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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
Miciter q ,2012(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 1, 2012,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.
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 pubic
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 et seq.
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Section 2. COMPENSATION. Town hereby agrees to pay Consultant a sum not to exceed
$64,992.00, notwithstanding any contrary indications that may be contained in Consultants 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 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 contdbutions beyond compensation required under this Agreement
2.1 Invoices. Consultant shall submit invoices, not more often than once a month during the
tern 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 -
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and each employee,agent,and subcontractor of Consultant performing services
hereunder;
• The Consultants 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 shallnot 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 Employer's 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 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$1,000000 covering the licensed professionals'errors and
omissions. Any deductible or self-insured retention shall not exceed$150000 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 famish 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 Wastinq 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 litigatio1 .tie„3(j py11-
(collectively, liability)of every nature arising out of or in connection with Consultanl'9ferformance of the d
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 DTS
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 andlor 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 limes 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 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
8.6.4 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. Itis 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,'1 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 pad
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 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.
10.1 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 Califomia Government Code Section 81000 et seq.
Consultant shall not employ any Town offidal 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: Richard Chiu
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,
Consulting Services Agreement between
Town of Los Altos Hills and Cotton, Shires and Associates, Inc. Page 12 of 14
1012 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
V V
The Parties have executed this Agreement as of the Effective Date.
TOWN OF LOS ALTOS HILLS CONSULTANT
ci � L. ALO/
Cad Cahill,City Manager David T.Schrier, Principal Geotechnical Engineer
Attest:
Deborah L. Padovan, City Clerk
Approved as to Form:
Steven T.Mattes,City Attorney
Consulting Services Agreement between
Town of Los Altos Hills and Cotton,Shires and Associates, Inc. Page 14 of 14
•
RESOLUTION NO. 42-12
A RESOLUTION OF THE CITY COUNCIL OF THE TOWN OF
LOS ALTOS HILLS AWARDING A CONTRACT FOR THE ELENA ROAD SLIDE
REPAIR PROJECT TO HILLSIDE DRILLING,INC.
WHEREAS, the City Engineer of the Town of Los Altos Hills did, duly examine and consider
all bids submitted for construction of the Elena Road Slide Repair Project in Los Altos Hills,
California; and
WHEREAS, the City Engineer recommends that the contract forsaid project be awarded to
Hillside Drilling, Inc. in an amount of$475,100.00;
NOW, THEREFORE, BE IT RESOLVED by the City Council of the Town of Los Altos Hills
that:
1. The City Manager is hereby authorized and directed to execute a contract to the above-
named firm on behalf of the Town of Los Altos Hills.
2. The Public Works Director is hereby authorized to approve potential contract change
orders in an amount not to exceed $50,000.
3. The City Manager is hereby authorized to execute a contract with Cotton, Shires and
Associates, Inc. for inspection and testing services in an amount not to exceed$65,000
The above and foregoing Resolution was passed and adopted by the City Council of the Town of
Los Altos Hills at a special meeting held on the 31st day of July, 2012 by the following vote:
AYES: Summit, Larsen, Mordo, Radford, Waldeck
NOES: None
ABSTAIN: None /
ABSENT: None
qirriBY:
Rich arsen, M. or
ATTEST:
44.
Deborah Padovan, City Clerk
Resolution No.42-12 Page 1
41)
EXHIBIT A
SCOPE OF SERVICES
Consulting Services Agreement between
Town of Los Altos Hills and Cotton, Shires and Associates, Inc
Exhibit A Page 1 of 1
V Q
COTTON, SHIRES AND ASSOCIATES, INC.
CONSULTING ENGINEERS AND GEOLOGISTS
June 18,2012
E5381A
By email(rchiu@losaltoshills.ca.gov)and Mail
Mr.Richard Chiu
Town Engineer
TOWN OP LOS ALTOS HILLS •
26279 Fremont Road
Los Altos Hills,California 94022
SUBJECT: Budget Estimate - Geotechnical Construction Observation and Testing
Services
RE: Elena Road Slope Improvement Project
Los Altos Hills,California
REFERENCE: Cotton, Shires and Associates, Inc., Geotechnical Investigation Report,
Elena Road Slope Improvement Project,Los Altos Hills,California,dated
June 1,2012;and
Cotton, Shires and Associates, Inc., Elena Road Slope Improvement
Project, Plans (Sheets C-1 to C-6), Los Altos Hills, California, dated May
3,2012.
