HomeMy WebLinkAboutVeolia Water West Operating Services, IncMAINTENANCE SERVICES AGREEMENT BETWEEN
THE TOWN OF LOSALTOS HILLS AND
VEOLIA WATER WEST OPERATING SERVICES
.4 INC,
FOR OPERATIQN AND MAINTENANCE OF LOS ALTOS UMLS SANITARY SEWER SYSTEM
THIS AGREEMENT for consulting services is made by and between the Town of Los Altos Hills
("Town") and Veolia Water West Operating Services, Inc. ("Contractor) (together sometimes referred to as
the "Parties") as of November 5, 2012 (the "Effective Date"),
Section 1 - SERVICES. Subject to the terms and conditions set forth in this Agreement, Contractor
shall provide to Town the sel"Vices described in the Scope of Work attached as Exhibit, A, attached hereto
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.
1.2 Standard of Performance. Contractor shall pefform 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 Contractor is engaged -in the geog . raphical area in
which Contractor practices its profession.
1.3 Assianment of Personnel. Contractor shall assign only competent personnel to perform
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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 sukh 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.
Section 2. COMPENSATION. Town hereby agrees to pay Contractor a sum not to exceed
$242,783.00, notwithstanding any contrary indications that may be contained in Contractor's proposal, for
services to be pefformed and reimbursable costs incurred under this Agreement. In the event of a conflict
between this Agreement and Contractor's proposal,. attached as Exhil 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,
Contractor shall not bill Town for duplicate services performed by more than one person.
Consulting Services Agreement between
DATE: 11 /5/2012
Town of Los Altos Hills and Veolia Waters Inc. Page I of 13
Contractor and Town acknowledge and agree that compensation paid by Town to Contractor under this
Agreement 'I's based upon Contractor's estimMted 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.
2,11 Invoices. Contractor shall submit invoices, not more often than once a month during th-.
term of this Agreement, based on the cost for services performed and reimbursable cos
incurred prior to the invoice date. Invoices shall contain the following information:
a Serial identifications of progress bills; i.e., Progress Bill No. 1 for the first invoice,
etc.;
n The beginning and ending dates of the billing period;
a 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;
w 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;
a The total number of. hours of work performed under the Agreement by Contractor
and each employee, agent, and subcontractor of Contractor performing services
hereunder;
0 TheContractor's signature.
2.2 Monthly Plyment. Town shall make monthly payments, based on invoices received, for
services satisfactodly performed, and ibr authorized reimbursable costs incurred. Town
shall have 30 days from the receipt of an invoice that complies with all of the requirements
above to pq Contractor,,
Final Payment. Town shall pay the last 10% of the total sum due pursuant to this
Agreement within sixty (60) days after completion of the services and submittal to Town of
a final invoice, if all services required have been satisfactorily performed.
2.4 Total Pay!pent. 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
Consulting Services Agreement between DATE: 11/5/2012
Town of Los Altos Hills and Veolia Waters Inc. 1age 2 of 13
executed change order or amendment.
2.7 Ea
.Mment of Taxes, Contractor is solely responsible for the payment of employment taxes
incurred under this Agreement and any similar federal or state taxes,
2.8 Payment upon Termination, In the event that the Town or 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 in order to verify costs incurred to that date.
2,9 Authorization to Perfonn 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 Egy.IPMENT. 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.
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4.1 Workers' Compensation, Contractor shall, at its sole cost and expense, maintain
Statutory Workers' Compensation Insurance and Employees 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 ONE MILLION DOLLARS ($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
volunteMrs for loss arising from work performed under this Agreement,
Consulting Services Agreement between DATE: 11/5/2012
Town of Los Altos Hills and Veolia Waters Inc. Page 3 of 13
4.2 Commercial General and Automobile Liabill1tv Insurance,
4.2.1 General reguilrements. 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 TWO MILLION DOLLARS ($2,000,000,00)
per occurrence, combined single limit coverage fbr risks associated iOth the work
contemplated by this Agreement, If a Commercial General Liaby 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 there from, and damage to property resulting from
activities contemplated under this Agreement, including the use of owned and non-
owned •
automobiles,
423 Additional requirements, Each of the following shall be included in the
insurance coverage or added as a certified endorsement to the policy:
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2. The insurance shall cover on an occurrence or an accident basis, and nol
on a claims -made basis.
b. Any failure of Contractor to comply with repofting provisions of the policy
shall not affect coverage provided to Town and its officers, employees,
agents, and volunteers.
4.3 Professional Liabillity,insurance,
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,�,�.V General reguirements. 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 ONE MILLION DOLLARS ($1,000,000) covering the licensed
professionals' errors and omissions.
