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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 Partied)as of Krti 7, 2018(the
'Effective Date'. J
Section 1. SERVICES. Subject to the terms and conditions set forth in this Agreement Contractor
shell 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 cont t In or
Inconsistency between the terms of the Agreement and Exhbit A,the Agreement shall prevail.
1.1 Term of Se lees. The term of this Agreement shall begin on the Effective Date and shag
end on la al I O 11 and Contractor shall complete the work described in Exhibit A
on or befo that date, unless the term of the Agreement is othorwise terminated or
extended, as provided for it 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, deskes the reassignment of any such persons,
Contractor shag, immediately upon receiving notice from Town of such desire of Town,
reassign such person or persons,
1.4 Time. Contractor shag 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 obigations hereunder.
1.5 Public Works Raaulrements, The services described in Fxhbit A constitute a public
works within the definition of Section 1720(a)(1)of the Catifomia Labor Code. As a result,
Contractor is required to comply with the provisions of the Labor Code applicable to public
works, to the extent set forth in pdtibit C. 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 10 pay Contractor a sum not to exceed
$50,080.00, notwithstanding any contrary Indications that may be contained In Contractor's proposal, far
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 Fxhlbit A, regarding the amount of
compensation, the Agreement shall prevail. Town shall pay Contractor for services rendered pursuant to
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this Agreement at the time and In the manner set forth herein. The payments specified below shall be the
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 Contractors estimated costs of providing the services required hereunder,
Inducting 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 aid 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 end purpose of actual expenditures for which reimbursement Is
sought;
• The Contractoes 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
shal have 30 days from the receipt of an Invoice that complies with atl of the requkements
above to pay Contractor.
2.3 final Payment Town shall pay the Inst 10% of the total sum due pursuant to this
Agreement vain 60 days after completion of the services and submittal to Town of a final
invoice,if all services required have been satisfactorily performed.
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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 (or any expense or cost
whatsoever incurred by Contractor in rendering services pursuant to this Agreement.
Town shall make no payment for any extra, furter, 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 Fent Fees for work performed by Contractor on an hourly basis shall not exceed
the amounts shown on the compensation schedule attached hereto as BMW($.
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 am 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 warrents that Contractor is a resident of the Stets 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 statue of any subcontractors and withhold taxes from non-Cafdomie
subcontractors as required by law.
2.8 Payment noon 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 dab 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 b 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 shell,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 is own cost and expense, unless otherwise specified below, shall procure the types and
amounts of insurance listed below against dalms 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
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provide proof satisfactory to Town of such insurance that meets the requirements of this section and under
forms of insurance satisfactory in WI respects,and that such Insurance is in effect prior to beginning work to
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 sob cost and expense, maintain
Statutory Workers' Compensation Insurance and Employees Liability Insurance for any
and all persons employed directly or indkec ly by Contractor. The Statutory Workers'
Compensation Insurance and Employees Liability Insurance shall be provided with limits of
not less than$1,000000.00 per accident. In the alternative,Contactor 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 or subrogation
against the Town and Its officers,officials,employees,and volunteers for loss arising from
work performed under this Agreement.
4.2 Commercial Genxel and Automobile Liability Insurance.
4.2.1 General reaulrements. Contractor, at is own cost and expense,shall maintain
commercial general and automobile Nabiity Insurance for the temi 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
tomo or other farm with a general aggregate limit Is used, either the general
aggregate limh shall apply separately to the work to be performed under this
Agreement or the general aggregate Int shall be at least twice the required
occurrence limit. Such coverage shall include but shal not be limited to,protection
against claims arising torn bodily end 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 scone of coverage. Commercial general coverage shall be at least as
broad as Insurance Services Office Commercial General Liability occurrence form
CO 0001 (most recent edition) covering comprehensive General LiabNty 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 I
(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 an 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. My Insurance or
self-insurance maintained by the Town, Its officers,oftdats,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. My deducible or self-Insured retention shall not exceed$150,000.00
per claim.
4.32 Claimsmrrade limitations. The following provisions shall apply if the professional
liability coverage is written on a claims-made form:
a. The retroactive date of the poky 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 poky 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.
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d. A copy of the claim reporting requirements must be submitted to the Town
for review prior to the commencement of any work under this Agreement.
