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CONSULTING SERVICES AGREEMENT BETWEEN
THE TOWN OF LOS ALTOS HILLS AND
COTTON,SHIRES AND ASSOCIATES,INC.
THIS AGREEMENT for consulting services is made by and between the Town of Los Altos Hills
("Town")and Cotton, Shires and Associates, Inc. ("Consultant")(together referred to as the Parties")as of
Seri- I ,2016(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 on
Se Leo:*k and Consultant shall complete the work described in Exhibit A on or
be ore 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 tern 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.
1.5 Public Works Requirements. Because the services described in Exhibit A include"work
performed during the design and preconstruction phases of construction including, but not
limited to, inspection and land surveying work;the services constitute a public works
within the definition of Section 1720(a)(1)of the California Labor Code. As a result,
Consultant is required to comply with the provisions of the Labor Code applicable to public
works,to the extent set forth in Exhibit C. Consultant shall waive,indemnify,hold
harmless, and defend Town concerning any liability arising out of Labor Code Section
1720 of seq.
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Section 2. COMPENSATION. Town hereby agrees to pay Consultant not to exceed $26,500.00,
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.
Consultant and Town acknowledge and agree that compensation paid by Town to Consultant under this
Agreement is based upon Consultants 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.
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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.
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 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.
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
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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
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 Employers Liability Insurance for any
and all persons employed directly or indirectly by Consultant. The Statutory Workers'
Compensation Insurance and Employers 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.
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4.2.3 Additional requirements. Each of the following shall be included in the
insurance coverage or added as a certified endorsement to the policy:
a. The Insurance shall cover on an occurrence or an occurrence basis, and
not on a claims-made basis.
b. Town,its officers,officials, employees,and volunteers are to be covered
as insureds as respects: liability arising out of work or operations
performed by or on behalf of the Consultant; or automobiles owned,
leased,hired,or borrowed by the Consultant
c. For any claims related to this Agreement or the work hereunder,the
Consultants 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 Consultants 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.
b. Insurance must be maintained and evidence of insurance must be
provided for at least five years after completion of the Agreement or the
work, so long as commercially available at reasonable rates.
c. If coverage is canceled or not renewed and it is not replaced with another
claims-made policy form with a retroactive date that precedes the date of
this Agreement, Consultant must purchase an extended period coverage
for a minimum of five years after completion of work under this
Agreement.
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d. A copy of the claim reporting requirements must be submitted to the Town
for review prior to the commencement of any work under this Agreement.
4.4 All Policies Requirements.
4.4.1 Acceptability of insurers. All insurance required by this section is to be placed
with insurers with a Bests' rating of no less than A:VII.
4.4.2 Verification of coverage. Prior to beginning any work under this Agreement,
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 Consultants 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 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 negligent
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 Consultants
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 Consultants 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 capaTown 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 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 Consultants 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
8.6.4 Charge Consultant the difference between the cost to complete the work
described in Exhibit A that is unfinished at the time of breach and the amount that
Town would have paid Consultant pursuant to Section 2 if Consultant had
completed the work.
Section 9. KEEPING AND STATUS OF RECORDS.
9.1 Records Created as Part of Consultant's Performance. All reports,data,maps,
models,charts,studies, surveys,photographs, memoranda, plans, studies,specifications,
records,files,or any other documents or materials, in electronic or any other form,that
Consultant prepares or obtains pursuant to this Agreement and that relate to the matters
covered hereunder shall be the property of the Town. Consultant hereby agrees to deliver
those documents to the Town upon termination of the Agreement. It is understood and
agreed that the documents and other materials,including but not limited to those described
above, prepared pursuant to this Agreement are prepared specifically for the Town and are
not necessarily suitable for any future or other use. Town and Consultant agree that,until
final approval by Town,all data, plans,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
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.
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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 attomeys'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 Monterey 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 Ad,
codified at California Government Code Section 81000 et seq.
