HomeMy WebLinkAboutShalleck CollaborativeCONSULTING SERVICES AGREEMENT BETWEEN
THE TOWN OF LOS ALTOS HILLS AND
THE SHALLECK COLLABORATIVE, INC.
THIS AGREEMENT for consulting services is made by and between the Town of Los Altos Hills
("Town") and The Shalleck Collaborative, Inc. ("Consultant") (together referred to as the "Parties") as of
March ;2,�, 2023(the "Effective Date").
Section 1. SERVICES. Subject to the terms and conditions set forth in this Agreement, Consultant
shall provide to Town the services described in the Scope of Work attached as Exhibit A , 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 December 31, 2023, the date of completion specified in Exhibit A, and Consultant
shall complete the work described in Exhibit A on or before that date, unless the term of
the Agreement is otherwise terminated or extended, as provided for in Section 8. The
time provided to Consultant to complete the services required by this Agreement shall not
affect the Town's right to terminate the Agreement, as referenced in Section 8.
1.2 Standard of Performance. Consultant shall perform all services required pursuant to this
Agreement according to the standards observed by a competent practitioner of the
profession in which Consultant is engaged.
1.3 Assignment of Personnel. Consultant 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,
Consultant shall, immediately upon receiving notice from Town of such desire of Town,
reassign such person or persons.
1.4 Time. Consultant shall devote such time to the performance of services pursuant to this
Agreement as may be reasonably necessary to meet the standard of performance
provided in Section 1.1 above and to satisfy Consultant's obligations hereunder.
Section 2. COMPENSATION. Town hereby agrees to pay Consultant a sum not to exceed forty-four
thousand, five hundred dollars with a ($44,500.00), with a total amount not to exceed fifty -thousand dollars
($50,000.00) notwithstanding any contrary indications that may be contained in Consultant's proposal, for
services to be performed and reimbursable costs incurred under this Agreement. In the event of a conflict
between this Agreement and Consultant's proposal, attached as Exhibit A, regarding the amount of
compensation, the Agreement shall prevail. Town shall pay Consultant for services rendered pursuant to
this Agreement at the time and in the manner set forth herein. The payments specified below shall be the
only payments from Town to Consultant for services rendered pursuant to this Agreement. Consultant shall
submit all invoices to Town in the manner specified herein. Except as specifically authorized by Town in
writing, Consultant shall not bill Town for duplicate services performed by more than one person.
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Consultant and Town acknowledge and agree that compensation paid by Town to Consultant under this
Agreement is based upon Consultant's estimated costs of providing the services required hereunder,
including salaries and benefits of employees and subcontractors of Consultant. Consequently, the parties
further agree that compensation hereunder is intended to include the costs of contributions to any pensions
and/or annuities to which Consultant and its employees, agents, and subcontractors may be eligible. Town
therefore has no responsibility for such contributions beyond compensation required under this Agreement.
2.1 Invoices. Consultant shall submit invoices, not more often than once a month during the
term of this Agreement, based on the cost for services performed and reimbursable costs
incurred prior to the invoice date. Invoices shall contain the following information:
■ 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 Consultant
and each employee, agent, and subcontractor of Consultant performing services
hereunder;
■ The Consultant's signature;
■ Consultant shall give separate notice to the Town when the total number of hours
worked by Consultant and any individual employee, agent, or subcontractor of
Consultant reaches or exceeds 800 hours within a 12 -month period under this
Agreement and any other agreement between Consultant and Town. Such notice
shall include an estimate of the time necessary to complete work described in
Exhibit A and the estimate of time necessary to complete work under any other
agreement between Consultant and Town, if applicable.
2.2 Monthly Payment. Town shall make monthly payments, based on invoices received, for
services satisfactorily performed, and for authorized reimbursable costs incurred. Town
shall have 30 days from the receipt of an invoice that complies with all of the requirements
above to pay Consultant.
2.3 Final Payment. 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.
2.4 Total Payment. Town shall pay for the services to be rendered by Consultant pursuant to
this Agreement. Town shall not pay any additional sum for any expense or cost
whatsoever incurred by Consultant in rendering services pursuant to this Agreement.
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Town shall make no payment for any extra, further, or additional service pursuant to this
Agreement.
In no event shall Consultant submit any invoice for an amount in excess of the maximum
amount of compensation provided above either for a task or for the entire Agreement,
unless the Agreement is modified prior to the submission of such an invoice by a properly
executed change order or amendment.
2.5 Hourly Fees. Fees for work performed by Consultant on an hourly basis shall not exceed
the amounts shown on the compensation schedule attached hereto as Exhibit B.
2.6 Reimbursable Expenses. Reimbursable expenses are specified below, and shall not
exceed $6,500. 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. Consultant 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 Consultant terminates this
Agreement pursuant to Section 8, the Town shall compensate the Consultant for all
outstanding costs and reimbursable expenses incurred for work satisfactorily completed as
of the date of written notice of termination. Consultant shall maintain adequate logs and
timesheets to verify costs incurred to that date.
