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V CONSULTING SERVICES AGREEMENT BETWEEN THE TOWN OF LOS ALTOS HILLS AND CSG CONSULTANTS, INC. THIS AGREEMENT for consulting services is made by and between the Town of Los Altos Hills ("Town")and CSG Consultants, Inc. ("Consultant") (together sometimes referred to as the"Parties") as of July 16 , 2014 (the"Effective Date"). Section 1. SERVICES. Subject to the terms and conditions sel forth in this Agreement, Consultant shall provide to Town the services described in the Scope of Work attached as Exhibit A 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 October 30, 2015, 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 in a manner consistent with the level of care and skill ordinarily exercised by other professionals providing the same services in the San Francisco Bay Area. 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 public works, to the extent set forth in Exhibit C. Section 2. COMPENSATION. Town hereby agrees to pay Consultant a sum not to exceed$35,100, 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 Consulting Services Agreement between Town of Los Altos Hills and CSG Page 1 of 14 • 410 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 contributions beyond compensation required under this Agreement. 2.1 Invoices. Consultant shall submit invoices, not more often than once a month during the term of this Agreement, based on the cost for services performed and reimbursable costs incurred prior to the invoice date. Invoices shall contain the following information: • Serial identifications of progress bills; i.e., Progress Bill No. 1 for the first invoice, etc.; • The beginning and ending dates of the billing period; • A Task Summary containing the original contract amount, the amount of prior billings,the total due this period, the balance available under the Agreement, and the percentage of completion; • At Town's option, for each work item in each task, a copy of the applicable time entries or time sheets shall be submitted showing the name of the person doing the work, the hours spent by each person, a brief description of the work, and each reimbursable expense; • The total number of hours of work performed under the Agreement by Consultant and each employee, agent, and subcontractor of Consultant performing services hereunder; • The Consultant's signature; • Consultant shall give separate notice to the Town when the total number of hours worked by Consultant and any individual employee, agent, or subcontractor of Consultant reaches or exceeds 800 hours within a 12-month period under this Agreement and any other agreement between Consultant and Town. Such notice shall include an estimate of the time necessary to complete work described in Exhibit A and the estimate of time necessary to complete work under any other agreement between Consultant and Town, if applicable. 2.2 Monthly Payment. Town shall make monthly payments, based on invoices received,for services satisfactorily performed, and for authorized reimbursable costs incurred. Town shall have 30 days from the receipt of an invoice that complies with all of the requirements above to pay Consultant. Consulting Services Agreement between Town of Los Altos Hills and CSG Page 2 of 14 41111) 2.3 Anal 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. thatlh t choll n. ed�cd. 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. 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 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 Consulting Services Agreement between Town of Los Altos Hills and CSG Page 3 of 14 the Town. Consultant shall maintain the insurance policies required by this section throughout the term of this Agreement. The cost of such insurance shall be included in the Consultant's bid. Consultant shall not allow any subcontractor to commence work on any subcontract until Consultant has obtained all insurance required herein for the subcontractor(s) and provided evidence that such insurance is in effect to Town. Verification of the required insurance shall be submitted and made part of this Agreement prior to execution. Consultant shall maintain all required insurance listed herein for the duration of this Agreement. 4.1 Workers' Compensation. Consultant shall, at its sole cost and expense, maintain Statutory Workers' Compensation Insurance and Employer's Liability Insurance for any and all persons employed directly or indirectly by Consultant. The Statutory Workers' Compensation Insurance and Employer's Liability Insurance shall be provided with limits of not less than $1,000,000 per accident. In the alternative, Consultant may rely on a self- insurance program to meet those requirements, but only if the program of self-insurance complies fully with the provisions of the California Labor Code. Determination of whether a self-insurance program meets the standards of the Labor Code shall be solely in the discretion of the Contract Administrator. The insurer, if insurance is provided,or the Consultant, if a program of self-insurance is provided, shall waive all rights of subrogation against the Town and its officers, officials,employees, and volunteers for loss arising from work performed under this Agreement. 