Consultant shall not employ any Town official in the work performed pursuant to this
Agreement. No officer or employee of Town shall have any financial interest in this
Agreement that would violate California Government Code Sections 1090 et seq.
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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 Richard Chiu
('Contract Administrator'). All correspondence shall be directed to or through the Contract
Administrator or his or her designee.
10.10 Notices. Any written notice to Consultant shall be sent to:
Cotton, Shires and Associates, Inc.
Attn: David T. Schrier
330 Village Lane
Los Gatos, CA 95030
Any written notice to Town shall be sent to:
Town of Los Altos Hills
Attn:Tina Tseng
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
'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.
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Town of Los Altos Hills and Cotton, Shires and Associates, Inc. Page 12 of 14
10.12 Integration. This Agreement, including the scope of work attached hereto and
incorporated herein as Exhibits A. B.and C represents the entire and integrated
agreement between Town and Consultant and supersedes all prior negotiations,
representations,or agreements,either written or oral.
Exhibit A Scope of Services
Exhibit B Payment Schedule
Exhibit C Public Works Requirements
10.13 Counterparts. This Agreement may be executed in multiple counterparts,each of which
shall be an original and all of which together shall constitute one agreement.
Consulting Services Agreement between
Town of Los Altos Hills and Cotton,Shires and Associates, Inc. Page 13 of 14
4
The Parties have executed this Agreement as of the Effective Date.
TOWN OF LOS ALTOS HILLS CONSULTANT
CM Cahill,City Manager David T.Schrier, Principal Geotechnical Engineer
(Attest:
Deborah L. Padovan,City Clerk
Approved as to rm:
mis
Steven T. Mattas, ity Attorney
Consulting Services Agreement between
Town of Los Altos Hills and Cotton, Shires and Associates, Inc. Page 14 of 14
G
EXHIBIT A
SCOPE OF SERVICES
Consulting Services Agreement between
To of Los Altos Hills and Cotton, Shires and Associates, Inc
Exhibit A Page 1 of 1
Exhibit A
rimCOTTON, SHIRES AND ASSOCIATES, INC.
CONSULTING ENGINEERS AND GEOLOGISTS
Revised August 5, 2016
December 2, 2013
P5563
TO: Mr. Richard Chiu
Director of Public Works/City Engineer
TOWN OF LOS ALTOS HILLS
26379 Fremont Road
Los Altos Hills, California 94022
SUBJECT: Proposal for Geotechnical Investigation and Cost Estimation
RE: Eastbrook Avenue Annexation Area
Dear Mr.Chiu:
At your request, we have prepared this proposal for geotechnical services. We
understand that the Town would like Cotton, Shires and Associates, Inc. (CSA) to
investigate geotechnical conditions beneath Eastbrook Avenue.The subject areas extend
from approximately 100 feet south of the intersection with Putter Way to approximately
400 feet south of the intersection with Entrada Place. The intent of the subsurface
investigation is to characterize the distribution and properties of earth materials beneath
the roadway that are causing observed pavement displacement/distress. Geotechnical
analysis will be completed to assist us in developing design options, recommended
geotechnical design criteria for mitigation design, and construction cost estimates. Cost
estimates will likely include addressing necessary drainage improvements and
pavement repair/reconstruction.
We understand that our work is to include a limited topographic survey to
determine surface runoff gradients, prepare transverse sections through the road and
adjoining slope (as possible), and to accurately locate exploratory borings. We also
understand that the Town would like a bound geotechnical investigation (report) to be
prepared as part of our work.
We are proposing the following Scope of Work, Schedule and Fee to perform the
work.