Dear Mr.Chiu:
Cotton, Shires and Associates, Inc. (CSA) is pleased to provide the Town with
this preliminary budget estimate for geotechnical construction observation and testing
services for the Elena Road Slope Improvement Project located in Los Altos Hills,
California. We anticipate that CSA will provide the following pre- and during
construction related services: 1) attendance at pre-bid and pre-construction meetings;2)
pier layout 3) shear pin pier drilling and construction; 4) concrete testing; 5)
observation and testing of backfilling and compacting above shear pins and compacting
DG for horse trail; 6) observation of infrastructure replacement and site cleanup; 7)
office support (review submittals, consultation, etc.); and 8) preparation of as-built
report and drawings(3 copies of each).
Northern California Office Central California Office Southern California Office
330 Village Lane 6417 Dogtown Road 550 St Charles Drive,Suite 108
Los Gatos,CA 95030-7218 San Andreae,CA 95249-9640 Thousand Oaks,CA 91360-3995
(408)3545542•Pax(408)354-1852 (209)736-1252•Pax(209)736-1212 (805)497-7999•Fax(805)497-7933
www.cottonshires.com
Richard Chiu June 18,2012
Page 2 E5381A
The following table presents our estimated hours for providing the above
described tasks and is based on the construction schedule of 45 days:
Estimated
Task Hours Hourly Rate Cost
Attendance at Meetings 6 $180 $1,080
Pier Layout 20 $180 $3,600
Shea Pin Pier Drilling-Observation 270 $100 $27,000
8 $180 $1,440
Compacting(Backfill and DG)Above Pins-
Observation and Testing 40 $100 $4,000
Infrastructure and site cleanup 24 $100 2400
Subtotal Field $39,520
Reimbursables-Lab Testing,Vehicle,Nuclear Gauge $1,950
Concrete Testing(Assumes 11 days of
Cylinder Sampling and Breaking) $1 .)
Subtotal Reimbursables $10,900
Office Support-Review Submittals Respond to RFI's,Supervision,QA/QC
Progress Letters, Consultation(35%of Field) $13,832
Construction Report and As-Built Drawings $6,750
Subtotal Office $20,582
Subtotal Office,Reimbursables and Field $71,002
Town 10%Discount on Hourly($3,952+$2,058) 46,010>
Estimated Total $64,992
This budget estimate of $64,992 is for the Base Bid and is based on full-time
observation of the shear pin pier drilling operation assuming 27 days of drilling,5 days
of grading/backfill compaction and 11 days of concrete testing. This budget should be
increased by$9,000 if Alternative#1 is constructed and$20,850 if Alternative 2 is built.
The Town should also include a contingency (i.e., on the order of 20 to 25 percent)
COTTON,SHIRES AND ASSOCIATES, INC.
V
Richard Chiu June 18,2012
Page 3 - E5381A
added to this estimate to account for delays beyond our control,including the weather,
the Contractors' schedule and ability, and other factors. Ultimately, our time spent on
site will be determined by the Contractors'schedule and competency. If the Contractor
is able to combine grading backfill simultaneously with pier drilling observations,then
there may be some savings. As usual,the Town would only be invoiced for the actual
hours spent for these tasks. if, during the course of construction, it appears that our
estimated budget will be exceeded, we will inform you so that additional written
authorization can be obtained prior to completion of the work
The concrete testing will be sub-contracted to a testing agency.
•greement
If you agr ith the Scope ork and budget estfma uf(ned above,as well
as the atta Schedule of ges, Limitations and T , please sign one co of
this p al and r o our office. Receipt of signed proposal titute
an orization for proceed.
Limitations
Our services 'st of professional ons and c recommendations
made in accor ce with generally a d enginee ' geology and geot '
engineerin inciples and pra No w ty, expressed or ' 'ed or
merch bflfty or fitness, is ade in or inte d connection with work, by the
pr al for consulting o er services, y the furnishing al of written reports
r findings.
•
•
COTTON,SHIRES AND ASSOCIATES, INC.
tille 10
Richard Chiu June 18,2012
Page 4 E5381A
If you have any questions,or need additional information,please contact us.
Very truly yours,
COTTON,SHIRES AND ASSOCIATES,INC.
pa,,,t,Q T I.Q.ji/N_
David T.Schrier
,PPrii
incppal Geotechnical Engineer,GE 2334
Reviewed By:L1 "
Ted Sayre,Princi al Engineering Geologist
CEG 1795
Approved and Authorized By Date
Attachment:Schedule of Charges,Limitations and Terms
DTS:TPS:TS:st
COTTON,SHIRES AND ASSOCIATES, INC.
