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AGREEMENT
CONSULTING SERVICES AGREEMENT BETWEEN
THE TOWN OF LOS ALTOS HILLS AND
V&A CONSULTING ENGINEERS, INC.
THIS AGREEMENT for Contracting services is made by and between the Town of Los Altos Hills
("Town") and V&A Consulting Engineers, Inc. ("Contractor") (together referred to as the "Parties") as of
January 2.0 , 2015 (the "Effective Date").
Section 1. SERVICES. Subject to the terms and conditions set forth in this Agreement, Contractor 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 March 31, 2016, and Contractor 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 Contractor 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. Contractor shall perform all services required pursuant to this
Agreement according to the standards observed by a competent practitioner of the
profession in which Contractor is engaged.
1.3 Assignment of Personnel. Contractor 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,
Contractor shall, immediately upon receiving notice from Town of such desire of Town,
reassign such person or persons.
1.4 Time. Contractor 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 Contractor's obligations hereunder.
1.5 Public Works Requirements. The eory'r+oe doizarihodIn whihif 4 annetTeutC--A plir%A�fi&
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VVWIwnrhi� in thI%.f inov+on+ Qof IWIfnr+h in FvhiContractor shall waive, indemnify, hold harmless,
and defend Town concerning any liability arising out of Labor Code Section 1720 et seq.
Section 2. COMPENSATION. Town hereby agrees to pay Contractor a sum not to exceed $34,000,
notwithstanding any contrary indications that may be contained in Contractor's proposal, for services to be
performed and reimbursable costs incurred under this Agreement. In the event of a conflict between this
Contracting Services Agreement between
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[EFFECTIVE DATE]
Agreement and Contractor's proposal, attached as Exhibit A, regarding the amount of compensation, the
Agreement shall prevail. Town shall pay Contractor for services rendered pursuant to this Agreement at the
time and in the manner set forth herein. The payments specified below shall be the only payments from
Town to Contractor for services rendered pursuant to this Agreement. Contractor shall submit all invoices to
Town in the manner specified herein. Except as specifically authorized by Town in writing, Contractor shall
not bill Town for.duplicate services performed by more than one person.
Contractor and Town acknowledge and agree that compensation paid by Town to Contractor under this
Agreement is based upon Contractor's estimated costs of providing the services required hereunder,
including salaries and benefits of employees and subcontractors of Contractor. Consequently, the parties
further agree that compensation hereunder is intended to include the costs of contributions to any pensions
and/or annuities to which Contractor 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. Contractor shall submit invoices, not more often than once a month during the
term of this Agreement, based on the cost for services performed and reimbursable costs
incurred prior to the invoice date. Invoices shall contain the following information:
■ Serial identifications of progress bills; i.e., Progress Bill No. 1 for the first invoice,
etc.;
■ The beginning and ending dates of the billing period;
■ A Task Summary containing the original contract amount, the amount of prior
billings, the total due this period, the balance available under the Agreement, and
the percentage of completion;
■ At Town's option, for each work item in each task, a copy of the applicable time
entries or time sheets shall be submitted showing the name of the person doing the
work, the hours spent by each person, a brief description of the work, and each
reimbursable expense;
■ The total number of hours of work performed under the Agreement by Contractor
and each employee, agent, and subcontractor of Contractor performing services
hereunder as well as a separate notice when the total number of hours of work by
Consultant and any individual employee, agent, or subcontractor of Consultant
reaches or exceeds eight hundred (800) hours, which shall include an estimate of
the time necessary to complete the work described in Exhibit A;
■ The amount and purpose of actual expenditures for which reimbursement is sought;
■ The Contractor's signature.
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 Contractor.
2.3 Final Pam Town shall pay the last 10% of the total sum due pursuant to this Agreement
within 60 days after completion of the services and submittal to Town of a final invoice, if all
services required have been satisfactorily performed.