SCOPE OF WORK
I. Field Investigation
A. Limited To•otra•hic Surve and Field Ma -- We will
complete a limited topographic survey of the subject section of
Eastbrook Avenue. An engineering geologic map of the roadway
Northern California Office Central California Office Southern California Office
330 Village Lane 6417 Dogtown Road 2804 Camino Dos Rios.Suite 201
Los Gatos.CA 9503077218 San Andreas,CA 95249-9640 Thousand Oaks,CA 91320-1170
(405)354-5542•Fax(408)354-1852 (2091 736-4252•Fax(209)736-1212 (805)375-1050•Fax(8D5)375-1039
www.cottonshires.com
Revised August 5,2016
Mr. Richard Chiu December 2,2013
Page 2 P5563
alignment, focusing on the distribution of existing artificial fill
materials and native earth materials, will be also prepared using
the topographic survey as a base map. Engineering geologic cross
sections will be prepared to illustrate the subsurface distribution
of earth materials and to display multiple profiles across the
existing roadway.
B. Subsurface Investigation - Based on our reconnaissance of the
site, we anticipate that a rubber tire drill rig can be utilized for
subsurface exploration. We will layout borings, contact
underground service alert for underground utility marking, and
adjust boring locations as necessary. We will also provide the
county with necessary traffic control plans and apply for
encroachment permits. Approximately 7 exploratory borings will
be advanced and logged (depth range 20 to 40 feet) to aid in our
interpretation of subsurface conditions. Selected samples will be
collected for laboratory testing to determine geotechnical
properties and design criteria parameters. We have budgeted for 3
days of exploratory drilling. CSA will provide traffic control
during drilling.
I1. Geotechnical Analysis
A. Laboratory Testing - Representative samples from the field
exploration program will be tested for shear strength and index
properties to help provide a basis for mitigation design criteria.
B. Geotechnical Analysis - Based on the collected field data, and
laboratory test results, suitable conceptual design options will be
developed, and recommended design criteria parameters will be
formulated. Rough construction cost estimates will be prepared
for each alternative and for needed drainage improvements and
pavement section repair/replacement.
lll. Geotechnical Report
A. Preparation of Report - Results of our Geotechnical Investigation
will be presented in a letter report with accompanying maps and
cross sections. Recommended mitigation measure design criteria
will be presented.
COTTON,SHIRES AND ASSOCIATES, INC.
V
Revised August 5,2016
Mr. Richard Chiu December 2,2013
Page 3 P5563
SCHEDULE
We are prepared to begin the surveying and mapping work within two weeks of
receipt of authorization to proceed. We will complete Tasks I through III (outlined
above) in roughly 5 to 7 weeks after completing subsurface investigation.
FEE
We propose to bill the Town for our services on a time-and-expenses basis in
accordance with attached Schedule of Charges Limitations and Terms (minus 10%
discount on hourly rates). We estimate the following fees for the Task I through III
described above will not exceed$26,500 (including drilling and laboratory subcontractor
costs). We will invoice the Town on a monthly basis for a total not-to-exceed $26,500 for
Tasks I through III without prior written approval. The following is a breakdown of our
estimated fees for tasks described above:
Task Fee
Field Investigation $15,500 to$16,500
II. Geotechnical Analysis Services $5,000 to$6,000
III. Geotechnical Report $3,000 to$4,000
ASSUMPTIONS
The proposed scope of work is based on the following assumptions: 1) we are
provided with all available information regarding buried utilities or improvements
prior to the drilling, and we will take every precaution, but COTTON, SHIRES AND
ASSOCIATES, INC. assumes no responsibility for damage to unmarked utilities; 2)
project services do not include an evaluation of the site for determining the presence or
absence of wetlands or hazardous or toxic materials in the soil, bedrock, surface water,
groundwater,or air, on, or below or around this site;3) any delays/standby time due to
conditions beyond our control such as security checks, site restrictions, obstructions at
boring locations, etc. will be invoiced additionally on a time-and-expenses basis; and 4)
this investigation does not include a determination of sulfates or the corrosive nature of
the soil,if such a determination is required we can provide one for an additional fee.