16)
EXHIBIT B
COMPENSATION SCHEDULE
Consulting Services Agreement between [EFFECTIVE DATE]
Town of Los Altos Hills and Cotton, Shires and Associates, Inc
Exhibit B Page 1 of 1
V V
•
COTTON,SHIRES AND ASSOCIATES,INC.
SCHEDULE OF CHARGES LIMITA1151NS AND TERMS FOR PROFESSIONAL SERVICES(Page I of 2)
January 2012
Personnel Charges . .eft Witness Consul ion• Cha...
Senior Pdrhapd Engineer/Geophysicist E2ss/In Expert witness tea:..•my for coact els,--- , ..and bindin 'talions
Principal Gedogut/Engineer $215/4
Supervising Gedo En shalltebe ,,-• •. on . daily haus'a •.•w one day )at a
P B Bim/ Biz $150/hr mteofc3:,. day. uim .'.o hour charge).
oio um%
Senior Geologist/Engineer 3150/hc dep. pe •.• (minimum a•• .,.: large). son an
Senior Staff Geobgisf/Engmeer $135/hr
dep.,••• - or wort e...: . shall be on a -and-
ex.- .- basis in a... s. y with the monad, fiqui and
Staff G-dryiq/Engineer $120/hr
sue charges .bean
lield/tebmatmyreclutdon $100/hu
Technical Etnstmting $85/M habeas T :e_and ••h•end e re(1n
Clerical/Acamntng $70/hr Laboratory ' and geop a - services-shall be chargedlime-
and-ma m in_ .. with the ,Equipment,
m pmmt and
Coutnmmtana Supply Charges Expense listed ..
IndinrmeierSystem $150/day
R umew Data Acquisition System $25/dey La ahoy samples ... be shred for .r :, a after the date of final
ToblSation Surveying Equipment $200/dsubmittal • m specialk are made for longer
ay storage.
GPS/RrOabrl¢es SurveyingtGaugent $300/dey
Nuclear Moisture/Unit Weight Gauge $100/day • •emee .es Rerd. .ab Wu.
Rope Climbing Safety Equipment $2W/day • s. el expense 1 • ding air fare, lodging, v - rental, etc.
Velocity or&vapended k Bed load Sampling Equipment $100/day either actual _•;pied costs plus 15% .. . or a flat
Multi-Channel el Seimograph System and ReMi $250/day mbeatenf . .•ger of$55 per diem for... ght stay shall 6e
charged
�in -.dition lo the lodging t
Vehicle Mileage' $555/nil Excavva:.• - bcvntr ctms and ie field supplies
*mileage iodlbe adjusted per IRS rate Repsad '.• of drawings
Aircraft Mileage $119/nani Photos-ph minting
iregaeteleph .•.. .. etc
Engineering
rlog(B&W-Color) $ .15.f0/copy .._.Mise(;.-- is
tro
Computer
ows) 3 .90/(.2 pmolmail seavlm(; ' - Vmrdc,courier, ...K
Computer Assisted Color Plotting $10/sq.fr Special equipment - ha Yip
Special%molten
Limitations and Sema for Professional Services
AGREEMENT-This Schelde of Charges, -.::lions and Terms for Prof®., : e anettarhalent to a signed Proposal a/Clet Contract
mutituhs an"Agreement between •r•N,SHIRES AND AS%OCIA > I C(CSA)and the Clint Client has authorized commencement of
the work under this Agreement by::Th.'• the Approved by-section o .••Proposal or Contact The ' is hereby incorporated and made
part of the Contact between the •.I :. In consideration of the . Agreement set forth b-:. :,dintending to be legally bound,the parties
hereto agree as to the following
invaidn ••• a mad-Olen shall pay CSA... penation as outlined in .poral or at the rates detemtaud in the above Schedule
of Charges and.• • G. . to the payment terms .... . voices may be prepared... subedited by CSA on a monthly basis or when the work is
completed,at%.. a option Payment is due u... .. d.t and is past due thirty k• days from date of invoice A service charge of 15% .. month,
or the • : :.... amount allowed by law, .- charged on past due .u •..Paymeis by Client will therafta be applied .. +.earned
interest: then b to primipai unpaid.::. . Any attorney fees... •Is,mother costs inclined in collection of dating•. .....•is shall be
the Client.If payment of in ••••. not currant CSAmay .... .paforsdng futon work at no lability to CSA
•awns%.between a Aand(heat-LSAsre.:......•the Client buwestigate and to consult with the e:.. t regent/Mg the Project as
defined in the Propel.Oh shall provide CSA in • . 'th all information relevant to the Project and ,•,-• advise CSA of any condition
known to Client thatma• at• CSA's performance on.. ...Agreement CSA's services are for the benefit• m -Client but Client recognizes that
the extent of those es is limited by the timeframe and the fords expendedby the Clentfor.• uwestgatmn CSA has no responsibility
for the work t of any independent •�.• is required for the Client's Project nor for •.. plete ness, adequacy, or quality of said
independmt�taw{work or specialty w.,..