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2.4 Total Payment. Town shall pay for the services to be rendered by Contractor pursuant to
this Agreement. Town shall not pay any additional sum for any expense or cost whatsoever
incurred by Contractor in rendering services pursuant to this Agreement. Town shall make
no payment for any extra, further, or additional service pursuant to this Agreement.
In no event shall Contractor 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 Contractor on an hourly basis shall not exceed
the amounts shown on the compensation schedule attached hereto as Exhibit B.
2.6 Reimbursable Expenses. Reimbursable expenses are specified below, and shall not
exceed $500.00. Expenses not listed below are not chargeable to Town. Reimbursable
expenses are included in the total amount of compensation provided under this Agreement
that shall not be exceeded. .
2.7 Payment of Taxes. Contractor is solely responsible for the payment of employment taxes
incurred under this Agreement and any similar federal or state taxes. Contractor represents
and warrants that Contractor is a resident of the State of California in accordance with
California Revenue & Taxation Code Section 18662, as may be. amended, and is exempt
from withholding. Contractor accepts sole responsible for verifying the residency status of
any subcontractors and withhold taxes from non -California subcontractors as required by
law.
2.8 Payment upon Termination. In the event that the Town or Contractor terminates this
Agreement pursuant to Section 8, the Town shall compensate the Contractor for all
outstanding costs and reimbursable expenses incurred for work satisfactorily completed as
of the date of written notice of termination. Contractor shall maintain adequate logs and
timesheets to verify costs incurred to that date.
2.9 Authorization to Perform Services. The Contractor 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, Contractor 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,
Contractor, 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 Contractor and its agents,
representatives, employees, and subcontractors. Consistent with the following provisions, Contractor shall
provide proof satisfactory to Town of such insurance that meets the requirements of this section and under
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[EFFECTIVE DATE]
forms of insurance satisfactory in all respects, and that such insurance is in effect prior to beginning work to
the Town. Contractor 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 Contractor's bid. Contractor shall not
allow any subcontractor to commence work on any subcontract until Contractor has obtained all insurance
required herein for the subcontractor(s) and provided evidence that such insurance is in effect to Town.
Verification of the required insurance shall be submitted and made part of this Agreement prior to execution.
Contractor shall maintain all required insurance listed herein for the duration of this Agreement.
4.1 Workers' Compensation. Contractor 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 Contractor. 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, Contractor 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
Contractor, 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. Contractor, 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 coverage. Commercial general coverage shall be at least as
broad as Insurance Services Office Commercial General Liability occurrence form
CG 0001 (most recent edition) covering comprehensive General Liability on an
"occurrence" basis. Automobile coverage shall be at least as broad as Insurance
Services Office Automobile Liability form CA 0001 (most recent edition), Code 1
(any auto). No endorsement shall be attached limiting the coverage.
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[EFFECTIVE DATE]
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.
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 Contractor; or automobiles owned, leased, hired, or
borrowed by the Contractor.
C. For any claims related to this Agreement or the work hereunder, the
Contractor'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 Contractor's insurance and shall not
contribute with it.
d. Each insurance policy required by this clause shall be endorsed to state
that coverage shall not be canceled by either party, except after 30 days'
prior written notice has been provided to the Town.
4.3 Professional Liability Insurance.
4.3.1 General requirements. Contractor, 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.
4.3.2 Claims -made limitations. The following provisions shall apply if the professional
liability coverage is written on a claims -made form:
a. The retroactive date of the policy must be shown and must be before the
date of the Agreement.
b. Insurance must be maintained and evidence of insurance must be provided
for at least five years after completion of the Agreement or the work, so long
as commercially available at reasonable rates.
C. If coverage is canceled or not renewed and it is not replaced with another
claims -made policy form with a retroactive date that precedes the date of
this Agreement, Contractor must purchase an extended period coverage
for a minimum of five years after completion of work under this Agreement.
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[EFFECTIVE DATE]
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.