AGREEMENT
If you agree with the Scope of Work, Schedule, and Fee outlined above, as well
as the Schedule of Charges, Limitation and Terms on file with the Town as part of our
existing contract, please sign one copy of this proposal and return it to our office.
COTTON,SHIRES AND ASSOCIATES, INC.
400
Revised August 5,2016
Mr. Richard Chiu December 2,2013
Page 4 P5563
Receipt of the signed proposal will constitute authorization for us to proceed. The CSA
registration number with the State Department of Industrial Relations (DIR) is
1000032571.
We look forward to providing you with the professional services discussed
above.If you have any questions,or need addition] information, please contact us.
Respectfully submitted,
COTTON,SHIRES AND ASSOCIATES, INC.
S
Ted ayre
Principal Engineering Geologist
CEG 1795
Reviewed By: �) ` . ic
David T.Schrier
Principal Geotechnical Engineer
GE 2334
Approved and Authorized By Date
TS:DTS:kc
Attachments: Schedule of Charges
COTTON,SHIRES AND ASSOCIATES, INC.
V
EXHIBIT B
COMPENSATION SCHEDULE
Consulting Services Agreement between [08/24/16]
Town of Los Altos Hills and Cotton, Shires and Associates, Inc
Exhibit B
`e Exhibit B
COTTON SHIRES AND ASSOCIATES,INC.
SCHEDULE OF CHARGES,LIMITATIONS AND TERMS FOR PROFESSIONAL SERVICES(Page l of 21
January 2016
Personnel Charges Expert Witness Consultation Charges
Senior Principal Engineer/Geophysicist $275/hr Expert witness testimony for court appearances and binding arbitrations
Principal Geologist/ $230/hr shall be charged on a daily basis (minimum one day increments)at a
P fi Engineerrate of$3,960 per day. Deposition testimony shall be charged ata rate of
Supervising Geologist/Engineer $195/hr $495 per hour (minimum one how charge). Preparation time for
Senior Geologist/Engineer $165/hr depositions or
ti
court appearances shall be charged on a me-and-
SeniorGlSSpeciWist $165/hr expense basisin accordance with the Personnel, Equipment, and
Expense charges listed herein.
Senior Staff Geologist/Engineer $150/hr
Staff Geologist/Engineer $130/hr Laboratory Testing and Geophysical Service Charges
Field/laboratory Technician $110/hr Laboratory testing and geophysical services shall be charged on a time-
Technical Illustrating $105/hr and-materials basis in accordance with the Personnel, Equipment,and
Clerical/Accounting $g0/hr Expense charges listed herein.
Equipment and Supply Chorea Laboratory samples shall be stored for 60 days after the date of final
report submittal unless special arrangements are made for longer
Inclinometer System $175/day storage.
Piezometer Data Acquisition System $100/day Expense Charges fReceipted Costs Plus 15%1
Total Station Surveying Equipment $250/day
• Travel expenses including air fare, lodging, vehicle rental, etc.
GPS Surveying Equipment 5350/day (either actual receipted costs plus 15% for meals or a flat
Nuclear Moisture/Unit Weight Gauge $150/day subsistence charge of$65 per diem for overnight stay shall be
Rope Climbing Safety Equipment $250/day charged in addition to the lodging cost)
MWfilTarmel5eismo Seismograph stem and ReMiExcavation subcontractors and expendable field supplies
gray y .... $300/day Reproduction of drawings
Vehicle Mileage(or Current IRS Approved Rate) $.54/mi Film,film development,and photograph printing
Aircraft Mileage or Current IRS Approved Rate) $1.29/nmi Special fees,permits,insurance,etc.
Photocopying(B&W-Color) $ .20-50/copy Conference call telephone costs
En Format) $ 50 ft2 Special mail service(au,electronic,courier,etc.)