4.2 Commercial General and Automobile Liability Insurance. 4.2.1 General requirements. Consultant, at its own cost and expense, shall maintain commercial general and automobile liability insurance for the term of this Agreement in an amount not less than$1,000,000 per occurrence, combined single limit coverage for risks associated with the work contemplated by this Agreement. If a Commercial General Liability Insurance or an Automobile Liability form or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to the work to be performed under this Agreement or the general aggregate limit shall be at least twice the required occurrence limit. Such coverage shall include but shall not be limited to, protection against claims arising from bodily and personal injury, including death resulting therefrom, and damage to property resulting from activities contemplated under this Agreement, including the use of owned and non-owned automobiles. 4.2.2 Minimum scope of coverage. Commercial general coverage shall be at least as broad as Insurance Services Office Commercial General Liability occurrence form CG 0001 (most recent edition)covering comprehensive General Liability on an "occurrence"basis. Automobile coverage shall be at least as broad as Insurance Services Office Automobile Liability form CA 0001, Code 1 (any auto). No endorsement shall be attached limiting the coverage. 4.2.3 Additional requirements. Each of the following shall be included in the insurance coverage or added as a certified endorsement to the policy: Consulting Services Agreement between Town of Los Altos Hills and CSG Page 4 of 14 V a. The Insurance shall cover on an occurrence or an accident 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 Consultant's insurance covered shall be primary insurance as respects the Town, its officers,officials, employees, and volunteers. Any insurance or self-insurance maintained by the Town, its officers, officials, employees, or volunteers shall be excess of the Consultant's insurance and shall not contribute with it. d. Each insurance policy required by this clause shall be endorsed to state that coverage shall not be canceled by either party, except after 30 days' prior written notice has been provided to the Town. 4.3 Professional Liability Insurance. 4.3.1 General requirements. Consultant, at its own cost and expense, shall maintain for the period covered by this Agreement professional liability insurance for licensed professionals performing work pursuant to this Agreement in an amount not less than $1,000,000 covering the licensed professionals'errors and omissions. Any deductible or self-insured retention shall not exceed $150,000 per claim. 4.3.2 Claims-made limitations. The following provisions shall apply if the professional liability coverage is written on a claims-made form: a. The retroactive date of the policy must be shown and must be before the date of the Agreement. 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 shall purchase an extended period coverage for a minimum of five years after completion of work under this Agreement. 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. Consulting Services Agreement between Town of Los Altos Hills and CSG Page 5 of 14 4.3.3 Additional Requirements. A certified endorsement to include contractual liability shall be included in the policy 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. Should any CONSULTANT'S insurers' ratings change during the middle of a policy year, CONSULTANT has until the policy renewal date to remedy the situation. 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 certified endorsements shall show the signature of a person authorized by that insurer to bind coverage on its behalf. If the Town does not receive the required insurance documents prior to the Consultant beginning work, it shall not waive the Consultant's obligation to provide them. The Town reserves the right to require complete copies of all required insurance policies at any time. 4.4.3 Deductibles and Self-Insured Retentions. Consultant shall disclose to and obtain the written approval of Town for the self-insured retentions and deductibles before beginning any of the services or work called for by any term of this Agreement. At the option of the Town,either: the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects the Town, its officers, employees, and volunteers; or the Consultant shall provide a financial guarantee satisfactory to the Town guaranteeing payment of losses and related investigations, claim administration and defense expenses. 