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,
Contractor shall furnish Town with complete copies of all policies delivered to
Contractor 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 Contractor
beginning work, it shall not waive the Contractor's obligation to provide them. The
Town reserves the right to require complete copies of all required insurance policies
at any time.
4.4.3 Deductibles and Self -Insured Retentions. Contractor 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 Contractor shall provide a financial guarantee satisfactory to the
Town guaranteeing payment of losses and related investigations, claim
administration and defense expenses. Further, if any insurance policy includes a
self-insured retention that must be paid by a named insured as a precondition of the
insurer's liability, or which has the effect of providing that payments of the self-
insured
elfinsured retention by others, including additional insureds or insurers do not serve to
satisfy the self-insured retention, such provisions must be modified by special
endorsement so as to not apply to the additional insured coverage required by this
agreement so as to not prevent any of the parties to this agreement from satisfying
or paying the self-insured retention required to be paid as a precondition to the
insurer's liability. Additionally, the certificates of insurance must note whether the
policy does or does not include any self-insured retention and also must disclose
the deductible.
4.4.4 Wasting Policies. No policy required by this Section 4 shall include a "wasting"
policy limit (i.e. limit that is eroded by the cost of defense).
4.4.5 Waiver of Subrogation. Contractor hereby agrees to waive subrogation which any
insurer or contractor may require from vendor by virtue of the payment of any loss.
Contractor agrees to obtain any endorsements that may be necessary to affect this
waiver of subrogation.
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The Workers' Compensation policy shall be endorsed with a waiver of subrogation
in favor of the entity for all work performed by the Contractor, its employees, agents,
and subcontractors.
4.4.6 Subcontractors. Contractor 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 Contractor 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
Contractor'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 Contractor to stop work under this Agreement or withhold any payment that
becomes due to Contractor hereunder, or both stop work and withhold any payment,
until Contractor demonstrates compliance with the requirements hereof; and/or
■ Terminate this Agreement.
Section 5. INDEMNIFICATION AND CONTRACTOR'S RESPONSIBILITIES.
Contractor 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 Contractor's negligence 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 Contractor's obligation to defend and indemnify shall not be excused because of the Contractor's inability
to evaluate Liability or because the Contractor evaluates Liability and determines that the Contractor is not
liable to the claimant. The Contractor 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 Contractor 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 Contractor 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 Contractor accepts or rejects the tender of defense, whichever occurs
first.
With respect to third party claims against the Contractor, the Contractor waives any and all rights of any type
to express or implied indemnity against the Indemnitees.
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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 Contractor to indemnify shall
not apply when to do so would be prohibited by California Civil Code Section 2782.
In the event that Contractor or any employee, agent, or subcontractor of Contractor providing services under
this Agreement is determined by a court of competent jurisdiction or the California Public Employees
Retirement System (PERS) to be eligible for enrollment in PERS as an employee of Town, Contractor shall
indemnify, defend, and hold harmless Town for the payment ofany employee and/or employer contributions
for PERS benefits on behalf of Contractor or its employees, agents, or subcontractors, as well as for the
payment of any penalties and interest on such contributions, which would otherwise be the responsibility of
Town.
Section 6.
STATUS OF CONTRACTOR.
6.1 Independent Contractor. At all times during the term of this Agreement, Contractor shall
be an independent contractor and shall not be an employee of Town. Town shall have the
right to control Contractor only insofar as the results of Contractor'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 Contractor
accomplishes services rendered pursuant to this Agreement. Notwithstanding any other
Town, state, or federal policy, rule, regulation, law, or ordinance to the contrary, Contractor
and any of its employees, agents, and subcontractors providing services under this
Agreement shall not qualify for or become entitled to, and hereby agree to waive any and all
claims to, any compensation, benefit, or any incident of employment by Town, including but
not limited to eligibility to enroll. in the California Public Employees Retirement System
(PERS) as an employee of Town and entitlement to any contribution to be paid by Town for
employer contributions and/or employee contributions for PERS benefits.