4.3.2 Claims -made limitations, The following provisions shall apply if the professional
liability coverage is written on a claims -made form:
Consulting Services Agreement between DATE: 11/5/2012
Town of Los Altos Hills and Veolia Waters Inc. Page 4 of 13
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 provide extended reporting coverage for
a minimum of five years after completion of the Agreement or the work,
The Town shall have the right to exercise, at the Contractors sole cost
and expense, any extended reporting provisions of the policy, if the
Contractor cancels or does not renew the coverage. ,
4,4 All Policies Requirements.
4.4.1 ecce ptability2T " w
_ insurers. All insurance required by this section is to be placed
with insurers with a Bests' rating of no less than ANIL
4.4.2 Verification of coverage. Prior to beginning any work under this Agreement,
Contractor shall furnish Town with complete certified copies of all certificates of
insurance and all endorsements required herein,
4.4.3 Notice of Reduction in or Cancellation of Cove e. A certified endorsement
shall be attached to all insurance obtained pursuant to this Agreement stating that
coverage shall not be suspended, voided, canceled by either party, or reduced in
coverage or in limits, except after thirty (30) days' prior written notice by certified
mail, return receipt requested, has been given to the Town. In the event that any
coverage required by this section is cancelled, Contractor shall provide written
notice to Town at Contractor's earliest possible opportunity and in no case later
than ten (10) working days after Contractor is notified of the change in coverage.
4.4.4 Additional insured;, Drima insurance. Town and its officers, employees,
agents, and volunteers shall be covered as additional insureds with respect to
each of the following: liability arising out of activities performed by or on behalf of
Contractor, 'Including the insured's general supervision of Contractor; products and
completed operations of Contractor, as applicable; premises owned, occupied, or
used by Contractor; and automobiles owned, leased, or used by the Contractor in
the course of providing services pursuant to this Agreement. The coverage shall
contain no special limitations on the scope of protection afforded to Town or its
officers, employees; agents, or volunteers, that specifically apply to the Town or
such persons except as otherwise provided herein.
Consulting Services Agreement between DATE: 11/5/2012
Town of Los Altos Hills and Veolia Waters Inc. Page 5 of 13
A certified endorsement must be attached to all policies stating that coverage is
primary insurance with respect to the Town and its officers, officials, employees
and volunteers, and that no insurance or self-insurance maintained by the Town
shall be called upon to contribute to a loss under the coverage.
4.4.5 Deductibles and Self-insured Retentions. Contractor shall disclose to and
obtain the 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.
4.4.6 Subcontractors, Contractor 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.
4.4.7 Variation. The Town may approve a variation in the foregoing insurance
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requirements, upon a determination that the coverage, scope, limits, and forms of
such insurance are either not commercially available, or that the Town's interests
are otherwise fully protected.
4.5 Remodiles. 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 Mthin 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;
#rder Contractor to stop work under this Agreement or withhold any payment th
ecomes due to Contractor hereunder, or both stop work and withhold any paymen
jntil Contractor demonstrates compliance with the requirements hereof; and/or
11 Terminate this Agreement.
Section 5. INDEMNIFICATION AND CONTRACTOR'S RESPONSIBILITIES. Contractor shall
indemni�, defend With counsel selected by the Town, and hold harmless the Town and its officials, officers,
employees, agents, and volunteers from and against any and all losses, liability, claims, suits, actions,
damages, and causes of action arising out of any personal injury, bodily injury, loss of life, or damage to
property, or any violation of any federal, state, or municipal law or ordinance, to the extent caused, in whole
or. in part, by the Wilful misconduct or negligent acts or omissions of Contractor or its employees,
subcontractors, or agents, by acts for which they could be held stdctly liable, or by the quality or character
of their work, The foregoing obligation of Contractor shall not apply when (1) the injury, loss of life, damage
to property, or violation of law arises wholly from the gross negligence or willful misconduct of the Town or
its officers, employees, agents, or volunteers and (2) the actions of Contractor or its employees,
subcontractor, or agents have contributed in no part to the injury, loss of life, damage to property, or
Consulting Services Agreement between DATE:1115/2012
Town of Los Altos Hills and Veolia Waters Inc. Page 6 of 13
violation of law. It is understood that the duty of Contractor to indemnify and hold harmless includes the
duty to defend as set forth in Section 2778 of the California Civil Code. Acceptance by Town of insurance
certificates and endorsements required under this Agreement does not relieve Contractor from liability
under this indemnification and hold harmless clause. This indemnification and hold harmless clause shall
apply to any damages or claims for damages whether or not such insurance policies shall have been
determined to apply. By execution of this Agreement, Contractor acknowledges and agrees to the
provisions of this Section and that it is a material element of consideration. Notwithstanding anything to the
contrary contained herein, Contractor's liability to the Town pursuant to this Agreement, in addition to the
value of the insurance, shall not exceed the amount of One Million Dollars ($1 000,000). Under no
circumstances shall the Contractor be liable to the Town for consequential or punitive damages. However,
the Contractoes indemnification, defense, and. hold harmless obligations to the Town as to any liability the
Town may have to third parties shall not be limited.
