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CONTRACTING SERVICES AGREEMENT BETWEEN
THE TOWN OF LOS ALTOS HILLS AND
ENGEO
THIS AGREEMENT for Contracting services is made by and between the Town of Los Altos Hills
("Town") and ENGEO ("Contractor) (together referred to as the "Parties") as of Su k 2n , 2017 (the
"Effective Date").
Section 1. SERVICES. Subject to the terms and conditions set forth in this Agreement, Contractor
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 six (6) months from effective date, and Contractor 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 Contractor 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. Contractor shall perform all services required pursuant to this
Agreement according to the standards observed by a competent practitioner of the
profession in which Contractor is engaged.
1.3 Assignment of Personnel. Contractor 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,
Contractor shall, immediately upon receiving notice from Town of such desire of Town,
reassign such person or persons.
1.4 Time. Contractor 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 Contractor's obligations hereunder.
1.5 Public Works Requirements. The services described in Exhibit A constitute a public
works within the definition of Section 1720(a)(1) of the California Labor Code. As a result,
Contractor is required to comply with the provisions of the Labor Code applicable to public
works. Contractor shall waive, indemnify, hold harmless, and defend Town concerning any
liability arising out of Labor Code Section 1720 et seq.
Section 2. COMPENSATION. Town hereby agrees to pay Contractor a sum not to exceed
$18,000.00, notwithstanding any contrary indications that may be contained in Contractor's proposal, for
services to be performed and reimbursable costs incurred under this Agreement. In the event of a conflict
between this Agreement and Contractors proposal, attached as Exhibit A, regarding the amount of
compensation, the Agreement shall prevail. Town shall pay Contractor for services rendered pursuant to
this Agreement at the time and in the manner set forth herein. The payments specified below shall be the
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only payments from Town to Contractor for services rendered pursuant to this Agreement. Contractor shall
submit all invoices to Town in the manner specified herein. Except as specifically authorized by Town in
writing, Contractor shall not bill Town for duplicate services performed by more than one person.
Contractor and Town acknowledge and agree that compensation paid by Town to Contractor under this
Agreement is based upon Contractor's estimated costs of providing the services required hereunder,
including salaries and benefits of employees and subcontractors of Contractor. Consequently, the parties
further agree that compensation hereunder is intended to include the costs of contributions to any pensions
and/or annuities to which Contractor 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. Contractor 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 Contractor
and each employee, agent, and subcontractor of Contractor performing services
hereunder as well as a separate notice when the total number of hours of work by
Consultant and any individual employee, agent, or subcontractor of Consultant
reaches or exceeds eight hundred (800) hours, which shall include an estimate of
the time necessary to complete the work described in Exhibit A;
• The amount and purpose of actual expenditures for which reimbursement is
sought;
• The Contractors signature;
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 Contractor.
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 Contractor pursuant to
this Agreement. Town shall not pay any additional sum for any expense or cost
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whatsoever incurred by Contractor 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 Contractor 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 Contractor on an hourly basis shall not exceed
the amounts shown on the compensation schedule attached hereto as Exhibit B.
2.6 Reimbursable Expenses. Reimbursable expenses are specified below, and shall not
exceed $0.00. Expenses not listed below are not chargeable to Town. Reimbursable
expenses are included in the total amount of compensation provided under this Agreement
that shall not be exceeded.
2.7 Payment of Taxes. Contractor is solely responsible for the payment of employment taxes
incurred under this Agreement and any similar federal or state taxes. Contractor
represents and warrants that Contractor is a resident of the State of California in
accordance with California Revenue & Taxation Code Section 18662, as may be
amended, and is exempt from withholding. Contractor accepts sole responsible for
verifying the residency status of any subcontractors and withhold taxes from non-California
subcontractors as required by law.
2.8 Payment upon Termination. In the event that the Town or Contractor terminates this
Agreement pursuant to Section 8, the Town shall compensate the Contractor for all
outstanding costs and reimbursable expenses incurred for work satisfactorily completed as
of the date of written notice of termination. Contractor shall maintain adequate logs and
timesheets to verify costs incurred to that date.