6.2 Contractor Not an Agent. Except as Town may specify in writing, Contractor shall have
no authority, express or implied, to act on behalf of Town in any capacity whatsoever as an
agent. Contractor 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. Contractor 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, Contractor and any subcontractors shall
comply with all applicable rules and regulations to which Town is bound by the terms of such
fiscal assistance program.
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[EFFECTIVE DATE]
7.4 Licenses and Permits. Contractor represents and warrants to Town that Contractor 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. Contractor represents and warrants to Town that Contractor 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, Contractor and
any subcontractors shall obtain and maintain during the term of this Agreement valid
Business Licenses from Town.
7.5 Nondiscrimination and Equal Opportunity. Contractor shall not discriminate, on the basis
of a person's race, religion, color, national origin, age, physical or mental handicap or
disability, medical condition, marital status, sex, or sexual orientation, against any employee,
applicant for employment, subcontractor, bidder fora subcontract, or participant in, recipient
of, or applicant for any services or programs provided by Contractor under this Agreement.
Contractor shall comply with all applicable federal, state, and local laws, policies, rules, and
requirements related to equal opportunity and nondiscrimination in employment, contracting,
and the provision of any services that are the subject of this Agreement, including but not
limited to the satisfaction of any positive obligations required of Contractor thereby.
Contractor 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 Contractor.
Contractor 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, Contractor shall be entitled to compensation for services
performed to the effective date of termination; Town, however, may condition payment of
such compensation upon Contractor delivering to Town any or all documents, photographs,
computer software, video and audio tapes, and. other materials provided to Contractor or
prepared by or for Contractor 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. Contractor understands and
agrees that, if Town grants such an extension, Town shall have no obligation to provide
Contractor 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 Contractor for any otherwise reimbursable expenses incurred during the
extension period.
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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 Contractor recognize and agree that this
Agreement contemplates personal performance by Contractor and is based upon a
determination of Contractor'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 Contractor.
Contractor may not assign this Agreement or any interest therein without the prior written
approval of the Contract Administrator. Contractor 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.
8.5 Survival. All obligations arising prior to the termination of this Agreement and all provisions
of this Agreement allocating liability between Town and Contractor shall survive the
termination of this Agreement.
8.6 Options upon Breach by Contractor. If Contractor materially breaches any of the terms
of this Agreement, Town's remedies shall included, but not be limited to, the following:
8.6.1 Immediately terminate the Agreement;
8.6.2 Retain the plans, specifications, drawings, reports, design documents, and any
other work product prepared by Contractor pursuant to this Agreement;
8.6.3 Retain a different Contractor to complete the work described in Exhibit A not finished
by Contractor; or
8.6.4 Charge Contractor the difference between the cost to complete the work described
in Exhibit Athat is unfinished at the time of breach and the amount that Town would
have paid Contractor pursuant to Section 2 if Contractor had completed the work.
Section 9. KEEPING AND STATUS OF RECORDS.
9.1 Records Created as Part of Contractor'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 Contractor
prepares or obtains 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 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 Contractor 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.
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9.2 Contractor's Books and Records. Contractor 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 Contractor to this Agreement.
9.3 Inspection and Audit of Records. Any records or documents that Section 9.2 of this
Agreement requires Contractor 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 Attornevs' Fees. If a party to this Agreement brings any action, including an action for
declaratory relief, to enforce or interpret the provision of this Agreement, the prevailing party
shall be entitled to reasonable attorneys' fees in addition to any other relief to which that
party may be entitled. The court may set such fees in the same action or in a separate action
brought for that purpose.
10.2 Venue. In the event that either party brings any action against the other under this
Agreement, the parties agree that trial of such action shall be vested exclusively in the state
courts of California in the County of Santa Clara or in the United States District Court for the
Northern District of California.