4.4.4 Wasting Policies. No policy 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 certified endorsements for each subcontractor. All coverages for subcontractors shall be subject to all of the requirements stated herein. Consulting Services Agreement between Town of Los Altos Hills and CSG Page 6 of 14 V 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, to the fullest extent allowed by law,with respect to all Services performed in connection with this Agreement, defend with counsel acceptable to Town, indemnify, and hold Town, its officers, employees, agents, and volunteers, harmless from and against any and all claims to the extent they arise out of, pertain to,or relate to the negligence, recklessness, or willful misconduct of the Consultant, ("Claims"). Consultant will bear all losses, costs, damages, expense and liability of every kind, nature and description to the extent they arise out of, pertain to, or relate to such Claims, whether directly or indirectly(Liability"). Such obligations to defend, hold harmless and indemnify the Town shall not apply to the extent that such Liabilities are caused by the sole negligence, active negligence, or willful misconduct of the Town. With respect to third party claims against the Consultant, the Consultant waives any and all rights of any type of 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 2783, 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. 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 Califomia Public Employees Retirement Consulting Services Agreement between Town of Los Altos Hills and CSG Page 7 of 14 � V System (PERS) as an employee of Town and entitlement to any contribution to be paid by Town for employer contributions and/or employee contributions for PERS benefits. 6.2 Consultant Not an Agent. Except as Town may specify in writing, Consultant shall have no authority, express or implied, to act on behalf of Town in any capacity whatsoever as an agent. Consultant shall have no authority, express or implied, pursuant to this Agreement to bind Town to any obligation whatsoever. Section 7. LEGAL REQUIREMENTS. 7.1 Governing Law. The laws of the State of California shall govern this Agreement. 7.2 Compliance with Applicable Laws. Consultant and any subcontractors shall comply with all laws and regulations applicable to the performance of the work hereunder, including but not limited to,the California Building Code, the Americans with Disabilities Act, and any copyright, patent or trademark law. Consultant's Failure to comply with any law(s)or regulation(s)applicable to the performance of the work hereunder shall constitute a breach of contract. 7.3 Other Governmental Regulations. To the extent that this Agreement may be funded by fiscal assistance from another govemmental 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. 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. Consulting Services Agreement between Town of Los Altos Hills and CSG Page 8 of 14 too Consultant shall include the provisions of this Subsection in any subcontract approved by the Contract Administrator or this Agreement. Section 8. TERMINATION AND MODIFICATION. 8.1 Termination. Town may cancel this Agreement at any time and without cause upon written notification to Consultant. Consultant may cancel this Agreement upon thirty(30)days'written notice to Town and shall include in such notice the reasons for cancellation. In the event of termination, Consultant shall be entitled to compensation for services performed to the effective date of termination; Town, however, may condition payment of such compensation upon Consultant delivering to Town any or all documents, photographs, computer software, video and audio tapes, and other materials provided to Consultant or prepared by or for Consultant or the Town in connection with this Agreement. 8.2 Extension. Town may, in its sole and exclusive discretion, extend the end date of this Agreement beyond that provided for in Subsection 1.1. Any such extension shall require a written amendment to this Agreement, as provided for herein. Consultant understands and agrees that, if Town grants such an extension, Town shall have no obligation to provide Consultant with compensation beyond the maximum amount provided for in this Agreement. Similarly, unless authorized by the Contract Administrator,Town shall have no obligation to reimburse Consultant for any otherwise reimbursable expenses incurred during the extension period. 8.3 Amendments. The parties may amend this Agreement only by a writing signed by all the parties. 8.4 Assignment and Subcontracting. Town and Consultant recognize and agree that this Agreement contemplates personal performance by Consultant and is based upon a determination of 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. 