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HomeMy WebLinkAboutLive Oak Associates, Inc. (3)AGREEMENT THIS AGREEMENT is made and entered into on the 7th day of May, 2021 by and between the TOWN OF LOS ALTOS HILLS (hereinafter referred to as "TOWN") and Live Oak Associates, Inc. (hereinafter referred to as "CONTRACTOR"). In consideration of their mutual covenants, the parties hereto agree as follows: 1. CONTRACTOR. Shall provide or furnish the following specified services and/or materials: Identify the top of bank of Summerhill Creek within the proposed path alignment and assess the potential jurisdictional status of Summerhill Creek. In addition, a report shall be provided summarizing the findings from a background review and complete site survey assessing the biological resources that may be adversely affected by the proposed creek crossing for the pedestrian pathway along Summerhill Avenue. 2. EXHIBITS. The following attached exhibits are hereby incorporated into and made a part of this Agreement: Proposal from CONTRACTOR dated April 29, 2021 3. TERMS. The services and/or materials furnished under this Agreement shall commence May 7, 2021 and shall be completed by May 7, 2022, unless terminated pursuant to Section 5(f). 4. COMPENSATION. For the full performance of this Agreement: a. TOWN shall pay CONTRACTOR an amount not to exceed five thousand dollars and zero cents ($5,000.00) within thirty (30) days following receipt of invoice and completion/delivery of services/goods as detailed in Sections 1, 2, and 3 of this Agreement and only upon satisfactory delivery/completion of goods/services in a manner consistent with professional/industry standards for the area in which CONTRACTOR operates. TOWN is not responsible for paying for any work done by CONTRACTOR or any subcontractor above and beyond the not to exceed amount. b. Town shall not reimburse for any of CONTRACTOR's costs or expenses to deliver any services/goods. Town shall not be responsible for any interest or late charges on any payments from Town to CONTRACTOR. c. CONTRACTOR is responsible for monitoring its own forces/employees/agents/ subcontractors to ensure delivery of goods/services within the terms of this Agreement. TOWN will not accept or compensate CONTRACTOR for incomplete goods/services. Town of Los Altos Hills Page 1 of 4 Short form Updated 4/23/10 5. GENERAL TERMS AND CONDITIONS. a. HOLD HARMLESS. CONTRACTOR agrees to indemnify, defend and hold harmless the TOWN, its officers, agents and employees from any and all demands, claims or liability of personal injury (including death) and property damage of any nature, caused by or arising out of the performance of CONTRACTOR under this Agreement. With regard to CONTRACTOR'S work product, CONTRACTOR agrees to indemnify, defend and hold harmless the TOWN, its officers, agents and employees from any and all demands, claims or liability of any nature to the extent caused by the negligent performance of CONTRACTOR under this Agreement. b. INSURANCE. CONTRACTOR shall file with the TOWN a certificate of insurance before commencing any services under this Agreement as follows: WORKERS COMPENSATION INSURANCE: Minimum statutory limits. COMMERCIAL GENERAL LIABILITY AND PROPERTY DAMAGE INSURANCE: General Liability and Property Damage Combined. $1,000,000.00 per occurrence including comprehensive form, personal injury, broad form personal damage, contractual and premises/operation, all on an occurrence basis. If an aggregate limit exists, it shall apply separately or be no less than two (2) times the occurrence limit. iii. AUTOMOBILE INSURANCE: $1,000,000.00 per occurrence. iv. ERRORS AND OMISSIONS INSURANCE: $1,000,000.00 aggregate. v. NOTICE OF CANCELLATION: The City requires 30 days written notice of cancellation. Additionally, the notice statement on the certificate should not include the wording "endeavor to" or "but failure to mail such notice shall impose no obligation or liability of any kind upon the company, its agents or representatives." vi. CERTIFICATE OF INSURANCE: Prior to commencement of services, evidence of insurance coverage must be shown by a properly executed certificate of insurance and it shall name "The Town of Los Altos Hills, its elective and appointed officers, employees, and volunteers" as additional insureds. vii. To prevent delay and ensure compliance with this Agreement, the insurance certificates and endorsements must be submitted to: Town of Los Altos Hills 26379 Fremont Road Los Altos Hills, CA 94022 Town of Los Altos Hills Page 2 of 4 Short form Updated 4/23/10 c. NON-DISCRIMINATION. No discrimination shall be made in the employment of persons under this Agreement because of the race, color, national origin, age, ancestry, religion or sex of such person. d. INTEREST OF CONTRACTOR. It is understood and agreed that this Agreement is not a contract of employment and does not create an employer-employee relationship between the TOWN and CONTRACTOR. At all times CONTRACTOR shall be an independent contractor and CONTRACTOR is not authorized to bind the TOWN to any contracts or other obligations without the express written consent of the