bdommtimh Provided by Client -- and the Client shall discuss end agree .on We information needed for rendering of.
hereunder.The Client agrees to . . •. CSA all sods information as agreed to .. naresmry.With respect to such hfmmaton, • '- t
undemtenda and agrees that CSA will ay solely upon the Client In ensure the%cur..• and completeness thereof,as the Client read:. ' .. that his
impossible for CSA to assure the ..h ,completeness and sufficiency of such' ton
y,n-..:u• . a..'_•.0 r: •is Pct. `_-g a informal,. -./his y....... and all&moment% including, but not ... 'ted to, drawings,
specifications, computer ..f reports, calculations,and estimates, .. by CSA in ,uv.auon with this t("CSA Cwtdental
htfmmat®")are irutmmenta of service and are intended for the sold. of the recipient hereof,and may not except . .therwise demoted ham,
be disclosed distributed,or disseminated in any form without th- •:
V
•
' CSA SCHEDULE OF CHARGES,UNITATIONS AND TERMS FOR PROFESSIONAL SERVICES(Page 2 of 2)
Public liability-COTTON,SHlRlS AND ASSOCIATES,INC is a California Corporation protected by Worker's CompensationInsurance
(and/or Employees Liability insurance),and by Public liability Insurance for bodily it and property damage,and will furnish certificates
thereof upon request We assume the risk of damage to our own sapplies and eqa ea a t If your outset or purchase order places greater
responsibilities upon us or requires further insurance coverage,we,if specifically • . •by you,will procure additional insurance(if procuable)
to protect us at your expense,but we shall not be responsible for property ..-_ ge from any cause,including fire and explosion,beyond the
. amounts of coverage of our insurance.
Standard of Care and Professional liability-In p- a g professional services,CSA shall use that degree of cane and skill ordinarily
aierd d wader similar circumstances by members of our y..:..;. at the Sine the service are performed.No other representation or warranty,
express or implied,is made or intended in this Agre.. .. . our proposal for consulting services,by our famishing oral opinion or written rep.
or by our inspofion or work.However,should w: .. any of our professional employees be found to have been negligent in the perfo • ......of
professional services-or to have made and ..:..r. .. any express or implied warranty,you agree that the maximum aggregate ..... of, .
recovery against us and/or said p.. --;.,est employees shall be limited to$50,000 or the amount of the fee paid us for p .r•-•n•: services as
computed under the SCHEDULE OP r . GES,whichever amounts greater.Moreover,cant agrees to indemnify us.;t.;. .. damages in excess of
$50,000 or the amount of our fee - amnm.t is greater,arising frau suits brought against vs by third par•. onne-flan with can work
performed on your project
Notice.{- ' .tires in writing to be given hereunder by either party to the other party shall.- :. ed by letter or sent by facsimile.
t-Neither this agreement nor the benefits or obligatims under*Ili A..--. . shall be sold,assigned or transferred by either
party to third parties including subsidiary or affiliated omparies without the pri., ' 'tea approval of the other party,with such approval not
)th
to be Ny withheld by tither.In the event the approval is given by ei ., a assignment or transfer,such an approval shall not relieve
from any liability and/or responsibility under the Agreement
•
Terms atim/Canc)iation-Client and ESA will have the ;g to terminate this Agreement for their convenience by giving ten(10)days
poor written notice.Aller termination,CSA will be reimbursed . services rendered and necessary expenses incurred to the nomination dace upon
submission to Client of detailed supporting invoices. The•• lions of paragraphs 3,k and 6 remain in effect after termination
Chgge in Sroce M Work-IC during • •erlomance of the work under this Agreement it is determined that the of work has
expanded or changed such that additional- ..a trues are required,the client shall be notified and approval from the li II be received prior
to the performance of the additional s '
Dispute Resolution-CS Client r®guize that disputes arising under this Agreement t resolved at the working level by the
padres directly involved.Bah ties are encouraged to be imaginative in designing mechanism d procedmm to resolve disputes at this level.