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 include, but not be limited to, the following: Consulting Services Agreement between Town of Los Altos Hills and CSG Page 9 of 14 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 costs 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. 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 wdtten 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. Consulting Services Agreement between Town of Los Altos Hills and CSG Page 10 of 14 • V V 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 Califomia in the County of Santa Clara or in the United States District Court for the Northern District of California. 10.3 Severability. If a court of competent jurisdiction finds or rules that any provision of this Agreement is invalid, void, or unenforceable, the provisions of this Agreement not so adjudged shall remain in full force and effect. The invalidity in whole or in part of any provision of this Agreement shall not void or affect the validity of any other provision of this Agreement. 10.4 No Implied Waiver of Breach. The waiver of any breach of a specific provision of this Agreement does not constitute a waiver of any other breach of that term or any other term of this Agreement. 10.5 Successors and Assigns. The provisions of this Agreement shall inure to the benefit of and shall apply to and bind the successors and assigns of the parties. 10.6 Use of Recycled Products. Consultant shall prepare and submit all reports, written studies and other printed material on recycled paper to the extent it is available at equal or less cost than virgin paper. 10.7 Conflict of Interest. Consultant may serve other clients, but none whose activities within the corporate limits of Town or whose business, regardless of location, would place Consultant in a "conflict of interest" as that term is defined in the Political Reform Act, codified at California Govemment 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. 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 Consulting Services Agreement between Town of Los Altos Hills and CSG Page 11 of 14 V 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: Ed Slintak, P.E. CSG Consultants, Inc. 1700 South Amphlett Boulevard, 3d Floor San Mateo, CA 94402 Any written notice to Town shall be sent to: Richard Chiu Jr. Town of Los Altos Hills 26379 Fremont Road Los Altos Hills, CA 94022 10.11 Professional Seal. Where applicable in the determination of the contract administrator, the first page of a technical report, first page of design specifications, and each page of construction drawings shall be stamped/sealed and signed by the licensed professional responsible for the report/design preparation. The stamp/seal shall be in a block entitled "Seal and Signature of Registered Professional with report/design responsibility," as in the following example. Seal and Signature of Registered Professional with report/design responsibility. 10.12 Integration. This Agreement, including the scope of work attached hereto and incorporated herein as Exhibits A, 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 Consulting Services Agreement between Town of Los Altos Hills and CSG Page 12 of 14 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 CSG Page 13 of 14 41110 y The Parties have executed this Agreement as of the Effective Date. TOWN OF LOS ALTOS HILLS CONSULTANT ca- ite C, e n0 CSQ1, '�� c Carl cahi11, Town Manager Cyrus Kianpour Attest: Deborah Pa An nn Town Clerk Approved as t Form: Steven T. Mattas,Town Attorney 1071914.1 Consulting Services Agreement between Town of Los Altos Hills and CSG Page 14 of 14 RESOLUTION 49-14 A RESOLUTION OF THE CITY COUNCIL OF THE TOWN OF LOS ALTOS HILLS AWARDING A CONTRACT TO PROVIDE DESIGN AND GRANT FUND MANAGEMENT FOR THE EL MONTE ROAD PAVEMENT REHABILITATION PROJECT TO CSG CONSULTANTS,INC. WHEREAS, the City Engineer of the Town of Los Altos Hills did, duly examine and consider all bids submitted for design and grant fund management services for El Monte Road Pavement Rehabilitation Project in Los Altos Hills,California; and WHEREAS, the City Engineer recommends that the contract for said project be awarded to CSG Consultants,Inc. in San Mateo, in an amount not to exceed$40,000.00; NOW,THEREFORE,BE IT RESOLVED by the City Council of the Town of Los Altos Hills that: The City Manager is hereby authorized and directed to execute a contract to the above- named firm in an amount not to exceed $40,000 on behalf of the Town of Los Altos Hills. 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 16th day of July,2014 by the following vote: AYES: Radford,Corrigan,Larsen, Waldeck NOES: None ABSTAIN: None ABSENT: Harpootlian- .ice John Radford,Mayor ATTEST: /S Deborah Padovan, City Clerk Resolution 49-14 Page 1 V EXHIBIT A SCOPE OF SERVICES Consulting Services Agreement between Town of Los Altos Hills and CSG Consultants, Inc.