2.9 Authorization to Perform Services. The Contractor 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, Contractor 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,
Contractor, 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 Contractor and its agents,
representatives, employees, and subcontractors. Consistent with the following provisions, Contractor 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
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the Town. Contractor 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 Contractor's bid. Contractor shall not
allow any subcontractor to commence work on any subcontract until Contractor 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. Contractor shall maintain all required insurance listed herein for the duration of this Agreement.
4.1 Workers' Compensation. Contractor 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 Contractor. The Statutory Workers'
Compensation Insurance and Employers Liability Insurance shall be provided with limits of
not less than $1,000,000.00 per accident. In the alternative, Contractor 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
Contractor, 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. Contractor, 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 $1,000,000.00 per occurrence, combined
single limit coverage for risks associated with the work contemplated by this
Agreement. If a Commercial General Liability Insurance or an Automobile Liability
form or other form with a general aggregate limit is used, either the general
aggregate limit shall apply separately to the work to be performed under this
Agreement or the general aggregate limit shall be at least twice the required
occurrence limit. Such coverage shall include but shall not be limited to, protection
against claims arising from bodily and personal injury, including death resulting
therefrom, and damage to property resulting from activities contemplated under
this Agreement, including the use of owned and non-owned automobiles.
4.2.2 Minimum scope of coverage. Commercial general coverage shall be at least as
broad as Insurance Services Office Commercial General Liability occurrence form
CG 0001 (most recent edition) covering comprehensive General Liability on an
"occurrence" basis. Automobile coverage shall be at least as broad as Insurance
Services Office Automobile Liability form CA 0001 (most recent edition), Code 1
(any auto). No endorsement shall be attached limiting the coverage.
4.2.3 Additional requirements. Each of the following shall be included in the
insurance coverage or added as a certified endorsement to the policy:
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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 Contractor; or automobiles owned,
leased, hired, or borrowed by the Contractor.
c. For any claims related to this Agreement or the work hereunder, the
Contractors 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 Contractors 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. Contractor, 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 $4,000,000.00 covering the licensed professionals' errors and
omissions. Any deductible or self-insured retention shall not exceed $150,000.00
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, Contractor must 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.
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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,
Contractor shall furnish Town with complete copies of all policies delivered to
Contractor 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 Contractor
beginning work, it shall not waive the Contractor'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. Contractor 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 Contractor shall provide a financial guarantee
satisfactory to the Town guaranteeing payment of losses and related
investigations, claim administration and defense expenses. Further, if any
insurance policy includes a self-insured retention that must be paid by a named
insured as a precondition of the insurer's liability, or which has the effect of
providing that payments of the self-insured retention by others, including additional
insureds or insurers do not serve to satisfy the self-insured retention, such
provisions must be modified by special endorsement so as to not apply to the
additional insured coverage required by this agreement so as to not prevent any of
the parties to this agreement from satisfying or paying the self-insured retention
required to be paid as a precondition to the insurer's liability. Additionally, the
certificates of insurance must note whether the policy does or does not include any
self-insured retention and also must disclose the deductible.
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. Contractor hereby agrees to waive subrogation which
any insurer or contractor may require from vendor by virtue of the payment of any
loss. Contractor 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 Contractor, its employees,
agents, and subcontractors.
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4.4.6 Subcontractors. Contractor 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.
4.5 Remedies. In addition to any other remedies Town may have if Contractor 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
Contractor'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 Contractor to stop work under this Agreement or withhold any payment that
becomes due to Contractor hereunder, or both stop work and withhold any payment,
until Contractor demonstrates compliance with the requirements hereof;and/or
• Terminate this Agreement.
Section 5. INDEMNIFICATION AND CONTRACTOR'S RESPONSIBILITIES.
Contractor shall indemnify, defend with counsel acceptable to Town, and hold harmless Town and its
officers, officials, employees, agents and volunteers from and against any and all liability, loss, damage,
claims, expenses, and costs (including without limitation, attorney's fees and costs and fees of litigation)
(collectively, "Liability") of every nature arising out of or in connection with Contractor's negligent
performance of the Services or its failure to comply with any of its obligations contained in this Agreement,
except such Liability caused by the sole negligence or willful misconduct of Town.
Contractor's aggregate liability hereunder shall be limited by Town to$4,000,000.00 regardless of the legal
theory under which such liability is imposed.