2.9 Authorization to Perform Services. The Consultant is not authorized to perform any
services or incur any costs whatsoever under the terms of this Agreement until receipt of
authorization from the Contract Administrator.
Section 3. FACILITIES AND EQUIPMENT. Except as set forth herein, Consultant shall, at its sole
cost and expense, provide all facilities and equipment that may be necessary to perform the services
required by this Agreement. Town shall make available to Consultant only the facilities and equipment
listed in this section, and only under the terms and conditions set forth herein.
Town shall furnish physical facilities such as desks, filing cabinets, and conference space, as may be
reasonably necessary for Consultant's use while consulting with Town employees and reviewing records
and the information in possession of the Town. The location, quantity, and time of furnishing those facilities
shall be in the sole discretion of Town. In no event shall Town be obligated to furnish any facility that may
involve incurring any direct expense, including but not limited to computer, long-distance telephone or other
communication charges, vehicles, and reproduction facilities.
Section 4. INSURANCE REQUIREMENTS. Before beginning any work under this Agreement,
Consultant, at its own cost and expense, unless otherwise specified below, shall procure the types and
amounts of insurance listed below against claims for injuries to persons or damages to property that may
arise from or in connection with the performance of the work hereunder by the Consultant and its agents,
representatives, employees, and subcontractors. Consistent with the following provisions, Consultant shall
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provide proof satisfactory to Town of such insurance that meets the requirements of this section and under
forms of insurance satisfactory in all respects, and that such insurance is in effect prior to beginning work to
the Town. Consultant shall maintain the insurance policies required by this section throughout the term of
this Agreement. The cost of such insurance shall be included in the Consultant's bid. Consultant shall not
allow any subcontractor to commence work on any subcontract until Consultant has obtained all insurance
required herein for the subcontractor(s) and provided evidence that such insurance is in effect to Town.
Verification of the required insurance shall be submitted and made part of this Agreement prior to
execution. Consultant shall maintain all required insurance listed herein for the duration of this Agreement.
4.1 Workers' Compensation. Consultant shall, at its sole cost and expense, maintain
Statutory Workers' Compensation Insurance and Employer's Liability Insurance for any
and all persons employed directly or indirectly by Consultant. The Statutory Workers'
Compensation Insurance and Employer's Liability Insurance shall be provided with limits of
not less than $1,000,000 per accident. In the alternative, Consultant may rely on a self-
insurance program to meet those requirements, but only if the program of self-insurance
complies fully with the provisions of the California Labor Code. Determination of whether a
self-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
Consultant, if a program of self-insurance is provided, shall waive all rights of subrogation
against the Town and its officers, officials, employees, and volunteers for loss arising from
work performed under this Agreement.
4.2 Commercial General and Automobile Liability/ Insurance.
4.2.1 General requirements. Consultant, at its own cost and expense, shall maintain
commercial general and automobile liability insurance for the term of this
Agreement in an amount not less than $1,000,000 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.
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:
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The Insurance shall cover on an occurrence or an occurrence basis, and
not on a claims -made basis.
Town, its officers, officials, employees, and volunteers are to be covered
as insureds as respects: liability arising out of work or operations
performed by or on behalf of the Consultant; or automobiles owned,
leased, hired, or borrowed by the Consultant
C. For any claims related to this Agreement or the work hereunder, the
Consultant's insurance covered shall be primary insurance as respects
the Town, its officers, officials, employees, and volunteers. Any insurance
or self-insurance maintained by the Town, its officers, officials, employees,
or volunteers shall be excess of the Consultant's insurance and shall not
contribute with it.
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. Consultant, at its own cost and expense, shall maintain
for the period covered by this Agreement professional liability insurance for
licensed professionals performing work pursuant to this Agreement in an amount
not less than $1,000,000 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.
Insurance must be maintained and evidence of insurance must be
provided for at least five years after completion of the Agreement or the
work, so long as commercially available at reasonable rates.
C. If coverage is canceled or not renewed and it is not replaced with another
claims -made policy form with a retroactive date that precedes the date of
this Agreement, Consultant must purchase an extended period coverage
for a minimum of five years after completion of work under this
Agreement.
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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,
Consultant shall furnish Town with complete copies of all policies delivered to
Consultant by the insurer, including complete copies of all endorsements attached
to those policies. All copies of policies and endorsements shall show the signature
of a person authorized by that insurer to bind coverage on its behalf. If the Town
does not receive the required insurance documents prior to the Consultant
beginning work, it shall not waive the Consultant's obligation to provide them. The
Town reserves the right to require complete copies of all required insurance
policies at any time.
4.4.3 Deductibles and Self -Insured Retentions. Consultant shall disclose to and
obtain the written approval of Town for the self-insured retentions and deductibles
before beginning any of the services or work called for by any term of this
Agreement. At the option of the Town, either: the insurer shall reduce or eliminate
such deductibles or self-insured retentions as respects the Town, its officers,
employees, and volunteers; or the Consultant shall provide a financial guarantee
satisfactory to the Town guaranteeing payment of losses and related
investigations, claim administration and defense expenses.