--Exhibit A Page 1 of 1 ii Mr.Richard Chiu Town of Los Altos Hills June 2,2014 Page 3 of 7 SCOPE OF WORK In order for CSG to complete the design of the project and obtain Caltrans E-76 approval for the Town, the scope of work shall include: Task 1—Project Setup,Coordination,Preliminary Engineering&Analysis Under this task, CSG shall complete all the preliminary project setup, coordination, and engineering analysis. This includes the following: • Attend kickoff meeting • ROW Research • Base Mapping o Base mapping will be developed using Google Maps aerial images (or aerials from the Town), any GIS layers from the Town, ROW alignments gathered from CSG's ROW research,and measurements from CSG's"field assessment"subtask. • Field Assessments. The following items will be assessed: o Pavement reconstruction limits o Digout locating and marking o Utility adjustment identification o Road and striped lane width dimensions o Drainage issue identification o Concrete improvements(curb,gutter,sidewalk,and valley gutters) o Concrete curb ramp condition survey o Pedestrian safety needs o Bicycle safety needs o ADA compliance needs o MUTCD compliance needs • Utility Coordination o Obtain utility maps from impacted utilities o Coordinate with utilities throughout the project • Pavement Design Recommendations (DELIVERABLE) • Conceptual Layout. (DELIVERABLE) This will comprise of a hand drawn exhibit showing: o Pavement rehabilitation limits o Concrete curb ramp and island passageway improvement locations o Impacted traffic signal loops Upon review and discussion of the pavement design recommendations and the conceptual layout, the project can move into the PS&E development phase. Task 2—Caltrans Coordination and Project Approvals Under this task,CSG shall work with the Town and Caltrans Local Assistance with the"Field Review" process, 'Technical Memos for Environmental Clearance"process, and "E76 Authorization to Proceed with Construction" process.All project-specific documentation listed below shall be provided to the Town to obtain the E76 Authorization to Proceed with Construction. "Field Review Documentation"Sub-Task CSG shall work with the Town and Caltrans to provide the Town with the typical, project- specific,documentation for the Field Review, listed below. All documents shall be completed to 909 South Amphlett Boulevard,31°Floor, San Mateo.CA 04402 Phone 650-522-2500;Fax 650-522-2599 Email:csgstafi®csgengr.com;Online at ww.rsgengr.com Mr.Richard Chiu Town of Los Altos Hills June 2,2014 Page 4 of 7 the extent at which the documents will only require signatures from the Town. CSG shall electronically submit all documents to the Town to sign and submit to Caltrans. Any additional documentation outside of the typical documents listed below are not part of the scope of work. • LAPM Exhibit 6-A Preliminary Environmental Study(PES)Form,and supplementary documents limited to: o Regional and Location Map o Vicinity Map o Footprint ROW Maps o Existing Cross Section Exhibit o Detailed Project Description o Hazardous Waste Assessment o Endangered Species Map and list o CEQA/NEPA Categorical Exclusion Form o CEQA/NEPA Notice of Exemption o FEMA FIRM Map o Photos of Project Site • LAPM Exhibit 7-B Field Review Form • LAPM Exhibit 7-C Roadway Data Form • LAPM Exhibit 7-G Field Review Attendance Roster Form "Field Review Meeting and Technical Memos for Environmental Clearance"Sub-Task CSG shall attend the Field Review Meeting and provide the Town with the environmental technical memos requested by Caltrans at the Field Review Meeting.The scope of work shall include providing the typical technical memos, listed below,for the Town to sign and submit to Caltrans. Any additional technical memos outside of the typical technical memos listed below are not part of the scope of work. • Attend Field Review Meeting • Technical Memos,limited to: o Air Quality Technical Memo o Staging Area Technical Memo o Hazardous Waste Technical Memo o Traffic Technical Memo o Water Quality Technical Memo "E76 Authorization for Construction"Sub-Task CSG shall provide the Town with the typical, project-specific, "E76 Authorization for Construction"documentation, listed below. All documents shall be completed to the extent at which the documents will only require signatures from the Town. CSG shall electronically submit all documents to the Town to sign and submit to Caltrans. Any additional documentation outside of the typical documents listed below are not part of the scope of work. • LAPM Exhibit 3-D Request for Authorization to Proceed • LAPM Exhibit 3-E Request for Authorization to Proceed Data Sheet • LAPM Exhibit 3-0 Finance Letter • LAPM Exhibit 12-A Preliminary Cost Estimate • LAPM Exhibit 12-C PS&E Certification • LAPM Exhibit 12-0 PS&E Checklist • LAPM Exhibit 13-8 Right of Way Certification Form 1700 South Amphlett Boulevard,3E Floor; San Mateo,CA 94402 