Engineering(large Copier / Special equipment rental
Computer Assisted Color Plotting $12/sq.ft. Special consultant fees
Limitations and Terms for Professional Services
AGREEMENT-This Schedule of Charges,Limitations and Terms for Professional Services as an attachment to a signed Proposal or Client Contract
constitutes an"Agreement"between COTFON,SHIRES AND ASSOCIATES,INC.(CSA)and the Client. Client has authorized commencement of
the work under this Agreement by signing the"Approved by"section of the Proposal or Contract. The Agreement is hereby incorporated and made
part of the Contract between the parties. In consideration of the mutual Agreement set forth herein and intending to be legally bound,the parties
hereto agree as to the following:
Invoicing and Payment-Client shall pay CSA compensation as outlined in the Proposal or at the rates determined in the above Schedule
of Charges and according to the payment terms below. Invoices may be prepared and submitted by CSA on a monthly basis or when the work is
completed,at CSA's option. Payment is due upon receipt and is past due thirty(30)days from date of invoice. A service charge of 1.5% per month,
or the maximum amount allowed by law, will be charged on past due accounts. Payments by Client will thereafter be applied first to accrued
interest and then to the principal unpaid balance. Any attorney fees,court costs,or other costs incurred in collection of delinquent accounts shall be
paid by the Client If payment of invoices k not current,CSA may suspend performing further work at no liability to CSA.
Relationship between CSA and Client-CSA is retained by the Client to investigate and to consult with the Client regarding the Project,as
defined in the Proposal. Client shall provide CSA in writing with all information relevant to the Project and shall advise CSA of any condition
known to Client that may affect CSA's performance under this Agreement. GSA's services are for the benefit of the Client,but Client recognizes that
the extent of those services is limited by the time-frame chosen and the funds expended by the Client for the investigation. CSA has no
responsibility for the work product of any independent consultants required for the Client's Project,nor for completeness,adequacy,or quality of
said independent consultants'work,or specialty work.
Information Provided by Client - CSA and the Client shall discuss and agree upon the information needed for rendering of services
hereunder. The Client agrees to provide to CSA all such information as agreed to be necessary. With respect to such information, the Client
understands and agrees that CSA will rely solely upon the Client to ensure the accuracy and completeness thereof,as the Client recognizes that it is
impossible for CSA to assure the accuracy,completeness and sufficiency of such information.
Ownership of Documents and Propnetary Information - This proposal and all documents, including, but not limited to, drawings,
specifications, computer disks, reports, calculations, and estimates, prepared by CSA in connection with this Agreement ("CSA Confidential
Information")are instruments of service and are intended for the sold use of the recipient hereof,and may not,except as otherwise described herein,
be disclosed, distributed,or disseminated in any form without the prior written consent of CSA. The CSA Confidential Information is and shall
remain the sole property of CSA.Client may dismbute documents generated by CSA in connection with CSA's services under this Agreement to
third parties,provided that said third pasty agrees in writing to be bound by the confidentiality and ownership of documents provisions of this
Agreement The terms of this Section shall survive the termination of this Agreement.
COTTON,SHIRES AND ASSOCIATES, INC.
fir+ V
CSA SCHEDULE OF CHARGES,LIMITATIONS AND TERMS FOR PROFESSIONAL SERVICES(Page 2 of 21
Public Liability - COTTON, SHIRES AND ASSOCIATES, INC. is a California Corporation protected by Worker's Compensation
Insurance (and/or Employer's Liability Insurance), and by Public Liability Insurance for bodily injury and property damage, and will furnish
certificates thereof upon request. We assume the risk of damage to our own supplies and equipment. If your contract or purchase order places
greater responsibilities upon us or requires further insurance coverage, we, if specifically directed by you, will procure additional insurance (if
procurable)to protect us at your expense,but we shall not be responsible for property damage from any cause,including fire and explosion,beyond
the amounts of coverage of our insurance.