The Contractor's obligation to defend and indemnify shall not be excused because of the Contractor's
inability to evaluate Liability or because the Contractor evaluates Liability and determines that the
Contractor is not liable to the claimant. The Contractor 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
Contractor 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 Contractor 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 Contractor accepts or rejects the
tender of defense,whichever occurs first.
With respect to third party claims against the Contractor, the Contractor waives any and all rights of any
type to express or implied indemnity against the Indemnitees.
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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 Contractor to
indemnify shall not apply when to do so would be prohibited by California Civil Code Section 2782.
In the event that Contractor or any employee, agent, or subcontractor of Contractor 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, Contractor shall
indemnify, defend, and hold harmless Town for the payment of any employee and/or employer
contributions for PERS benefits on behalf of Contractor or its employees, agents, or subcontractors,as well
as for the payment of any penalties and interest on such contributions, which would otherwise be the
responsibility of Town.
Section 6. STATUS OF CONTRACTOR.
6.1 Independent Contractor. At all times during the term of this Agreement, Contractor shall
be an independent contractor and shall not be an employee of Town. Town shall have the
right to control Contractor only insofar as the results of Contractors 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 Contractor
accomplishes services rendered pursuant to this Agreement. Notwithstanding any other
Town, state, or federal policy, rule, regulation, law, or ordinance to the contrary, Contractor
and any of its employees, agents, and subcontractors providing services under this
Agreement shall not qualify for or become entitled to, and hereby agree to waive any and
all claims to, any compensation, benefit, or any incident of employment by Town, including
but not limited to eligibility to enroll in the California Public Employees Retirement System
(PERS) as an employee of Town and entitlement to any contribution to be paid by Town
for employer contributions and/or employee contributions for PERS benefits.
6.2 Contractor Not an Agent. Except as Town may specify in writing, Contractor shall have
no authority, express or implied,to act on behalf of Town in any capacity whatsoever as an
agent. Contractor shall have no authority, express or implied, pursuant to this Agreement
to bind Town to any obligation whatsoever.
Section 7. LEGAL REQUIREMENTS.
7.1 Goveminq Law. The laws of the State of California shall govern this Agreement.
7.2 Compliance with Applicable Laws. Contractor 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, Contractor and any subcontractors
shall comply with all applicable rules and regulations to which Town is bound by the terms
of such fiscal assistance program.
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7.4 Licenses and Permits. Contractor represents and warrants to Town that Contractor 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. Contractor represents to Town that Contractor 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, Contractor and any
subcontractors shall obtain and maintain during the term of this Agreement valid Business
Licenses from Town.
7.5 Nondiscrimination and Equal Opportunity. Contractor 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 Contractor under this
Agreement. Contractor 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 Contractor thereby.
Contractor 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 Contractor.
Contractor 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, Contractor shall be entitled to compensation for services
performed to the effective date of termination; Town, however, may condition payment of
such compensation upon Contractor delivering to Town any or all documents,
photographs, computer software, video and audio tapes, and other materials provided to
Contractor or prepared by or for Contractor 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. Contractor understands and
agrees that, if Town grants such an extension, Town shall have no obligation to provide
Contractor 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 Contractor for any otherwise reimbursable expenses incurred
during the extension period.
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8.3 Amendments. The parties may amend this Agreement only by a wilting signed by all the
parties.
8.4 Assignment and Subcontracting. Town and Contractor recognize and agree that this
Agreement contemplates personal performance by Contractor and is based upon a
determination of Contractor'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 Contractor.
Contractor may not assign this Agreement or any interest therein without the prior written
approval of the Contract Administrator. Contractor 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 Contractor shall survive
the termination of this Agreement.
8.6 Options upon Breach by Contractor. If Contractor 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 Contractor pursuant to this Agreement;
8.6.3 Retain a different Contractor to complete the work described in Exhibit A not
finished by Contractor;or
8.6.4 Charge Contractor 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 Contractor pursuant to Section 2 if Contractor had completed the
work.
Section 9. KEEPING AND STATUS OF RECORDS.
