I
� �
� J �
� t • J•L rm
CU
(D M 0
;0 (D
cu 77
A-`
cu Di
L(D
CL
(DA
(D m
m
m
rD
Al—
M � m
CL
0
�A 41 V,
(D
Yjtt
oj
m
(D
✓
�,�.y�,•:�.Y.:vi,:
S"u)�ti irf�'i?.1
m
LA
(D
M
tz
mnIn.
a)
bo
Lrl
k r'V,
It.
VVT.�
Ch
Ul
la,
Ul
;tj T ,•
VV
C
rri
tail.
cu
f:.
r
CrD
4-
4 h
�r�f r l ` j raJ..�[rl
L 1P: ,
00
i= "� tL
ez
�S ;[ i . J
m
CL
m
00
U-)
WI�
Vp1ri
L I
00
f4
4t,
0
VA.,
bob"
00
lob
0
a)
C)
0
0
4k
0
00
L4n
......
an M
m
0 MIS
M
0 0
AM 0
wCL
to+ v 0
2 A V)
0 (D
m >
.mA r+
0
NOUN 0
t.n 0
UJ
r+.j inl
44k4I loom*
(D'
EXHIBIT C
PROVISIONS REQUIRED FOR PUBLIC WORKS CONTRACTS
PURSUANT TO CALIFORNIA LABOR CODE SECTION 1720 ET SEG,
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 at 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 $25 for each worker
employed in the performance of the services described in Exhibit A Ifor 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 pr'ovisions 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 with California Labor Code
Section 1776, 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
prevailing wages. A mistake, inadvertence, or neglect in failing to pay the correct rate of
Consulting Services Agreement between
Town of Los Altos Hills and Park Engineering Exhibit C Pagel of 3
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 them 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 them
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
performan,ce 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 them 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 them 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 employer's, employees on the public works project.
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
Consulting Services Agreement between
Town of Los Altos Hiils and Park Engineering Exhibit C Page 2 of 3
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 SeOtion 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 Park Engineering Exhibit C Page 3 of 3