4.4.4 Wasting Policies. No policy, except for professional liability 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. Consultant hereby agrees to waive subrogation which
any insurer or contractor may require from vendor by virtue of the payment of any
loss. Consultant agrees to obtain any endorsements that may be necessary to
affect this waiver of subrogation.
The Workers' Compensation policy shall be endorsed with a waiver of subrogation
in favor of the entity for all work performed by the consultant, its employees,
agents, and subcontractors.
4.4.6 Subcontractors. Consultant shall include all subcontractors as insureds under its
policies or shall furnish separate certificates and endorsements for each
subcontractor. All coverages for subcontractors shall be subject to all of the
requirements stated herein.
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4.5 Remedies. In addition to any other remedies Town may have if Consultant 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
Consultant's breach:
■ Obtain such insurance and deduct and retain the amount of the premiums for such
insurance from any sums due under the Agreement;
■ Order Consultant to stop work under this Agreement or withhold any payment that
becomes due to Consultant hereunder, or both stop work and withhold any payment,
until Consultant demonstrates compliance with the requirements hereof; and/or
■ Terminate this Agreement.
Section 5. INDEMNIFICATION AND CONSULTANT'S RESPONSIBILITIES.
Consultant 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 Consultant's 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 Consultant's obligation to defend and indemnify shall not be excused because of the Consultant's
inability to evaluate Liability or because the Consultant evaluates Liability and determines that the
Consultant is not liable to the claimant. The Consultant 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
Consultant 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 Consultant 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 Consultant accepts or rejects the
tender of defense, whichever occurs first.
With respect to third party claims against the Consultant, the Consultant waives any and all rights of any
type to express or implied indemnity against the Indemnitees.
Notwithstanding the forgoing, to the extent this Agreement is a "construction contract" as defined by
California Civil Code Section 2782, as may be amended from time to time, such duties of consultant to
indemnify shall not apply when to do so would be prohibited by California Civil Code Section 2782.
In the event that Consultant or any employee, agent, or subcontractor of Consultant 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, Consultant shall
indemnify, defend, and hold harmless Town for the payment of any employee and/or employer
contributions for PERS benefits on behalf of Consultant or its employees, agents, or subcontractors, as well
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as for the payment of any penalties and interest on such contributions, which would otherwise be the
responsibility of Town.
Section 6. STATUS OF CONSULTANT.
6.1 Independent Contractor. At all times during the term of this Agreement, Consultant shall
be an independent contractor and shall not be an employee of Town. Town shall have the
right to control Consultant only insofar as the results of Consultant's services rendered
pursuant to this Agreement and assignment of personnel pursuant to Subparagraph 1.3;
however, otherwise Town shall not have the right to control the means by which
Consultant accomplishes services rendered pursuant to this Agreement. Notwithstanding
any other Town, state, or federal policy, rule, regulation, law, or ordinance to the contrary,
Consultant and any of its employees, agents, and subcontractors providing services under
this Agreement shall not qualify for or become entitled to, and hereby agree to waive any
and all claims to, any compensation, benefit, or any incident of employment by Town,
including but not limited to eligibility to enroll in the California Public Employees Retirement
System (PERS) as an employee of Town and entitlement to any contribution to be paid by
Town for employer contributions and/or.employee contributions for PERS benefits.
6.2 Consultant Not an Agent. Except as Town may specify in writing, Consultant shall have
no authority, express or implied, to act on behalf of Town in any capacity whatsoever as an
agent. Consultant shall have no authority, express or implied, pursuant to this Agreement
to bind Town to any obligation whatsoever.
Section 7. LEGAL REQUIREMENTS.
7.1 Governing Law. The laws of the State of California shall govern this Agreement.
7.2 Compliance with Applicable Laws. Consultant 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, Consultant and any subcontractors
shall comply with all applicable rules and regulations to which Town is bound by the terms
of such fiscal assistance program.
7.4 Licenses and Permits. Consultant represents and warrants to Town that Consultant and
its employees, agents, and any subcontractors have all licenses, permits, qualifications,
and approvals of whatsoever nature that are legally required to practice their respective
professions. Consultant represents and warrants to Town that Consultant and its
employees, agents, any subcontractors shall, at their sole cost and expense, keep in effect
at all times during the term of this Agreement any licenses, permits, and approvals that are
legally required to practice their respective professions. In addition to the foregoing,
Consultant and any subcontractors shall obtain and maintain during the term of this
Agreement valid Business Licenses from Town.
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7.5 Nondiscrimination and Equal Opportunity. Consultant 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 Consultant under this
Agreement. Consultant shall comply with all applicable federal, state, and local laws,
policies, rules, and requirements related to equal opportunity and nondiscrimination in
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 Consultant thereby.
Consultant 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 Consultant.