9.1 Records Created as Part of Contractor'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
Contractor prepares or obtains pursuant to this Agreement and that relate to the matters
covered hereunder shall be the property of the Town. Contractor hereby agrees to deliver
those documents to the Town 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 Contractor agree that, until
final approval by Town, all data, plans, specifications, reports and other documents are
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confidential and will not be released to third parties without prior written consent of both
parties.
9.2 Contractor's Books and Records. Contractor 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 Contractor to this Agreement.
9.3 Inspection and Audit of Records. Any records or documents that Section 9.2 of this
Agreement requires Contractor to maintain shall be made available for inspection, audit,
and/or copying at any time during regular business hours, upon oral or written request of
the Town. Under California Government Code Section 8546.7, if the amount of public
funds expended under this Agreement exceeds $10,000.00, the Agreement shall be
subject to the examination and audit of the State Auditor, at the request of Town or as part
of any audit of the Town,for a period of 3 years after final payment under the Agreement.
Section 10 MISCELLANEOUS PROVISIONS.
10.1 Attorneys' Fees. If a party to this Agreement brings any action, including an action for
declaratory relief, to enforce or interpret the provision of this Agreement, the prevailing
party shall be entitled to reasonable attorneys' fees in addition to any other relief to which
that party may be entitled. The court may set such fees in the same action or in a
separate action brought for that purpose.
10.2 Venue. In the event that either party brings any action against the other under this
Agreement, the parties agree that trial of such action shall be vested exclusively in the
state courts of 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. Contractor 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.
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10.7 Conflict of Interest. Contractor may serve other clients, but none whose activities within
the corporate limits of Town or whose business, regardless of location, would place
Contractor in a "conflict of interest," as that term is defined in the Political Reform Act,
codified at California Government Code Section 81000 et seq.
Contractor 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.
Contractor hereby represents that it is not now, nor has it been in the previous 12 months,
an employee, agent, appointee, or official of the Town. If Contractor was an employee,
agent, appointee, or official of the Town in the previous twelve months, Contractor
represents that it did not participate in any manner in the forming of this Agreement.
Contractor understands that, if this Agreement is made in violation of Government Code §
1090 et seq., the entire Agreement is void and Contractor will not be entitled to any
compensation for services performed pursuant to this Agreement, including reimbursement
of expenses, and Contractor will be required to reimburse the Town for any sums paid to
the Contractor. Contractor 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. Contractor 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 Allen Chen.
("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 Contractor shall be sent to:
Jonathan Buck
ENGEO
2010 Crow Canyon Place, Suite 250
San Ramon, CA 94583
Any written notice to Town shall be sent to:
Allen Chen
Public Works Department
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
Contracting Services Agreement between
Town of Los Altos Hills and ENGEO Page 12 of 14
"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 Contractor and supersedes all prior negotiations,
representations, or agreements, either written or oral.
Exhibit A Scope of Services
Exhibit B Payment Schedule
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.
[SIGNATURES ON FOLLOWING PAGE]
Contracting Services Agreement between
Town of Los Altos Hills and ENGEO Page 13 of 14
The Parties have executed this Agreement as of the Effective Date.
TOWN OF LOS A TOS HILLS CONTRACTOR,11f�
ENGEO
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Carl ahill, City Manager (Print Name)
Attest: ��'��J//� _
��aUC P (Sig re)
Deborah Padovan, Town Clerk
Approved as to Form:
Steven T. Mattas,Town Attorney
1070873.1
Contracting Services Agreement between
Town of Los Altos Hills and ENGEO Page 14 of 14
RESOLUTION 17-14
A RESOLUTION OF THE CITY COUNCIL
OF THE TOWN OF LOS ALTOS HILLS AUTHORIZE THE CITY MANAGER TO
AWARD A CONTRACT WITH THE LOWEST RESPONSIBLE BIDDER IN AN
AMOUNT NOT TO EXCEED $350,000 FOR THE CONSTRUCTION OF
2014 SANITARY SEWER MAINLINE ROOT FOAMING PROJECT
t
WHEREAS, the City Manager recommends that the contract for said project be awarded to the.
lowest responsible bidder, in an amount not to exceed$350,000; and
WHEREAS, the Public Works Director recommends that funds of$70,000 be made available
for construction contingency, inspection and testing of said project; and
NOW, THEREFORE, BE IT RESOLVED by the City Council of the Town of Los Altos Hills
that:
1. The City Manager is hereby authorized to award a contract with the lowest
responsible bidder in an amount not to exceed$350,000."