Phone:650-522-2500:Fax:650-522-2599 Email'.csgstaff@csgengr.wm;Online at www.cagengr.com V Mr.Richard Chiu Town of Los Altos Hills June 2,2014 Page 5 of 7 • LAPM Exhibit 15-A Local Agency Construction Contract Administration • Project-Specific DBE Research and Calculation • Implementation of Federal requirements into the project specifications,as outlined in LAPM Exhibit 12-D • Copy of project plans, specifications,and estimate package for E76 Caltrans submittal "Caltrans Encroachment Permit Coordination"Sub-Task CSG shall develop the Caltrans Encroachment Permit application for the Town to sign and submit. On some projects,Caltrans Encroachment Permit offices have comments that need to be implemented into the plans prior to construction.In some instances, multiple rounds of comments can arise.CSG is anticipating up to two comment reviews and comments from the Caltrans Encroachment Permit Offices. Assumptions Under Task 1 include: • It is anticipated the Town shall have the following non-project-specific documents completed,submitted,and approved by Caltrans: o Quality Assurance Program(QAP) o Annual DBE program forms(LAPM 9-A and 9-B) o Executed Cooperative Agreement(with utility companies) • The Town shall complete and provide a copy of FTIP sheet showing the project. • The Town shall be the main point of contact between CSG and Caltrans. Any directions, comments or requests from Caltrans shall be received by the Town and sent to CSG. • Right of Way acquisition or resolution is not anticipated. • Any additional environmental studies or CEQA/NEPA documents,such as archeological, environmental,or biological studies/reviews,shall be completed by the Town or scoped and budgeted separately. • Caltrans Local Assistance Advertisement and award Package coordination is not included. • The Town shall notify CSG of the receipt of the Caltrans approved"E76 Authorization to Proceed with Construction"for CSG to finalize the bid package for advertisement. Task 3-Develop PS&E(95%and Bid Package) Since the project is a standard pavement project,CSG is proposing to save the Town money by foregoing the 65% submittal and jumping directly to the 95% submittal development. Comments from the "Conceptual Layout"and "Pavement Design Recommendations"will be implemented into the 95%PS&E development. After the Town's review of the 95%package, CSG will finalize the Bid Set PS&E package. Deliverables under this task include: • Title sheet • Marking pavement repair locations in the field, prepare list in excel spreadsheet that will be attached to the specification (Not to be shown on plans to expedite plan production process) • Prepare drawings in 1"=40' scale • Detail sheets with cross sections,typical standard details • Road improvement plans showing pavement rehabilitation, concrete improvements, and utility adjustments 1700 South Amphled Boulevard,Y°Floor, San Mateo,CA 94402 Phone:650-522-2500;Fax 650-522-2598 Email:csgstaffgcsgengr com;Online at wonv csgengr com V fii Mr.Richard Chiu Town of Los Altos Hills June 2,2014 Page 6 of 7 • Striping and signage plans • Quantity take offs and estimates • 95% PS&E package will be submitted in electronic format (MS Word, MS Excel, PDF, and AutoCAD) • Bid Set Package will be submitted electronically and with one hard copy of the PS&E documents suitable for Town reproduction Assumptions under this task include: • No topographic field survey shall be completed • Google Earth aerial images and/or Town GIS files shall be used to create base sheets for design • Landscaping is not included • Only utility frame and cover adjustments are included. No other underground utility work is anticipated. OPTIONAL Task 4—Bid Support CSG will provide bid support on an as-needed basis, will answer any technical questions that may arise and will coordinate the resolution of design questions through addenda. Services under this task include: • Attendance at the pre-bid meeting(if held) • Responses to all potential bidder questions pertaining to the plans and specifications. • Preparation of addenda OPTIONAL Task 5—Construction Support CSG will provide construction support on an as-needed basis, will answer any technical questions that may arise, and will coordinate the resolution of unanticipated project issues. Services under this task include: • Review and comment on the construction schedule and technical submittals • Preparation of responses to Requests for Information(RFI) • Review&recommendations for proposed Contract Changes(Rigs&CCO's) • Field visits and inspections of the work in the capaTown of design engineer • Involvement in the final inspection and development of punch list items • Technical input in case of design error or omission • Preparation and production of Record Drawings based on Contractor's redlined plans • Project coordination to resolve unanticipated issues Deliverables: o Submittal reviews,RFI responses,or