Consultant may cancel this Agreement upon thirty (30) days' written notice to Town and
shall include in such notice the reasons for cancellation.
In the event of termination, Consultant shall be entitled to compensation for services
performed to the effective date of termination; Town, however, may condition payment of
such compensation upon Consultant delivering to Town any or all documents,
photographs, computer software, video and audio tapes, and other materials provided to
Consultant or prepared by or for Consultant or the Town in connection with this
Agreement.
8.2 Extension. Town may, in its sole and exclusive discretion, extend the end date of this
Agreement beyond that provided for in Subsection 1.1. Any such extension shall require a
written amendment to this Agreement, as provided for herein. Consultant understands and
agrees that, if Town grants such an extension, Town shall have no obligation to provide
Consultant with compensation beyond the maximum amount provided for in this
Agreement. Similarly, unless authorized by the Contract Administrator, Town shall have
no obligation to reimburse Consultant for any otherwise reimbursable expenses incurred
during the extension period.
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 Consultant recognize and agree that this
Agreement contemplates personal performance by Consultant and is based upon a
determination of Consultant's unique personal competence, experience, and specialized
personal knowledge. Moreover, a substantial inducement to Town for entering into this
Agreement was and is the professional reputation and competence of Consultant.
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Consultant may not assign this Agreement or any interest therein without the prior written
approval of the Contract Administrator. Consultant shall not subcontract any portion of the
performance contemplated and provided for herein, other than to the subcontractors noted
in the proposal, without prior written approval of the Contract Administrator.
8.5 Survival. All obligations arising prior to the termination of this Agreement and all
provisions of this Agreement allocating liability between Town and Consultant shall survive
the termination of this Agreement.
8.6 Options upon Breach by Consultant. If Consultant 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 Consultant pursuant to this Agreement;
8.6.3 Retain a different consultant to complete the work described in Exhibit A not
finished by Consultant; or
8�4—Gharge Consultant the differ -ase between the Gest to complete the wed
dGSGribed in Exhibit A, that is unfinished at the time of breaGh and the arnount tha
nmmpleted the work.
Section 9. KEEPING AND STATUS OF RECORDS.
9.1 Records Created as Part of Consultant's Performance. All reports, data, maps,
models, charts, studies, surveys, photographs, memoranda, plans, studies, specifications,
records, files, or any other documents or materials, in electronic or any other form, that
Consultant prepares or obtains pursuant to this Agreement and that relate to the matters
covered hereunder shall be the property of the Town. Consultant hereby agrees to deliver
those documents to the Town upon termination of the Agreement. It is understood and
agreed that the documents and other materials, including but not limited to those described
above, prepared pursuant to this Agreement are prepared specifically for the Town and are
not necessarily suitable for any future or other use. The Consultant will not be held
responsible for changes made to the records without Consultant's permission, nor for
liabilities arising from changes made to the records by parties other than the Consultant.
Town and Consultant 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.
9.2 Consultant's Books and Records. Consultant shall maintain any and all ledgers, books
of account, invoices, vouchers, canceled checks, and other records or documents
evidencing or relating to charges for services or expenditures and disbursements charged
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to the Town under this Agreement for a minimum of 3 years, or for any longer period
required by law, from the date of final payment to the Consultant to this Agreement.
9.3 Inspection and Audit of Records. Any records or documents that Section 9.2 of this
Agreement requires Consultant to maintain shall be made available for inspection, audit,
and/or copying at any time during regular business hours, upon oral or written request of
the Town. Under California Government Code Section 8546.7, if the amount of public
funds expended under this Agreement exceeds $10,000.00, the Agreement shall be
subject to the examination and audit of the State Auditor, at the request of Town or as part
of any audit of the Town, for a period of 3 years after final payment under the Agreement.
Section 10 MISCELLANEOUS PROVISIONS.
10.1 Attorneys' Fees. If a party to this Agreement brings any action, including an action for
declaratory relief, .to enforce or interpret the provision of this Agreement, the prevailing
party shall be entitled to reasonable attorneys' fees in addition to any other relief to which
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. Consultant shall prepare and submit all reports, written
studies and other printed material on recycled paper to the extent it is available at equal or
less cost than virgin paper.
10.7 Conflict of Interest. Consultant may serve other clients, but none whose activities within
the corporate limits of Town or whose business, regardless of location, would place
Consultant in a "conflict of interest," as that term is defined in the Political Reform Act,
codified at California Government Code Section 81000 et seq.
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Consultant shall not employ any Town official in the work performed pursuant to this
Agreement. No officer or employee of Town shall have any financial interest in this
Agreement that would violate California Government Code Sections 1090 et seq.
Consultant hereby warrants that it is not now; nor has it been in the previous 12 months,
an employee, agent, appointee, or official of the Town. If Consultant was an employee,
agent, appointee, or official of the Town in the previous twelve months, Consultant
warrants that it did not participate in any manner in the forming of this Agreement.