2. The City Manager is hereby authorized to execute necessary contracts with an
inspection and testing firms in an amount not to exceed$35,000.
3. The Public Works Director is hereby authorized to approve contract change orders in
an amount not to exceed $35,000.
The above and foregoing resolution was passed and adopted by the City Council of the Town of
Los Altos Hills at a regular meeting held on the 17th day of April, 2014 by the following vote:
AYES: Radford, Corrigan, Harpootlian, Larsen, Waldeck
.NOES: None
ABSTAIN: None
ABSENT: None
BY:
ohn Radford, Mayor
ATTEST:
eborah Padovan, City Clerk
Resolution 17-14 Page 1
EXHIBIT A
SCOPE OF SERVICES
Contracting Services Agreement between
Town of Los Altos Hills and ENGEO Page 1 of 1
Exhibit A
V
Et3Ec EXHIBIT A GEOTECHNICAL
ENVVIRONMENTAL
WATER RESOURCES
Expect Excellence CONSTRUCTION SERVICES
Project No.
11359.000.002
Mr. Allen Chen
Public Works Director
Town of Los Altos Hills
26379 W. Fremont Road
Los Altos Hills, CA 94022
Subject: Pedestrian Bridge near Intersection of Paseo Del Roble and Page Mill Rd.
Los Alto Hills, California
PROPOSAL FOR BRIDGE CONSULTATION SERVICES
Dear Mr. Chen
We are pleased to submit this proposal to provide services for you bridge project located near the
intersection of Page Mill Road and Paseo Del Roble in Los Altos Hills, California. The purpose of our
services is to provide survey, site geotechnical data, structural calculations and plans, specs and
estimates as well as permitting support for a proposed pre-fabricated pedestrian bridge over a
tributary of Matadero Creek.
PROPOSED BRIDGE
The proposed bridge will be selected to match an existing pedestrian bridge on the upstream side of
Page Mill Road in the same general creek crossing area. Based on our discussions with Contech,
the bridge manufacturer, the bridge can be pre-fabricated, brought on site and installed in a shallow
footing system built in place by the selected contractor. They preliminarily estimated the bridge and
installed costs will run approximately$40,000 for a 30-foot span, not including inspection costs.
SCOPE OF SERVICES
1. SURVEY:
We propose to perform a topographic survey of the creek area to develop the most appropriate
locations for the abutments. The survey will be performed by PLS Surveys. The survey will be tied
into a Los Altos Hills Benchmark.
2. GEOTEHCNIAL EXPLORATION AND REPORT:
We propose to perform a foundation exploration to identify geotechnical considerations for
construction of the proposed crossing. The scope of services will include a field exploration, analysis
of geotechnical data, and preparation of a design-level report including conclusions and
recommendations for the proposed bridge structure.
The field exploration will consist of drilling two borings along either side of the creek, extending to
depths of approximately 10 feet below ground surface (bgs), or to rig refusal if it occurs at a
shallower depth. The purpose of the borings is to provide an assessment of subsurface conditions to
evaluate their geotechnical engineering characteristics for foundation recommendations. Soil
cuttings from the exploratory borings will be spread at the site, except that under no circumstances
shall any soil or other fill material be placed within the Waters of the United States, which is defined as
the area below the Ordinary High Water line.
2010 Crow Canyon Place, Suite 250•San Ramon,CA 94583•(925)866-9000•Fax(888)279-2698
www.engeo.com
two
J
Town of Los Altos Hills 11359.000.002
Pedestrian Bridge near Paseo Del Roble March 31, 2017
PROPOSAL FOR BRDIGE CONSULTATION SERVICES Page 2
An ENGEO representative will observe the boring drilling operations and log the subsurface
conditions encountered. Soil samples will be taken at frequent intervals for visual classification and
strength characteristic purposes. Corrosion study of the site soils is not included in our scope of
services and can be provided upon request.
Prior to our field exploration, we will mark the exploration locations and notify underground service
alert(USA)at least 72 hours before performing the field exploration.