TOWN. In executing this Agreement, CONTRACTOR certifies that no one who has or will have any financial interest under this Agreement is an officer or employee of TOWN. e. CHANGES. This Agreement shall not be assigned or transferred without advance written consent of the TOWN. No changes or variations of any kind are authorized without the written consent of the City Manager. This Agreement may only be amended by a written instrument signed by both parties. f. TERMINATION. This Agreement may be terminated by TOWN upon seven (7) days written notice to CONTRACTOR. Monies owed for work satisfactorily completed shall be paid to CONTRACTOR within 14 days of termination. g. RECORDS. All reports, data, maps, models, charts, studies, surveys, calculations, photographs, memoranda, plans, studies, specifications, records, files, or any other documents or materials, in electronic or any other form, that are prepared or obtained pursuant to this Agreement and that relate to the matters covered hereunder shall be the property of the TOWN. CONTRACTOR hereby agrees to deliver those documents to the TOWN at any time upon demand of the TOWN. It is understood and agreed that the documents and other materials, including but not limited to those described above, prepared pursuant to this Agreement are prepared specifically for the TOWN and are not necessarily suitable.for any future or other use. Failure by CONTRACTOR to deliver these documents to the TOWN within a reasonable time period or as specified by the TOWN shall be a material breach of this Agreement. TOWN and CONTRACTOR agree that until final approval by TOWN, all data, plans, specifications, reports and other documents are preliminary drafts not kept by the TOWN in the ordinary course of business and will not be disclosed to third parties without prior written consent of both parties. All work products submitted to the TOWN pursuant to this Agreement shall be deemed a "work for hire." Upon submission of any work for hire pursuant to this Agreement, and acceptance by the TOWN as complete, non- exclusive title to copyright of said work for hire shall transfer to the TOWN. The compensation recited in Section 4 shall be deemed to be sufficient consideration for said transfer of copyright. CONTRACTOR retains the right to use any project records, documents and materials for marketing of their professional services. Town of Los Altos Hills Page 3 of 4 Short form Updated 4/23/10 h. ENTIRE AGREEMENT. This Agreement represents the between the Parties. Any ambiguities or disputed terms bet% and any attached Exhibits shall be interpreted according to I Agreement and not the Exhibits. 6. INVOICING. Send all invoices to the contract coordinator at the , entire agreement -en this Agreement he language in this ress below. This Agreement shall become effective upon Its approval and exec tion by TOWN. In witness whereof, the parties have executed this Agreement the dayand year first written above. CONTRACT COORDINATOR and representative for TOWN: Zachary Dahl Planning and Building Director Town of Los Altos Hills 26379 Fremont Road Los Altos Hills, CA 94022 CONTRACTOR: t:qirlature Rick Ho Rick Hopkins, P Print name, Title TOWN OF LOS 77XI � X2 ate ns, President Went HILLS: z a .1 vigm Town of Los Altos Hills Page 4 of 4 Short form Updated 4/23!10 LIVE 01K ASSOCIATES, INC. an Ecological Consulting Firm April 29, 2021 Steve Padovan The Town of Los Altos Hills 26379 Fremont Road Los Altos Hills, CA 94022 SUBJECT: Scope and budget for a biological report in support of a Categorical Exemption for the Summerhill Avenue Path in the Town of Los Altos, Santa Clara County, California. Dear Mr. Padovan: Per your request, Live Oak Associates, Inc. (LOA) has prepared this scope and budget to provide biological services in support of a Categorical Exemption for the improvement of an existing paved roadside path in the Town of Los Altos Hills, Santa Clara County, California ("site"). The proposed path is located alongside Summerhill Avenue and crosses Summerhill Creek, located between Amigos Court and Casa Mia Way in Los Altos Hills, California. As we understand it, the applicant is seeking a Categorical Exemption since the project will improve an existing paved path and is planning to avoid Summerhill Creek. We propose to identify the top of bank Of Summerhill Creek within the proposed path alignment and assess the potential jurisdictional status of Summerhill Creek. We also propose to conduct a background review, complete a site survey to assess biological resources that may be adversely affected by project build -out, and summarize our findings in a biological letter report. We propose to complete this work on a time and -material basis for a not -to exceed cost of $3,864. Following are the proposed tasks: Task 1. Background Review Existing sources of information for special -status species within the vicinity of the project site will be reviewed, summarized, and cited as appropriate. Sources of information relevant to the project vicinity will include aerial photographs of the project site, U.S.G.S. topographic maps, U.S. Fish and Wildlife Service National Wetland Inventory