10.3 Severability. If a court of competent jurisdiction finds or rules that any provision of this
Agreement is invalid, void, or unenforceable, the provisions of this Agreement not so
adjudged shall remain in full force and effect. The invalidity in whole or in part of any
provision of this Agreement shall not void or affect the validity of any other provision of this
Agreement.
10.4 No Implied Waiver of Breach. The waiver of any breach of a specific provision of this
Agreement does not constitute a waiver of any other breach of that term or any other term
of this Agreement.
10.5 Successors and Assigns. The provisions of this Agreement shall inure to the benefit of
and shall apply to and bind the successors and assigns of the parties.
10.6 Use of Recycled Products. Contractor 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.
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10.7 Conflict of Interest. Contractor may serve other clients, but none whose activities within
the corporate limits of Town or whose business, regardless of location, would place
Contractor in a "conflict of interest," as that term is defined in the Political Reform Act,
codified at California Government Code Section 81000 et seq.
Contractor shall not employ any Town official in the work performed pursuant to this
Agreement. No officer or employee of Town shall have any financial interest in this
Agreement that would violate California Government Code Sections 1090 et seq.
Contractor 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 Contractor was an employee, agent,
appointee, or official of the Town in the previous twelve months, Contractor warrants that it
did not participate in any manner in the forming of this Agreement. Contractor understands
that, if this Agreement is made in violation of Government Code § 1090 et seq., the entire
Agreement is void and Contractor will not be entitled to any compensation for services
performed pursuant to this Agreement, including reimbursement of expenses, and
Contractor will be required to reimburse the Town for any sums paid to the Contractor.
Contractor 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. Contractor 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 Jr.
("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 Contractor shall be sent to:
.Ray Yep
155 Grant Avenue
Oakland, CA 94612
Any written notice to Town shall be sent to:
Richard Chiu Jr.
26379 Fremont Road
Los Altos Hills, CA 94022
Contracting Services Agreement between
Town of Los Altos Hills and V&A Consulting Engineers
Page 12 of 14
[EFFECTIVE DATE]
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 and B represents the entire and integrated agreement between Town
and Contractor and supersedes all prior negotiations, representations, or agreements, either
written or oral.
Exhibit A Scope of Services
Exhibit B Provisions Required For Public Works Contracts
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]
Contracting Services Agreement between
Town of Los Altos Hills and V&A Consulting Engineers
Page 13 of 14
[EFFECTIVE DATE]
The Paftles have executed this Agreement as of theEffective Date..
HIL I
TOWN OF LOS ALTOS HILL's.0, CONTRACTOR
Carl Cahill, City Manager
Rai Yep, CEO ofk& et
T/�.Po i ItIng
Engineers
Aftest,
beborah Padovan, Town, Clerk
Approved as to M*
Steven T. Mattas, Town Attorney
1070873.1
Contracting Services Agreement between
Town of Los Altos Hills and V&A Consulting Engineers
Page 14, of 14
[EFFECTIVE DATE]
EXHIBIT A
SCOPE OF SERVICES
Contracting Services Agreement between [EFFECTIVE DATE]
Town of Los Altos Hills and V&A Consulting Engineers
Exhibit A
'4FAM 1
155 Grand Avenue 510.903.6600 Tel
Suite 700 510.903.6601 Fax
Oakland, CA 94612 vaengineering.com
26379 Fremont Road
Los Altos Hills, CA 94022
ECT; Town of Los Altos Hills --2014/2015 Dry and Wet Weather.Open,Channel. Fl
ow
Monitorih9Services
.
...
Dear Mr. Chiu,
Task -Description
1. Project Preparation: V&A will review existing sanitary sewer plans and documentation in,
preparation for flow monitoring. V&A will visit the proposed sites in order to verify suitability
of manholes and/or alternative manholes for installation of flow meters. V&A will --consult -
...Ll- 11- - 'rt-% I AIN I J-1- -JL - I -L
V&A will verify data integrity and that the meters are operational and clear of debris. V&A
shall be responsible for installation, calibration, and removal of the temporary equipment
for this project. Maintenance and meter malfunction will be documented and reported as
soon as they are observed.