Standard of Care and Professional Liability -In performing professional services,CSA shall use that degree of care and skill ordinarily
exercised under similar circumstances by members of our profession at the time the services are performed. No other representation or warranty,
express or implied,is made or intended in this Agreement,by our proposal for consulting services,by our furnishing oral opinion or written reports,
or by our inspection or work. However,should we any of our professional employees be found to have been negligent in the performance of
professional services
or to have made and breached any express or implied warranty, you agree that the maximum aggregate amount of your
recovery against nusand/or said professional employees shall be limited to 550,000 or the amount of the fee paid us for professional services as
computed under the SCHEDULE OF CHARGES,whichever unt is greater. Moreover,client agrees to indemnify us against damages in excess of
$50,000 or the amount of our fee,whichever amount is greater,arising from suits brought against us by third parties,in connection with oar work
performed on your project.
Notices-All notices in writing to be given hereunder by either party to the other party shall be served by letter or sent by facsimile.
Assignment-Neither this agreement nor the benefits or obligations under this Agreement shall be sold,assigned or transferred by either
party to any third parties including subsidiary or affiliated companies without the prior written approval of the other party,with such approval not
to be unreasonably withheld by either. In the event the approval is given by either for assignment or transfer,such an approval shall not relieve
either from any liability and/or responsibility under the Agreement.
Termination/Cancellation-Client and CSA will have the right to terminate this Agreement for their convenience by giving ten(10)days
prior written notice. Aper termination,CSA will be reimbursed for services rendered and necessary expenses incurred to the termination dale upon
submission to Client of detailed supporting invoices. The obligations of paragraphs 3,4,and 6 remain in effect after tenni nation.
Chance in Scoot of Work - II,during the performance of the work under this Agreement, it is determined that the scope of work has
expanded or changed such that additional expenditures are required,the client shall be notified and approval from the client shall be received prior
to the performance of the additional services.
Dispute Resolution-CSA and Client recognize that disputes arising under this Agreement are best resolved at the working level by the
parties directly involved. [kith parties are encouraged to be imaginative in designing mechanism and procedures to resolve disputes at this level.
Such efforts shall include the referral of any remaining issues in dispute to higher authority within each participating party's organization for
resolution. Failing resolution of conflicts at the organizational level,CSA and Client agree that any remaining conflicts arising out of or relating to
this Agreement shall be submitted to non-binding mediation unless CSA and Client mutually agree otherwise. If the dispute is not resolved through
non-binding mediation,then the parties may take other appropriate action subject to the other terms of this Agreement. Neither party shall hold the
other responsible for damages or delay in performance caused by acts of God, strikes, lockouts,accidents or other events beyond the reasonable
control of the other party, its employees or agents. Should litigation or arbitration occur between the parties relating to the provisions of this
Agreement all litigation or arbitration expenses, collection expenses, witness fees, court costs and attorneys' fees reasonably incurred by the
prevailing party shall be paid by the non-prevailing party.
Governing Law-The validity, performance,and construction of this Agreement,and the relationship between Client and CSA shall be
governed and interpreted in accordance with the substantive laws of California,United States of America,without regard to its choice of law rules.
This Agreement shall be construed as to its fair and not strictly for or against either party.
Jobsite Safety- Neither the professional activities of CSA,nor the presence of CSA employees and CSA subconsultants at a construction
site, shall relieve the contractor and any other entity of theft obligations, duties and responsibilities including, but not limited to, construction
means, methods, sequence, techniques or procedures necessary for performing, superintending or coordinating all portions of the Work of
construction in accordance with the contract documents and any health of safety precautions required by any regulatory agencies. CSA and its
personnel have no authority to exercise any control over any construction contractor or other entity or their employees in connection with their work
or any health or safety precautions. The Client agrees that the general contractor and its various subcontractors are solely responsible for Jobsite
safety,and warrants that this intent shall be made evident where appropriate in the Client's agreements with other contractors. If the Client is a
Contractor or Subcontractor on the Project,the Client also agrees that the Client,CSA,and GSA's consultants shall be indemnified and shall be made
additional insureds under the client's general liability insurance policy; in other cases, the Client agrees to arrange for this indemnification and
additional insureds under the General Contractor's general liability insurance polity.