Consultant understands that, if this Agreement is made in violation of Government Code §
1090 et seq., the entire Agreement is void and Consultant will not be entitled to any
compensation for services performed pursuant to this Agreement, including reimbursement
of expenses, and Consultant will be required to reimburse the Town for any sums paid to
the Consultant. Consultant understands that, in addition to the foregoing, it may be subject
to criminal prosecution for a violation of Government Code § 1090 and, if applicable, will
be disqualified from holding public office in the State of California.
10.8 Solicitation. Consultant agrees not to solicit business at any meeting, focus group, or
interview related to this Agreement, either orally or through any written materials.
10.9 Contract Administration. This Agreement shall be administered by Deborah Padovan,
City Clerk ("Contract Administrator"). All correspondence, communications and meetings
shall be directed to or through the Contract Administrator or his or her designee. The
Consultant shall only take direction regarding the services provided under this Agreement
from the Contract Administrator. Furthermore, Consultant agrees that the Contract
Administrator shall be included any meeting, teleconference or written communication
between any Town representative including Committee members and the Consultant. The
Town may modify the Contract Administrator at any time upon providing written notice to
the Consultant.
10.10 Notices. Any written notice to Consultant shall be sent to:
The Shalleck Collaborative, Inc.
1553 Martin Luther King Jr. Way
Berkeley, CA 94709
Any written notice to. Town shall be sent to:
Deborah Padovan, City Clerk
Town of Los Altos Hills
26379 Fremont Road
Los Altos Hills, CA 94022
10.11 Professional Seal. Where applicable in the determination of the contract administrator,
the first page of a technical report, first page of design specifications, and each page of
construction drawings shall be stamped/sealed and signed by the licensed professional
responsible for the report/design preparation. The stamp/seal shall be in a block entitled
Consulting Services Agreement between March 23, 2023
Town of Los Altos Hills and The Shalleck Collaborative, Inc. Page 12 of 13
"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 represents the entire and integrated agreement between
Town and Consultant and supersedes all prior negotiations, representations, or
agreements, either written or oral.
Exhibit A Scope of Services
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.
The Parties have executed this Agreement as of the Effective Date.
TOWN OF LOS ALTOS HILLS
Peer Emh�a
Peter Pirnejad (Mar 23-,2023 23:19 PDT)
Peter Pirnejad, City Manager
Attest:
Approved as to Form:
Steven Mattas
Steven T. Mattas, Town Attorney
1070873.1
CONSULTANT
Adam Shalleck (Mar23, 202315:31 PDT)
Adam Shalleck
President, The Shalleck Collaborative, Inc.
Consulting Services Agreement between March 23, 2023
Town of Los Altos Hills and The Shalleck Collaborative, Inc. Page 13 of 13
EXHIBIT A
ON - a 4 N 9 " A 0 ["1
Consulting Services Agreement between March 17, 2023
Town of Los Altos Hills and The Shalleck Collaborative, Inc. Page 1 of 1
EXHIBIT B
COMPENSATION SCHEDULE
Consulting Services Agreement between [March 23, 2023]
Town of Los Altos Hills and Shalleck Collaborative --Exhibit B Page 1 of 1
The Shalleck Collaborative Ine. EXHIJIT A
3 Desien of'rheatres I Prodiietic
January 31, 2023
The Town of Los Altos Hills
26379 Fremont Road
Los .Altos Hills, CA 94022
Tel: 650-941-7222
Attn: Deborah Padovan
dnadovan C@losaltoshills.ca. aov
re: Los Altos Hills — Town Council Chambers
Proposal for AV Consulting Services
Dear Deborah,
Thank you for inviting The Shalleck Collaborative, Inc. (The SC) to join your design team for upgrades
to the AV and Broadcast Lighting systems at the Los Altos Hills Town Council Chambers. In response
to your request, we are pleased to submit the following proposal for Audio Visual (AV) consulting
services. If authorized to proceed, this proposal would become the agreement or the scope of work
attachment to a formal agreement based on standard AIA documents.
We would also like to take this opportunity to suggest that other trades may be required to complete the
project, depending on extent of work. In this case, an electrical engineer maybe required. If so, we can
retain an electrical engineer under our contract if desired.
Proposed Approach
We have honed our approach to the design of Town/City Council Chambers over the years. At the core
of our method is stakeholder engagement. We conduct initial interviews with all stakeholders to fully
understand expectations and discuss solutions. As we move through design, we conduct ongoing review
sessions to ensure we're on track and on budget. Parallel to those efforts, we arrange for any necessary
hardware demonstrations, so the users will have a clear understanding of how they'll use the system.
Finally, we assist with bid interviews and site walks to ensure the selected AV integrator will deliver the
project as desired.
Project Description
This proposal assumes the project to include updates and upgrades to the audio/video and lighting
systems as outlined below. The project will be administered as a town -funded, design -bid -build project
and under the jurisdiction of the local authorities.