V&A shall be prepared to extend or retract the duration of the flow monitoring period as
required and directed by the TOWN. For this project, between seven and ten (10) flow
meters will be installed. For the wet weather phase of the project, one (1) rain gauge will be
installed.
3. Data Analysis and Flow Monitoring Report: V&A shall download and reduce the data in 15 -
minute intervals into Excel spreadsheets for data analysis and report preparation. The
summary report will be in hard copy (3 copies) and electronic format and will include the
following information:
a. A summary of the flow monitoring equipment used.
b. Location maps with address, pipe size, manhole identifier number, flow channel
condition, site schematics and photographs.
c. Flow monitoring data with tabular outputs of depth, velocity and flow rate and
hydrographs of depth, velocity and flow rates for each flow meter.
d. Infiltration and inflow (1/1) analysis and R -Value calculations for each flow monitoring
site; 1/1 comparison of isolated basins and sub -basins within the collection system.
V&A proposes to complete this work on a lump sum basis, shown as follows:
Dry Weather Flow Monitorin
V&A Project No. 14-0422Rev1
le
Flow mon ifion ng at 7 sites for 2 weeks:
$19,000
Faow monitoring at 8 sites for 2 weeks:
$2.,000
Flow monitoring at 9 sites* or 2 meeks:
$23,004
Flow monitonng at 10'sites for 2 weeks.
V&A Project No. 14-0422Rev1
Wet Weather Flow Monitoring
Flow moi ringat sIi. and rain gauge monitoring at
$27,500
Z site for 1 month:
Weekly Extension of Monitoring Period, 7 Sites:
$3,700 per week
Flow monitoring at S sites and rain gauge monitoring at
$30,000
1 site for 1;month
Weekly Extension of Monitoring Period, 8 Sites:
$x,000 per week
Flow, monitoring at 9 :sites and .rain gauge monitoring at
$32,000:
1 site for Z month'.
k! stor-
Weey E:xtenof n�ton,
,er. week
Flow monitoring at 10 sites and rain gauge monitoring
$34,000.
at 1.site for 1 month:
Weeklyxtens�on of Monitoring Period, 10 Sites:
$4,640 per week
Terms are Net 30 days. This fee is valid for 90 days from the date of this proposal. The scope of work
was developed as a result of our discussions and represents our mutual understanding.
V&A assumes only simple traffic control set-ups (truck mounted light board and cones) will be
required for this project. If complex traffic control set-ups requiring a traffic control contractor are
deemed necessary, the costs of the traffic control contractor will be in addition to the stated costs for
the flow monitoring. V&A assumes that the Town of Los Altos Hills or other jurisdictional permits
(encroachment, traffic control plans, etc.) are not included. Costs incurred by V&A for permits will be
in addition to the stated costs above.
If unforeseen circumstances should arise which indicate that more time is required, V&A will provide
a written estimate of additional required time and cost. V&A will not proceed with work beyond the
not -to -exceed figure without a written authorization from your office.
In the event of legislative actions by any level of government that impose any taxes, fees, or costs on
V&A's services or other costs in connection with Work hereunder or compensation, such new taxes,
fees, or costs shall be invoiced to and paid by the Town of Los Altos Hills as a Reimbursable
Expense. Should such taxes, fees, or costs be imposed, they shall be in addition to V&A's estimated
total expenses.
V&A is assuming that this project and any work performed thereon is not subject to the requirements
of state or federal prevailing wage laws. The Town of Los Altos Hills agrees to defend and indemnify
V&A Project No. 14-0422Revl
jf %�ms�s
V&A for any and all expenses incurred by V&A should any person, entity, agency or court claim or
determine that the project or any work performed thereon was or is subject to the requirements of
state or federal prevailing wage laws.