Such effors shall include referral of any remaining issues in dispute to higher authod thin each parhdpating party's organization for
resolution.Failing mei of coMicts at the organizational levet(SA and Client t any remaining conflicts arising out of or relating to
this Agreement submitted to mon-binding mediation unless(SA and Client• y agree otherwise.If the dispute is not resolved through
nonbinding on,then the parties may take other appropriate action su•',.• ..the other terms of this Agreement Neither party shall hold the
other responsible for damages or delay in performance caused by acts of a.•i,strikes,lockouts,accidents or other events beyond the reasonable
control of the other party,in employees or agents.Should Blip:.1 • arbitraton occur between the parties relating to the provisions of this
Agreement all litigation or arbitration expenses,collection • so a- witness fees, court arts end attorneys' fees reasonably incurred by the
prevailing party shall be paid by the non-prevailing party.
Governing Law-The validity,performer... and construction of this Agreement and the relationship between Client and CSA shall be
governed and interpreted in aaordance with the... .. .Ye laws of California,United Slates of America,without regard to its choice of law rules.
This Agreement shall be construed as to its . .not strictly for or against either party.
lobate Safety-Neither the . sfessional activities of CSA,nor the presence of CSA employees and CSA subcowita is at a construction
site,shall relieve the contractor • • any other entity of their obligations,duties and responsibilities including but not limited to, • • a.
newpenitence,methods, penitence, -...igaes or procedures necessary for performing superintending or coordinating all portions .of the . •of
construction in accordance O m the contract dacmments and any health of safety precautions required by any regulatory a:y...:, s. • and its
or any health or safety ms The Cliente agrees that the general contractor and in various subcontractors :..contractors
responsible fmjot a
sally,and warrants that this intent shall be made evident where appropriate Client
the Client's agreements .sh other den ue fieri.if the Client Is e
Cmtormrorsolorm the Project the Cgmtalso tynes that the otCSAand
he err i...a ., .shspbeefortiitedadahallbe made
additional insureds under the client's general liability insurance policy;in other ores,the.;. agrees to arrange for tide indemnification and
additional insureds under the General Contractor's general liability insurance policy.
gield F]olmation-Unless otherwise agreed,the client shall furnish '• -of-entry on land for planed field operator.The client shall
also provide(SA with locations and depths of buried utilities and.. ... 0SA• shall take responsible precautions tominimize damage to land
from use of equipment,but our fee does not include cost of restoration• 1:.. .ge ravfeng from our exploration operations.ESA shat not be liable
du damage or injury arising from damage to subterranean Prue a-.(pipes,ranks,telephone cables,etc)which are not called to our attention and
correctly shown on plass furnished to us.
Miscellaneous-In the event of any LLHgati9^orpr ding involving CSA and Client the prevailing party shall ted to recover its
reasonable legal fees,epert fees,and normal em Myee rates from
tes and asdated coststhe non-prevailing party.Fall Client-to object to any of
the terms mid conditions contained in gds(pf mtbefore the commencement of services by CSA will be acceptance of such terms and
auditions Notwithstanding anything to the contrary in this Agreement CSA and Clot agree that neithershall be liable for any special,
indirect consequential,lost profits,or punitive damages.If any term,condition,or provision of this Agre art is found intorceable by a court of
law or equity,this Agreement shall be construed as trough that term condition,or provision did no and its unenforceability shall have no
effect whatsoever on the rest of this Agreement
OTTON,SHIRES AND ASSOCIATES, INC.
1111
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 day's work under this contract.
B. In accordance with California Labor Code Section 1811,the time of service of any worker
employed in performance of the services described in Exhibit A is limited to eight hours during
any one calendar day, and forty hours during any one calendar week,except in accordance with
California Labor Code Section 1815,which provides that work in excess of eight hours during any
one calendar day and forty hours during any one calendar week is permitted upon 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 B 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 [EFFECTIVE DATE]
Town of Los Altos Hills and Cotton, Shires and Associates, Inc.
Exhibit[Cl Page 1 of 3
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 subcontractor's certified payroll
records.
3. Upon becoming aware of a subcontractors 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 171, 1811,and 1815 for
any work performed by the employers employees on the public works project
Consulting Services Agreement between [EFFECTIVE DATE]
Town of Los Altos Hills and Cotton,Shires and Associates, Inc.
Exhibit fCl Page 2 of 3
1611 (10
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 representafives,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 (EFFECTIVE DATE)
Town of Los Altos Hills and Cotton, Shires and Associates, Inc.
Exhibit[Cl Page 3 of 3