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 Califomia 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 of any 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
R of Town.
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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 Tom shall not have the right to control the means by which Contractor
accomplishes services rendered pursuant to this Agreement. Notwithstanding any other
City, 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 No - nt. 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.'
7.11 Governing Law, The laws of the State of California shall govern this Agreement.
Consulting Services Agreement between DATE: 11/5/2012
Town of Los Altos Hills and Veolia Waters Inc. Page 7 of 13
72 ComRiliance with ApRileable Laws. Contractor and any subcontractors shall comply with
all laws applicable to the performance of the work hereunder,
7.3 Other Govemmentall., 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.
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 what -so -ever 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 Egua[ Opportuni!y, 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 for a 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.
811 Termination. Town may cancel this Agreement at any time and without cause upon
written notification to Contractor.
n
Contractor may cancel this Agreement upon ninety (90) 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,
Consulting Services Agreement between DATE: 11/5/2012
Town of Los Altos Hills and Veolia Waters Inc. Page 8 of 13
computer software, video and audio tapes, and other materials provided to
uontractor or prepared by or for Contractor or the Town in connection with thi's Agreement.
2.2 Extension. Town reserves the right not to extend this Agreement. However, upon the
mutual agreement of Town and Contractor, Town may 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's compensation
during such extension shall be determined by mutual agreement of Town and Contractor at
the time of extension.
1,3 Amendments. The parties may amend this Agreement only by a writing signed by all the
parties.
8.4 Assignment and Subcontractina. Town and Contractor recognize and agree that this
Agreement contemplates personal performance by Contractor and is based upon a
determination of Contractors 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
r', 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 rl,
provisions of this Agreement allocating liability between Town and Contractor shall surviv,-Zt.
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 include, 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 an',
other work product prepared by Contractor pursuant to this Agreement;
8,63 Retain a different Contractor to complete the work described in Exhibit A - nc
finished by Contractor; and/or
8.6.4 Charge Contractor the difference between the cost to complete the work describe(
in Exhibit A that is unfinished at the time of breach and the amount that Towt
would have paid Contractor pursuant to Section 2 if Contractor had completed th(
work.
41,0`11", 1 J11 1. 1 -1VU10,
Consulting Services Agreement between DATE: 11 /512012
Town of Los Altos Hills and Veolia Waters Inc. Page 9 of 13
4 data,11 Records Created as Part of Contractors Performance, All reports,
models, charts, studies, surveys, photographs, memoranda, plans, studies, specification
records, files, or any other documents or materials, in electronic or any other form, th -A
obtains
r Iv
Contractor prepares or i R pursuant Agreement
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finalcovered hereunder shall be the property of the Town. Contractor hereby agrees to deli
those documents to the Town upon termination of the Agreement. It is understood an
agreed that the documents and other materials, including but not limited to those describe
above, prepared pursuant to this Agreement are prepared specifically for the Town and a
not necessarily suitable for any future or other use. Town and Contractor agree
t, unt,
.r
j approval * M data plans, specifications, reports and
other
.w, documents
,M, y 111.
confidential and will not be released to third parties without pdor written consent of bot
parties unless required by law.
�W;02 Contractoes Books and Records. Contractor shall maintain any and all ledgers, booko
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 three (3) years, or for any longer
period required
w `y law, from the date of final Contractor
9.3 Inspection and Audit of Records. Any records or documents Section 9.2 of this
that
Agreement
1,• •''. w :.. , requires
•. C:..,+ tot maintain shall b!r' made
7rde K 1I rbw for
inspection,
wi..' r. di .
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
expended
'-' i under ei w w r i... TEN O �. �:.
d ', w Agreement
# iM R DOLLARS
($10,000.00), the Agreement shall be subject to
examination
# A State
Auditor, at the request of Town or as part of 1ny audit
years
after
payment
• •r. under
r Agreement. w
9.4 Records Submitted in ResRonse to an Invitation to Bid or Reauest for Proposals. All
responses to a Request for Proposals (RFP) or invitationtO DIC! Issued by the Town
become
I! i the
exclusive
;-e property
1► e + A such
A as
rTown
selects
' ir.. a bid, M '
proposals received become a matter of public record, and shall be regarded as public
records, with the exception of those elements in each proposal that are defined by
Contractor and plainly marked as "Business,. or i" proposal
containsis ai ' purporting i render all or significanti of e proposal
Although"Confidential," "Trade Secret," or "Proprietary," shall be regarded as non-responsive.