We are prepared to begin work on your project upon receiving written approval, a Notice to Proceed,
or purchase order from your office.
On behalf of our staff and myself I would like to thank you for the opportunity to be of service to you
and the Town of Los Altos Hills. We look forward to working with you.
Sincerely,
V&A Consulting Engineers, Inc.
Kevin Krajewski P. .
Principal, Flow o itoring Practice Leader
Accepted:
Town of Los Altos Hills
Date:
EXHIBIT B
PROVISIONS REQUIRED FOR PUBLIC WORKS CONTRACTS
PURSUANT TO CALIFORNIA LABOR CODE SECTION 1720 ET SEQ,
HOURS OF WORK:
A. In accordance with California Labor Code Section 1810, 8 hours of labor in performance of the
services described in Exhibit A shall constitute a legal day's work under this contract,
B. In accordance with California Labor Code Section 1811, the time of service of any worker employed
in performance of the services described in Exhibit A is limited to eight hours during any one
calendar day, and forty hours during any one calendar week, except in accordance with California
Labor Code Section 1815, which provides that work in excess of eight hours during any one
calendar day and forty hours during any one calendar week is permitted upon Icompensation 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 Contractor 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.
D. In accordance with California Labor Code Section 1776, the Contractor and each subcontractor
engaged in performance of the services described in Exhibit A shall keep accurate payroll records
showing the name, address, social security number, work, straight time and overtime hours worked
each day and week, and the actual per diem wages paid to each journeyman, apprentice, worker,
or other employee employed in performance of the services described in Exhibit A. Each payroll
record shall contain or be verified by a written declaration that it is made under 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 Department of
Industrial Relations and shall otherwise be available for inspection in accordance with California
Labor Code Section 1776.
Contracting Services Agreement between
Town of Los Altos Hills and V&A Consulting Engineers
Exhibit B
[EFFECTIVE DATE]
Page 1 of 2
E. In accordance with California Labor Code Section 1777.5, the Contractor, on behalf of the
Contractor 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.
F. In case it becomes necessary for the Contractor 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.
Contracting Services Agreement between
Town of Los Altos Hills and V&A Consulting Engineers
Exhibit B
[EFFECTIVE DATE]
Page 2 of 2
RESOLUTION 01-15
A RESOLUTION OF THE CITY COUNCIL OF THE TOWN OF LOS ALTOS HILLS
AUTHORIZING THE CITY MANAGER TO AWARD NECESSARY CONTRACTS TO
INSTALL TEMPORARY SEWER FLOW METERS AT VARIOUS LOCATIONS
I
WHEREAS, the Town's current Sanitary Sewer Master Plan is more than ten years old; and
WHEREAS, wet weather flow data is needed to update the Sanitary Sewer Master Plan; and
WHEREAS, the current 2014-2015 wet weather season has had significant rain events; and
WHEREAS, the Town's .sewer system consultant has indicated that the current wet weather
season may be a good opportunity to obtain reliable wet weather flow data; and '
WHEREAS, installation of flow meters may be needed as early as January 2015; and
WHEREAS, the cost to install flow meters at various locations is estimated not to exceed
$401000;
NOW, THEREFORE, BE IT RESOLVED by the City Council of the Town of Los Altos Hills
that:
The City Manager is hereby authorized and directed to execute necessary
contracts in an amount not to exceed $40,000 to install temporary flow
meters at various locations.
The above and foregoing Resolution was passed and adopted by the City Council of the Town of
Los Altos Hills at a regular meeting held on the 15th day of January, 2015 by the following vote:
AYES: Corrigan, Harpootlian, Larsen, Radford, Waldeck
NOES: None
ABSTAIN: None
-ABSENT: None
ATTEST:,.
Deborah Aado;va`n, City Clerk
U
Resolution 01-15 Page 1