Field Exploration - Unless otherwise agreed, the client shall furnish right-of-entry on land for palmed field operations. The client shall
also provide CSA with locations and depths of buried utilities and structures. CSA shall take responsible precautions to minimize damage to land
from use of equipment,but our fee does not include cost of restoration of damage resulting from our exploration operations. CSA shall not be liable
for damage or injury arising from damage to subterranean structures(pipes,tanks,telephone cables,etc.)which are not called to our attention and
correctly shown on plans furnished to us.
Miscellaneous-In the event of any Litigation or proceeding involving CSA and Client, the prevailing party shall be entitled to recover its
reasonable legal fees,expert fees,and normal employee rates and associated costs from the non-prevailing party. Failure by Client to object to any of
the terms and conditions contained in this Agreement before the commencement of services by CSA will be deemed an acceptance of such terms and
conditions. Notwithstanding anything to the contrary in this Agreement,CSA and Client agree that neither party shall be liable for any special,
indirect,consequential,lost profits,or punitive damages. If any term,condition,or provision of this Agreement is found unenforceable by a court of
law or equity,this Agreement shall be construed as though that term,condition,or provision did not exist,and its unerdorcabWty shall have no
effect whatsoever on the rest of this Agreement.
COTTON,SHIRES AND ASSOCIATES, INC.
V
EXHIBIT C
PROVISIONS REQUIRED FOR PUBLIC WORKS CONTRACTS
PURSUANT TO CALIFORNIA LABOR CODE SECTION 1720 ET SEQ.
HOURS OF WORK:
A. In accordance with California Labor Code Section 1810,8 hours of labor in performance of the
services described in Exhibit A shall constitute a legal days work under this contract.
B. In accordance with California Labor Code Section 1811,the time of service of any worker
employed in performance of the services described in Exhibit A is limited to eight hours during
any one calendar day,and forty hours during any one calendar week,except in accordance with
California Labor Code Section 1815,which provides that work in excess of eight hours during any
one calendar day and forty hours during any one calendar week is permitted upon compensation
for all hours worked in excess of eight hours during any one calendar day and forty hours during
any one calendar week at not less than one-and-one-half times the basic rate of pay.
C. The Consultant and its subcontractors shall forfeit as a penalty to the Town$25 for each worker
employed in the performance of the services described in Exhibit A for each calendar day during
which the worker is required or permitted to work more than 8 hours in any one calendar day,or
more than 40 hours in any one calendar week, in violation of the provisions of California Labor
Code Section 1810 and following.
WAGES:
A. In accordance with California Labor Code Section 1773.2,the Town has determined the general
prevailing wages in the locality in which the services described in Exhibit A are to be performed
for each craft or type of work needed to be as published by the State of California Department of
Industrial Relations, Division of Labor Statistics and Research,a copy of which is on file in the
Town Public Works Office and shall be made available on request. The Consultant and
subcontractors engaged in the performance of the services described in Exhibit A shall pay no
less than these rates to all persons engaged in performance of the services described in Exhibit
A.