other project correspondence during construction. o AutoCAD record drawings(1 electronic copy) o Hard copy record drawings(1 set,22"x 34") 1700 South Amphlelt Boulevard,3''Floor San Mateo,CA 94402 Phone:650-522-2500,Fax:650-522-2599 Email:csgstaff csgengccom',Online at www.csgengccom 41.0 Mr.Richard Chiu Town of Los Altos Hills June 2,2014 Page 7 of 7 SCHEDULE The Town has mentioned the project needs to secure the "E76 Authorization to Proceed with Construction"before April 2015. CSG proposes the following schedule to meet that deadline: • Kick Off Meeting 6/18/2014 • Pavement Design Recommendations and Concept Layout 7/16/2014 • 95%Submittal 8/13/2014 • E76 Submittal for Review 8/13/2014 • Town Review Comments 8/27/2014 • Final Bid Package 9/17/2014 The project schedule provides a PS&E package completed and approved by Caltrans Local Assistance months before the requested deadline. COST PROPOSAL CSG proposes to complete the proposed Caltrans Coordination and PS&E Design services with a lump sum total of$30,300. Bid and construction support services can be included to have a total service cost of$35,100.The breakdown for this fee, by task,is as follows: Main Tasks Amount 1—Project Setup,Coordination,Preliminary Engineering&Analysis $ 9,100 2—Caltrans Coordination and Project Approvals 8,100 3—Develop PS&E(95%and Bid Package) 13,100 SUBTOTAL FOR TASKS 1,2,&3 $ 30,300 Optional Tasks Amount 4—Bid Services 1,600 5—Construction Support&Record Drawings 3,200 TOTAL FOR ALL TASKS $ 35,100 We look forward to working with you on this project. Please call if you have any questions. Sincerely, CSG Consultants, Inc. 1 Deryk Daquigan,PE Senior Engineer Attached:Resource Allocation Estimate 1700 South Ampbbtl Boulevard.3'a Floor; San Mateo,CA 94402 Phone:650-522-2500,Fax:650-522-2599 Email.csgsug@ugengccom,Online at www.csgengucam V V EXHIBIT B COMPENSATION SCHEDULE Consulting Services Agreement between Town of Los Altos Hills and CSG Consultants, Inc.—Exhibit B Page 1 of 1 V 0 TOWN OF LOS ALTOS HILLS-EL MONTE ROAD PRESERVATION PROJECT RESOURCE ALLOCATION ESTIMATE-06/02/14 tu 28 Task Description _ Totals _ _ _ y 2. E Y c 4 4 0 imp- NO Q Lel Category $175 $160 $140 $120 $110 $100 $275 $80 Hours Cost Kick OR Meeting 3 3 $480 Project Setup OpGoing poordmation 1 8 $1,920 ROW Research Base Mapping 1 16 17 $3,440 Field &Assessments 2 12 12 26 $3,440 _ Utility Coordination __© 4 6 $680 Pavementment Design Recommendations and Conceptual layout 2 8 10 $1,280 Subtotal-Task3 0 16 12 12 20 0 0 0 70 $9,100 $0 '£S - r,;;r. . �i'..-- . K > e,.. 4 w•�-vt x-,a r; .., m s:d <=.. Field Review,PES Meetingm,and Supplemental Doccuments 2 12 14 $$480 Field Reviewtonof 3 3 $480 Completion of Technical Memos 0.5 2 2.5 _ $320 Completion of NEPA/CEPA Clearance 0.5 1 1.5 $200 DBE Goal Calculation 0.5 I 6 6.5 $800 _ Completion of E-76 documents to obtain Authorization for 4 20 24 $3,040 Construction _ Encroachment Permit Application and Modifications 1 2 3 $400 General Caltrans Coordinanpn 2 6 8 $1,040 Subtotal-Task2 0 113.5 10 49 0 0 0 0 62.5 $Q300 $0 Submittal ubmitt I Review Meetings and Minutes _ I I 6 litnllrlgll 95%Specifications 0.5 I 8 2 1 10.5 $1,608 95%Plans 05 I 6 16 i 16 38.5 $4,728 95%Estimate 0.5 2 10.5 $1,368 ___ Final Specifications 0.5 6 2 _ 8.5 $1,288 Final Plans 0.5 6 8 ' 4 18.5 $2,448 , Final Estimate 0.5 2 2 4.5 $648 —... . _Task_ Subtotal-Task 3 3 36 0l 38 I 20 0 0 0 97 $13,1001 $0 Preparation of addenda 2 j 4 I6 $8001 Rep nd to bidder'sq eons 2 I 4 6 $800 Subtotal-Task4 0 4 0 I 8 0 0 I 0 0 12 $1,600; $0 Preconstruction meeting I 3 3 $480 Submittal response 2 I 4 6 $800 RFI and CCO response 2 I 4 6 $800 Record Drawing preparation 1 8 9 $1,040 Subtotal-TaskS 0 8 0 1 8 8 0 0 0 24 $3,200 $0 Total All Tasks 3 77.5 12 125 48 0 0 0 265.5 $ 35,1001 $ - . u ,WY:^4R';fi,_. b,R'}'^"t" -irelilMie . , aleartriMillPhOODanaestaniksatromt.iN CSG Consultants,Inc. 2014-06-02-LAN-EL Monte Rd Preservation-Cost Proposal Page 1 6/2/2014 tie 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 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 with California 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 obligations,or the willful failure by the Consultant or subcontractor to pay the correct rates of Consulting Services Agreement between Town of Los Altos Hills and CSG Consultants, Inc.—Exhibit C Page 1 of 3 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 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. 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 Consulting Services Agreement between Town of Los Altos Hills and CSG Consultants, Inc.--Exhibit C Page 2 of 3 V 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 Town of Los Altos Hills and CSG Consultants, Inc.—Exhibit C Page 3 of 3 Q EXHIBIT D REIMBURSABLE EXPENSES Consulting Services Agreement between Town of Los Altos Hills and CSG Consultants, Inc.—Exhibit D Page 1 of 1