Scope of Work
Field of Responsibility
The SC's work will be in two basic areas of consultation: architectural and engineering aspects that
affect the facility's function as a council chamber, and the AV and Broadcast Lighting systems and
accommodations. Typical architectural and engineering guidance includes:
■ Audience chamber design and sightlines
■ Structural, mechanical, and electrical criteria for AV and Lighting systems
1J53 Martin Luther. lking,Ir. way Berkeley, CA 94709 t04115-956-4100
The ShallCollaborative
Planning and,Design of Theatres I Production Systems AU"
AV Systems Documentation
This proposal includes planning, criteria, design and oversight as described below for the following AV
Systems:
Council Chambers/Broadcast Room
o Complete HD broadcast system with switcher/router/cameras/controls/CG/etc.
o Complete virtual/hybrid digital meeting integration (WebEx/Zoom/Teams/etc.)
o Complete audio/video presentation system with wired & wireless connections
o Touchpanel control system
o Dais mic/speaker systems (w/ voting and/or request to speak)
o Agenda management/streaming/recording platform integration
o Assistive Listening
o Speaker timer system
o Bulletin Board system for local -access TV channel and/or digital signage
o Option for LED video display to replace existing front projection*
o Option for Live and/or AI -based Closed Captioning
o Option for Live and/or AI -based Translation
o Cabling infrastructure
o Broadcast Lighting Systems*
o Training/Warranty/SLA package
Lobby/Overflow
o Updates as needed to lobby and/or ancillary room AV systems for overflow audio/video
and/or digital signage
* Requires electrical engineer (see below)
Electrical Engineering
If necessary to accommodate the addition of an LED display, Broadcast Lighting, and/or other related
electrical systems, an electrical engineer would be required. Electrical engineering services are not
included in this scope of work but can be added as an additional service. Alternately, the Town may
elect to engage an electrical engineer directly.
Related Services Limits
Related structural support elements shall be the responsibility of a Structural Engineer, engaged
directly by the awarded contractor.
The AV equipment will be specified in Division 27 of the specifications. All related electrical design,
components and services that control or fall under Division 26 shall be the responsibility of the
Electrical Engineer. For low voltage systems, this proposal includes specification of wiring devices,
point to point diagrams, infrastructure criteria, AV conduit size & wire types, but not design or
documentation of the Div. 26 infrastructure such as electrical conduit size and route, power wire, back
boxes, or any power systems.
This proposal assumes that all building -integrated systems are designed, coordinated, documented and
bid within the base building design and construction process.
The SC will not be providing services in acoustics/noise isolation or tel/data/IT in this scope of work.
Los Altos Hills - Town Council Chambers January 31, 2023
Proposal for AV Consulting Services Page 2 of 7
The Shalleck Collaborative ins.
)esignof,rhealres I Proanc-tir
Professional stamping and representation to building agencies is not included in this scope of work. In
our experience, professional stamping of AV systems documents is not normally required by building
agencies.
Design Phase
Based upon a written authorization, we will provide the following services during the Design phase of
the project:
Design: Within our field of responsibility, we will develop a schematic design in the areas for which we
are responsible. We will work within the context of the project to determine the best use of available
resources with the intent of maximizing aesthetic impact and system functionality. Review and advice
will take place in meetings as outlined below and be issued in the form of written memoranda and
sketches as required.
Product Demonstrations: We will identify products that the user group may like to see in person
and arrange for on-site and/or virtual demonstrations as needed. Products may include
mic/speaker/voting/request-to-speak devices at dais, AI -based captioning and/or translation systems,
automated broadcast switching,
Engineering Accommodations: We will provide guidance on the required engineering
accommodations. Review and advice will take place in meetings as outlined below and be issued in the
form of sketches and written reports and memoranda.
AV Systems Narrative: We will provide a narrative that outlines the approach to be taken for AV
systems within our field of responsibility.
AV Systems Budget Recommendations: We will provide budget recommendations for the systems
in our scope.
AV Systems Documentation: We will provide four milestone drawings and specifications sets.
Deliverables will include contract document -level documents that shall set forth in detail the systems
within our field of responsibility, sufficient to bid and construct the systems, and to be used for
coordination with other Consultants.
Drawings will be developed in the current release of AutoCAD or Revit and specifications will be in
standard CSI format. Documents will be provided electronically only.
Review: We will provide a thorough review of one preliminary set and the final set of drawings to aid
in the overall coordination of the documents. Recommendations will be provided in a written report
and/or marked -up drawings.
Meetings: Meetings and related travel during the Design phase of the project within this proposal are
limited to:
■ Four partial days of meetings in Los Altos Hills, CA
■ Virtual meetings as needed
Los Altos Hills - Town Council Chambers January 31, 2023
Proposal for AV Consulting Services Page 3 of 7
The Shalleck Collaborative
Planning incl Design of.=rheahes ( Production systems J;AV
Agency Review/Bidding
Agency Review: We will be available by telephone to answer questions from the Building Agency
within our field or responsibility. Agency meetings or exhaustive code analysis will be considered an
additional service.