Maps, the California Natural Diversity_ Database, other technical literature related to the biotic resources of the project vicinity, regional Oakhurst: P.O. Box 2697.39930 Sierra Way, Suite B • Oakhurst, CA 93644 • Phone: (559) 642-4880 • Fax: (559) 642-4883 San Jose: 6840 Via Del Oro, Suite 220 • San Jose, CA 95119 • Phone: (408) 224-8300 Truckee: P.O. Box 8810 • Truckee, CA 96161 • Phone: (530) 214-8947 South Lake Tahoe: P.O. Box 7314 • South Lake Tahoe, CA 96158 • Phone: (408) 281-5885 www.loainc.com Proposal Acceptance If you approve this proposal's scope of work, cost, Standard Terms and Conditions, please sign and return one copy of this proposal to our office at your earliest convenience. Accepted By: Date: 5 LI5 & z Printed Name: OVAL Title: Ql&AA,<r LIVE OAK ASSOCLVPES, IYC, an Ecolnjical Conmlting Firm Project, but will omit references to Client's name. LOA shall have the right to reference the Project and client's name when preparing literature, proposals and conducting interviews for obtaining future consulting jobs. LOA's reports shall be used by Client only in connection with the Project. OBLIGATIONS OF CLIENT. Client agrees to comply with all reasonable requests of LOA necessary for the performance of LOA's obligations under this Contract. Client agrees to furnish space on Client's property for use by LOA while performing the Services. WARRANTY. LOA shall provide its Services and meet its obligations under this Contract in a timely and workmanlike manner, and shall provide a standard of care equal to, or superior to, care used by service providers similar to LOA on similar projects. INDEMNIFICATION. Client shall indemnify and hold LOA harmless from any liability, claims, demands, loss, damages or expense, including any reasonable attorney fees and costs, asserted against or suffered by LOA resulting from: (i) any breach by Client of this Agreement; (ii) any liability of the Client with respect to the Client's Property and/or Client's Project or otherwise; or (iii) the accuracy or breach of any of the representations, warranties or covenants made by Client. LOA shall indemnify and hold Client or its directors, officers, and employees harmless from any liability, claims, demands, loss, damages or expense, including any reasonable attorney fees and costs, asserted against or suffered by Client resulting from the acts, errors or omissions of LOA or its directors, officers, employees, and sub -consultants in performance of this Agreement, except for injuries and damages caused by the sole negligence of the Client. SUBCONTRACTORS. LOA may subcontract to other qualified personnel such portions of the work required by Client as LOA deems necessary. ASSIGNMENT. Neither party may assign or transfer its rights or obligations under this Contract without the prior written consent of the non -assigning party. MEDIATION. LOA and Client agree to mediate any dispute or claim arising between them out of this Contract, or any resulting transaction, before resorting to court action. Mediation fees, if any, shall be divided equally among the parties involved. If, for any dispute or claim to which this paragraph applies, any party commences an action without first attempting to resolve the matter through mediation, or refuses to mediate after a request has been made, then that party shall not be entitled to recover attorney fees, even if they would otherwise be available to that party in any such action. ATTORNEY'S FEES. If either party institutes a court action arising from this Contract or the performance of it, the prevailing party in such action or litigation shall, in addition to such other relief as the court may grant, be entitled to an award of reasonable costs and expenses of litigation, including expert witness fees and attorney fees. ENTIRE AGREEMENT. This Contract contains the entire agreement of the parties, and there are no other promises or conditions in any other agreement whether oral or written concerning the subject matter of this Contract. This Contract supersedes any prior written or oral agreements between the parties. SEVERABILITY. If any provision of this Contract will be held to be invalid or unenforceable for any reason, the remaining provisions will continue to be valid and enforceable. If a court finds that any provision of 5 LIVE OAK ASSOCIATES, INC. an F[ologi[al Consulting Flrm LIVE OAK ASSOCIATES, INC. SUMMERHILL AVENUE PATH IMPROVEMENT CATEGORICAL EXEMPTION LETTER REPORT TOWN OF LOS ALTOS HILLS, CALIFORNIA 28 -Apr -21 I. STAFF COSTS TASKS 0 Principal Director/ Plant Ecologist STAFF Sr. Prof. Mgr./ Ecologist Graphics Support Task 1. Background review Service Cost (10% direct expenses) 0 1 1 0 0 Task 2. Field Survey 0 2 2 0 0 Task 3. Biological Technical Letter Report 0.5 2 12 3 0.5 Task 4. Project Management 0 0 1 0 0 TOTAL 0.5 5 16 3 0.5 $/HR 230 185 145 145 70 $ TOTAL 115 925 2,320 435 35 STAFF SUBTOTALl $ 3,830 IL DIRECT COSTS Database search 0 Mlleage ($0.56/mi) 52 miles 29 GPS fee ($45/day) 0 day(s) 0 Miscellaneous expenses (e.g., supplies, copies, postage) 5 Service Cost (10% direct expenses) 0 DIRECT EXPENSE SUBTOTALl 34 TOTAL PROJECT COSTS $ 3,864