Based on the above scope of services, our report will include the items described below.
• Suitability of the site for the proposed improvements.
• Treatment of geotechnical constraints, such as loose/soft surface soils, existing fills,
compressible soils, and expansive soils, as necessary based on field exploration results.
• Conceptual measures to mitigate hazards and geotechnical constraints as appropriate.
• Earthwork recommendations, including site grade preparation and recommendations for
engineered fill placement.
• California Building Code seismic criteria.
• Recommendations for the recommended foundation system(s)for the bridge
3. FOUNDATION RECOMMENDATIONS
Based on the results of the topographic survey, the geotechnical report and input from the
manufacturer. Quilici Engineers, Inc.will provide foundation design and calculations for the proposed
pedestrian bridge abutments.
4. PLANS, SPECIFICATIONS AND ESTIMATES
We will provide civil engineering plans, engineering specifications and a cost estimate to the Town of
Los Altos Hills for bidding purposes. We will also be available to answer questions from the bidders.
5. CEQA/STREAMBED ALTERATION AGREEMENT
We recommend that the Town of Los Altos Hills adopt a Categorical Exemption for the project to
fulfill California Environmental Quality Act(CEQA) requirements at a minimum, and also apply to the
California Department of Fish and Wildlife (CDFW) for a Streambed Alteration Agreement (SAA).
We can provide a project description and provide a completed SAA application to the Town based
on biological studies already performed at the Matedero Creek project near Berry Hill Court. For
purposes of this proposal, we assume limited review by the CDFW for this project based on its
location and minimal impact to the creek. We estimate permitting fees with CDFW to be
approximately$2,200, which is not included in this fee estimate.
FEE AND SCHEDULE
We propose to provide the above scope of services as follows.
1. Topographic Survey-$2,500
2. Geotechnical Exploration and Report-$5,500
3. Foundation Recommendations-$3,500
4. Plans, Specifications and Estimates-$3,500
5. CEQA/SAA-$3,000
For a total fee of$18,000.
V J
Town of Los Altos Hills 11359.000.002
Pedestrian Bridge near Paseo Del Roble March 31, 2017
PROPOSAL FOR BRDIGE CONSULTATION SERVICES Page 3
We estimate the survey can be completed within 3-weeks after signed authorization to proceed is
received. Our field program will take one day to complete. We anticipate completing the foundation
exploration report within approximately 3 weeks of completing the topographic survey. We estimate
plans, specifications and estimates will take an additional 3 weeks after the geotechnical exploration
is completed. The SAA from CDFW typically takes 90-days to process. Therefore, we expect to be
completed with the technical work at approximately the same time this Agreement is finalized.
SITE ACCESS
Necessary removal or unlocking of fences or gates, permission to enter the site from the current
owners or leaseholders, and/or required use permits must be secured by the client prior to our field
activities. If site access or weather conditions restrict our field operations, a revision to our estimate
may be necessary.
We will notify Underground Service Alert(USA) at least 2 days (not including the day we call) prior to
performing our subsurface exploration to locate public utilities bordering the property limits. We and
our subcontractors accept no responsibility for damage to existing utilities not accurately located or
for rutting or surficial disturbance at the site. In the event potentially hazardous materials are
identified visually or by odor within our exploratory borings, we will notify you as soon as possible of
such an occurrence in order to mutually decide whether to continue, modify, or cease the remainder
of the field exploration program. Additional costs incurred as a result of encountering suspected
hazardous materials will be charged on a time-and-expense basis over and above the estimated fee
for the exploration proposed herein.
PROFESSIONAL SERVICES AGREEMENT
If the above scope of services and fee are acceptable, please forward an addendum to the Consultant
Contract, dated July 16, 2014. Our service will not commence without prior receipt of an executed
agreement.
We look forward to serving you on this project. If you have any questions or comments regarding the
scope of services or fee, please call and we will be glad to discuss them with you.
Sincerely,
ENGEO Incorporated
net Zepeda /than Buck
:taff Engineer Associate
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EXHIBIT B
COMPENSATION SCHEDULE
Contracting Services Agreement between
Town of Los Altos Hills and ENGEO Page 1 of 1
Exhibit B
41
EXHIBIT B
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