Bidding: We will answer bid questions, review bids and advise the Client as to their completeness
relative to the bid documents.
Pre -Bid Meeting: Meetings and related travel during the Bidding phase of the project within this
proposal are limited to:
One pre-bid meeting in Los Altos Hills, CA
Redesign: Should it be necessary to invoke substantial redesign of the systems for which we are
responsible due to the receipt of bids over the Client's approved budget and contingency for those
systems, we will provide revised documents at no additional cost. Any redesign efforts due to overages
outside of our systems responsibility, or revisions in their criteria or scope based on other Consultants
work will be considered an additional service.
Construction Administration Phase
Based upon the successful award of the contract for construction and authorization to proceed, we will
provide construction administration services as outlined herein within our field of responsibility.
RFI's, bulletins and change orders: We will respond to issues that arise within our field of
responsibility.
Shop Drawings: Within i o business days after receipt, we will review and stamp up to two
submissions of shop drawings for each specification section we author. We will review shop drawings of
systems directly related or adjacent to system function such as structural and sprinkler layouts in AV
spaces, mechanical and related electrical. For areas outside of our field, we will provide a letter of
comments and/or mark-ups, but we will not stamp them.
Intermediate Site Visits: We will visit the site during construction at times appropriate to observe
the work in progress in conformance with the design intent of the bid documents and to discuss and
assist in coordinating solutions. We will provide a written report after each visit. Intermediate site visits
and related travel within this scope of work will be limited to:
■ Two partial personnel -day visits
Final Checkouts: Based upon written notice from the Contractor that the work within our field is
complete, we will provide a preliminary and a final checkout of systems in our scope. A written
punchlist will be provided. Further backcheck of systems will be considered an additional service. We
will include in our specifications a clause stating that if we are requested to review systems that are
incomplete in actuality, the Contractor will be backcharged for a repeat checkout. Checkout time will be
limited to:
■ Four personnel -days of checkout sessions
Los Altos Hills - Town Council Chambers January 31, 2023
Proposal for AV Consulting Services Page 4 of 7
The Shalleck Collaborative inn.
Plafining and Design of'rheatres I Production Systems I AV
Project Schedule
This proposal assumes the following schedule:
■ Design February — April 2023
■ Agency Review/Bid May — June 2023
■ Construction Administration July — December 2023
Should this schedule be extended due to causes other than our own, our fees will be equitably adjusted.
Fees
Compensation for the services outlined herein will be billed on a fixed fee plus reimbursable expenses
basis. Fees will be as follows. Expenses are not included in these fees.
Phase Base Fee
■ Design $27,500
■ Agency Review/Bid $2,500
■ Construction Administration $14,500
■ Total Fee $44,500
The Shalleck Collaborative's hourly rates for 2023 are as follows:
Employee Rate
■ Principal $185-$28o
■ Project Manager and Systems Designer $140-$185
■ Draftsperson $130-$150
These rates may be adjusted annually as of January 1st of each year. Invoices will be issued monthly and
are due within 3o days.
Reimbursable Expenses
Reimbursable expenses are not included in the fee limits quoted above. Expenses will be billed at cost
plus a 1o% mark-up. Expenses typically include:
■ Travel to meetings and the project site from Berkeley, CA
■ Meals during meetings or site visits
■ Exchange or cancellation fees for canceled or rescheduled meetings
■ Printing/plotting costs and delivery charges
Expenses beyond of the number of printings or meetings/site visits as outlined above shall be billed as
an additional service.
Additional Compensatory Items
Where the Architect is mentioned in materials and promotion for the project, The Shalleck
Collaborative, Inc. will be credited as AV Consultant.
Los Altos Hills - Town Council Chambers January 31, 2023
Proposal for AV Consulting Services Page 5 of 7
The Shalleek Collaborative Ine.
!'Innning and Design of Theatres I Production systems fAV
Additional Services
Services outside of those within this proposal will be considered additional and will not be provided
unless authorized in writing by the Architect. They will be provided on a time and materials basis and
billed at the rates listed above.
Termination
An agreement may be terminated by either party should the other party fail substantially to perform
under the terms of the agreement, and after good faith has been extended by stipulating in writing that
cause is immanent. Termination shall be effective ten working days after written notice is received. Fees
and expenses shall be paid to The SC through the time that termination becomes effective and shall
include fees related to the orderly termination of this agreement including but not limited to
demobilization, associated overhead costs and all other expenses directly resulting from the
termination.
Ownership and Use of the Documents
All reports, drawings, specifications, computer files, field data, notes and other documents and
instruments (collectively called "the documents") prepared by The SC as instruments of service shall
remain the property of The SC. The SC shall retain all common law, statutory and other reserved rights
including copyright thereto. License to use and reprint the documents for use on this specific project by
the Client shall be granted. No party outside of The SC may reuse or make any modification to the
documents without the prior written authorization of The SC.