B. In accordance with Labor Code Section 1775,the Consultant and any subcontractors engaged in
performance of the services described in Exhibit A shall comply Labor Code Section 1775,which
establishes a penalty of up to$50 per day for each worker engaged in the performance of the
services described in Exhibit A that the Consultant or any subcontractor pays less than the
specified prevailing wage. The amount of such penalty shall be determined by the Labor
Commissioner and shall be based on consideration of the mistake,inadvertence, or neglect of
the Consultant or subcontractor in failing to pay the correct rate of prevailing wages,or the
previous record of the Consultant or subcontractor in meeting applicable prevailing wage
Consulting Services Agreement between [08/24/16]
Town of Los Altos Hills and Cotton, Shires and Associates, Inc
Exhibit C
V
obligations,or the willful failure by the Consultant or subcontractor to pay the correct rates of
prevailing wages. A mistake, inadvertence, or neglect in failing to pay the correct rate of
prevailing wages is not excusable if the Consultant or subcontractor had knowledge of their
obligations under the California Labor Code. The Consultant or subcontractor shall pay the
difference between the prevailing wage rates and the amount paid to each worker for each
calendar day or portion thereof for which each worker was paid less than the prevailing wage
rate. If a subcontractor worker engaged in performance of the services described in Exhibit A is
not paid the general prevailing per diem wages by the subcontractor,the Consultant is not liable
for any penalties therefore unless the Consultant had knowledge of that failure or unless the
Consultant fails to comply with all of the following requirements:
1. The contract executed between the Consultant and the subcontractor for the
performance of part of the services described in Exhibit A shall include a copy of the
provisions of California Labor Code Sections 1771, 1775, 1776, 1777.5, 1813,and 1815.
2. The Consultant shall monitor payment of the specified general prevailing rate of per diem
wages by the subcontractor by periodic review of the subcontractors certified payroll
records.
3. Upon becoming aware of a subcontractor's failure to pay the specified prevailing rate of
wages,the Consultant shall diligently take corrective action to halt or rectify the failure,
including,but not limited to, retaining sufficient funds due the subcontractor for
performance of the services described in Exhibit A.
4. Prior to making final payment to the subcontractor,the Consultant shall obtain an
affidavit signed under penalty of perjury from the subcontractor that the subcontractor
has paid the specified general prevailing rate of per diem wages for employees engaged
in the performance of the services described in Exhibit A and any amounts due pursuant
to California Labor Code Section 1813.
C. In accordance with California Labor Code Section 1776,the Consultant and each subcontractor
engaged in performance of the services described in Exhibit A shall keep accurate payroll
records showing the name,address,social security number,work,straight time and overtime
hours worked each day and week,and the actual per diem wages paid to each journeyman,
apprentice,worker,or other employee employed in performance of the services described in
Exhibit A. Each payroll record shall contain or be verified by a written declaration that it is made
under penalty of perjury,stating both of the following:
1. The information contained in the payroll record is true and correct.
2. The employer has complied with the requirements of Sections 1771, 1811,and 1815 for
any work performed by the employer's employees on the public works project.
Consulting Services Agreement between [08/24/16]
Town of Los Altos Hills and Cotton,Shires and Associates, Inc
Exhibit C
thpi
v
The payroll records required pursuant to California Labor Code Section 1776 shall be certified
and shall be available for inspection by the Owner and its authorized representatives,the
Division of Labor Standards Enforcement,the Division of Apprenticeship Standards of the
Department of Industrial Relations and shall otherwise be available for inspection in accordance
with California Labor Code Section 1776.
D. In accordance with California Labor Code Section 1777.5,the Consultant,on behalf of the
Consultant and any subcontractors engaged in performance of the services described in Exhibit
A shall be responsible for ensuring compliance with California Labor Code Section 1777.5
governing employment and payment of apprentices on public works contracts.
E. In case it becomes necessary for the Consultant or any subcontractor engaged in performance
of the services described in Exhibit A to employ for the services described in Exhibit A any
person in a trade or occupation (except executive,supervisory,administrative,clerical,or other
non manual workers as such)for which no minimum wage rate has been determined by the
Director of the Department of Industrial Relations,the Contractor shall pay the minimum rate of
wages specified therein for the classification which most nearly corresponds to services
described in Exhibit A to be performed by that person.The minimum rate thus furnished shall be
applicable as a minimum for such trade or occupation from the time of the initial employment of
the person affected and during the continuance of such employment.
Consulting Services Agreement between ]08124116]
Town of Los Altos Hills and Cotton, Shires and Associates, Inc
Exhibit C