The Town shall not be liable or in any way responsible for the disclosure of any such
proposal or portions thereof, if Contractor has not plainly marked it as a "Trade Secret" or
"Business Secret" or if disclosure is required under the Public Records Act.
recognizes certain
information .M Aprotected from disclosure, the
Town
M. i. +. in R position o
establish that the information that a prospective bidder submits is a trade secret. If a
request is made for information marked "Trade Secret' or "Business Secret," and the
requester
ww takes legal
, • release
A". A ` A materials believes does o constitute
trade secret informabon, by submitting a proposal, Contractor agrees to indemnify, defend
Consulting Services
ArA Agreement
gwe111. b • A. i .' DATE:
Town of Los Altos Hills and Veolia Waters Inc.
wv
and hold harmless the Town, its agents and employees, from any judgment, fines,
penalties, and award of attorneys fees awarded against the Town in favor of the party
requesting the information, and any and all costs connected with that defense. This
obligation to indemnify survives the Town's award of the contract. In submitting a
proposal, Contractor agrees that this indemnification survives as long as the trade secret
information is in the Town's possession, which includes a minimum retention period for
such documents.
10.1 Attomeys' 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
R' e 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 b(ings 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 Couril
for the Northern District of Cali1bgTiP.
103 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 IMRI!ed 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 As 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 Recycle d 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.
101 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 seqo
Contractor shall not employ any Town official in the work performed pursuant to fta;
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.
. . . . . . . . . . . . . .
Consulting Services Agreement between DATE: 11/5/2012
Town of Los Altos Hills and Veolla Waters Inc. Page 11 of 13
Contractor hereby warrants that it is not now, nor has it fficial been in the previous twelve (12)
months, an employee, agent, appointee,. or oof 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 oi
Government Code §1090 etseq., 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 Califomia,
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 the Town's Publi
Works Director ("Contract Administrator"). All correspondence shall be directed to
through the Contract Administrator or hi's or her designee. I
10.10 Notices,, Any written notice to Contractor shall be sent to:
Animesh Irkulla, Project Manager
Veolia Water North America
2300 Contra Costa Blvd., Suite 350
Pleasant Hill, CA 94523-3918
Any written notice to Town shall be sent to:
Public Works Director, Town of Los Altos Hillat
Richard Chiu Jr.
26379 Fremont Road
Los Altos Hills, CA 94022
10.11 Integration. This Agreement, including the scope of work attached hereto and
incorporated herein as Exhibit A, represents the entire and integrated agreement between
Town and Contractor and supersede*s all prior negotiations, representation$, or
agreements, either written or oral.
10,12 Counterparts,, This Agreement may be executed in multiple counterparts, each of which
shall be an original and all of which together shall constitute one agreement,
Consulting Services Agreement between DATE: 11/5/2012
Town of Los Altos Hills and Veolia Waters Inc. Page 12 of 13
The Parties have executed this Agreement as of the Effective Date.
TOWN OF LOS ALTOS HILLS
Carl Cahill, City Manager
Attest
City Clerk
Approved as to Form:
City-Attomey
2075321
Contractor It
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Consulting Services Agreement between DATE: 11/5/2012
Town of Los Altos Hills and Veolia Waters Inc. Page 13 of 13
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RESOLUTION 57-12
A RESOLUTION OF THE CITY COUNCIL OF THE TOWN OF LOS
ALTOS HILLS AUTHORIZING THE CITY MANAGER TO EXECUTE
A CONTRACT EXTNESION BETWEEN THE TOWN OF LOS ALTOS HILLS
AND VEOLIA WATER WEST OPERATING SERVICES, INC.
FOR PROVIDING SANITARY SEWER MAINTENANCE SERVICE AND
OVERFLOW EMERGENCY RESPONSE SERVICES
WHEREAS, the City Manager recommends that a contract extension be executed with
Veolia Water West Operating Services, Inc.
NOW, THEREFORE,the City Council of the Town of.Los Altos Hills does RESOLVE
as follows:
Section 1. Public interest and convenience require the Town of Los Altos Hills to
enter the Agreement with a not-to-exceed amount of $173,784.00 for preventive maintenance
service and a not-to-exceed amount of $68,999.00 for emergency and call-out services.
Therefore,total not-to-exceed amount for the contract extension is $242,783.00.
Section 2. The Town of Los Altos Hills hereby approves the Contract Extension and
the City Manager is hereby authorized on behalf of the Town to execute the Contract between
the Town of Los Altos Hills and Veolia Water West Operating Services, Inc.
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 20th day of September, 2012 by the following
vote:
AYES: Larsen, Waldeck, Mordo, Radford, Summit
NOES: None
ABSTAIN: None
ABSENT: None
,,
BY:
'ch L. en, ayor
ATTEST:
= Deborah Padovan, City Clerk
Resolution 57-12 Page 1