The Client shall agree, to the fullest extent permitted by law, to indemnify and hold harmless The SC, its
officers, directors, employees and its subconsultants against any damages, liabilities or costs, including
reasonable attorneys' fees and defense costs, arising from or allegedly arising from or in any way
connected with the unauthorized reuse or modification of the documents by the Client or any person or
entity that acquires or obtains the documents from or through the Client without the written
authorization of The SC.
Other Terms and Conditions
When included in The SC's scope of services, budget recommendations are prepared on the basis of The
SC's experience and qualifications and represent The SC's judgment as a professional generally familiar
with the industry. However, since The SC has no control over the cost of labor, materials, administrative
means, timing, equipment or services furnished by others, Contractors' methods of determining prices,
or competitive bidding or market conditions, The SC can not and does not guarantee that proposals,
bids, or actual construction cost will not vary from The SC's budget recommendations.
Record document services or plotting on materials other than vellum/bond are not included in this
proposal but are available as an additional service.
Neither warranty nor post occupancy services are included in this proposal.
Work with respect to the discovery, identification or remediation of hazardous materials is not included
in this proposal.
We will not provide marketing or fundraising materials for the facility.
Los Altos Hills - Town Council Chambers January 31, 2023
Proposal for AV Consulting Services Page 6 of 7
rhe Shalleck Collaborative Inc.
Planning and Design of Theatres I Production Systems I AV
Other terms shall be per an applicable standard AIA contract to be executed shortly after notice to
proceed.
Authorization
If this proposal is accepted, please return one originally signed copy or forward an agreement of your
making for our review and signature. If work is to begin prior to the execution of a contract, we will
require a written authorization to proceed and letter of intent that references this proposal. Should an
agreement not be reached for any reason after authorization to proceed is issued, all fees and expenses
provided through the date of such resolution shall be paid to The SC.
We look forward to working with you.
Ian Hunter,, CTS -D
Principal, The Shalleck Collaborative, Inc.
Agreed:
P er Pirh �ad_
Peter Pirnejad (Mar 23, 2023 23:19 PDT)
Name, Title
Signature:
Steve Mattas(Mar 23,202316:29 PDT)
Email: stevem@meyersnave.com
Los Altos Hills - Town Council Chambers
Proposal for AV Consulting Services
date
Signature
Email: dpadovan@losaltoshills.ca.gov
January 31, 2023
Page 7 of 7
Deborah Padovan
From: Ian Hunter - Shalleck Collaborative <ian@shalleck.com>
Sent: Friday, March 24, 2023 11:31 AM
To: Deborah Padovan
Cc: Hannah Brown - The Shalleck Collaborative
Subject: RE: Signature requested on "Shalleck Collaborative Consulting Agreement -The SC edits"
Hi Deborah -
We're OK with crossing out the. "termination" section from our scope document.
Do you need me to send a new version with the language removed, or will you cross it on your end?
Thanks -
Ian Hunter, CTS -D
Principal
The Shalleck Collaborative, Inc.
Direct Tel. 415/814-1564
From: Deborah Padovan <dpadovan@losaltoshills.ca.gov>
Sent: Friday, March 24, 2023 7:58 AM
To: Ian Hunter - Shalleck Collaborative <ian@shalleck.com>
Subject: FW: Signature requested on "Shalleck Collaborative Consulting Agreement -The SC edits"
Good morning. Can you help with this? This is the last piece needed to start putting things in motion.
Thank you.
From: Deborah Padovan
Sent: Thursday, March 23, 2023 4:37 PM
To: Hannah Brown - The Shalleck Collaborative <Hannah shalleck.com>
Subject: FW: Signature requested on "Shalleck Collaborative Consulting Agreement -The SC edits"
Hannah,
Hi. Please see the request from the City Attorney below and let me know if you are in agreement with the deletion to
the scope of work.
Thanks.
Deborah
From: Mattas, Steven <stevem@meyersnave.com>
Sent: Thursday, March 23, 2023 4:30 PM
To: Deborah Padovan <dpadovanlosaltoshllls.ca.gov>
Subject: RE: Signature requested on "Shalleck Collaborative Consulting Agreement The SC edits"
Deborah,
I have approved the contract as to form but there one change to the Shalleck scope document that is
necessary. Specifically, the/Termination section should be crossed out as it conflicts with language in the Town's form
agreement that Shalleck has agreed to. Please cross out that language and also obtain an email from Shalleck
confirming that they agree with the deletion and include that with the file copy of the agreement.
Thanks,
From: Adobe Sign on behalf of Deborah Padovan <adoesign adobesign.com>
Sent: Thursday, March 23, 2023 3:32 PM
To: Mattas, Steven <stevem meyersnave.com>
Subject: Signature requested on "Shalleck Collaborative Consulting Agreement—The SC edits"
[EXTERNAL E-MAIL]
After you sign Shalleck Collaborative Consulting Agreement _The SC edits, the
agreement will be sent to ppirnejad@losaltoslaills.ca.gov and Deborah Padovan. Then, all
parties will receive a final PDF copy by email.
2