4.4 NI Policies Requirements
44.1 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. AU 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 Contractors obligation to provide them. The
Town reserves the fight b 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 shalt 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 bases end related
Investigations, claim administration and defense expenses. Further, f any
Insurance policy Includes a selfInsured retention that must be paid by a named
Insured as a precondition of the Insurers liability, or which has the effect of
providing that payments of the sef-Insured retention by others,Including additional
Insureds or Insurers do not serve to satisfy the seg-insured retention, such
provisions must be modified by special endorsement ao 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 Insurers 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 Emit(.e.limit that Is eroded by the cost of defense).
4.4.5 Waiver of Subroaatlon. 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.
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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.
4.4.0 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
Contractors 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 RESPONSIBIUTIES.
Contractor shall indemnify, defend with counsel acceptable to Town, and hold harmless Town and its
officers, officials,employees, agents end volunteers from and against any and all liability, loss, damage,
daims, expenses, and costs(including without limitation, attorney's fees and costs and fees of litigation)
(collectively, 'Liabilltyl of every nature arising out of or in connection with Contractors negligent
pedomrence of the Services or its failure to comply with any of Its obligations contained h 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 Contractors obligation to defend and indemnity shall not be excused because of the Contractors
Inability to evaluate Liability or because the Contractor evaluates Liability and detemines 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 tine 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 Tovm 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
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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.
Notwithstanding the forgoing, to the extent this Agreement is a 'construction contract° as defined by
California Civil Code Section 2782, as may be amended horn 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
indemnity, defend, and hold harmless Town for the payment of any employee and/or employer
contdbutsns for PERS bends 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 shad
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 Contractor'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 Contractor
accomplishes services rendered pursuant to this Agreement. Notwithstanding any other
Town,state,or federal policy,rub,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 eligbility 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 contribudons and/or employee contributions for PERS benefits.
8.2 Contractor Not an Anent. Except as Town may specify in writing,Contractor shall have
no authority,repress 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 Governing La% 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
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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. 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 dudng
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 odgin,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 the
Agreement. Contractor shall comply with all appicable 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 nasitive 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 notlfcadon to Contractor.
Contractor may cancel this Agreement upon 30 days' wdtten 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 delNering to Town any or al 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. My such extension shall require a
written amendment to this Agreement,as provided for herein. Contractor understands and
agrees that,if Toon grants such an extension,Town shall have no obligation to provide
Contractor with compensation beyond the maximum amount provided for in this
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Agreement. Similady, unless authorized by the Contract Administrator,Town shall have
no obigation to reimburse Contractor 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 Assdgnment and Subcontracting. Town and Contractor recognize and agree that this
Agreement contemplates personal performance by Contractor and is based upon a
determination of Contractgis 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 shell 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 priorto 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 Ootione 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 piens,specifications, drawings, reports, design documenta, 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 Fthibt 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. Ni 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
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above,prepared pursuant to this Agreement am 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, specification, reports and other documents are
confidential and will not be released to third parties without prior written consent of both
parties.
9.2 Contractor's Books and Records. Contactor shall maintain any and all ledgers, books
of account, invoices, vouchers, canceled checks, and other records or docurhents
evidencing or relating to charges for services or expenditures and disbursements charged
to the Town under Otis Agreement for a minimum of 3 years, or far 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 $10,000.00, the Agreement shall be
subject to the examination and audit of the State Auditor,at the request of Town or as part
of any audit of the Town,for a period of 3 yeas after final payment under the Agreement.
Section 10 PESCELLANEOU$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 entified to reasonable attorneys'fees in addition to any other relief to which
that party may be entitled. The court may set such fees in the same action or In a
separate action brought for that purpose.
10.2 Venue. In the event that either party brings any action against the other under this
Agreement, the parties agree that trial of such action shall be vested exclusively in the
state courts of California in the County of Santa Clara or in the United States District Court
for the Northern District of California.
10.3 SeveraWOty, If a court of competent Judsdlction 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 provisbn 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 Aselone. The provisions of this Agreement shall inure to the benefit of
and shall apply to and bind the successors and assigns of the parties.
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10.e Use of Recycled Products. Contractor shall prepare and submit all reports, written
studies and other punted material on recycled paper to the extent hie available at equal or
less cost than virgin paper.
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 offidal in the work performed pursuant to this
Agreement. No officer or employee of Town shall have any financial interest in this
Agreement that would oblate California Government Code Sections 1090 et seq.
Contractor hereby represents that it Is not now,nor has it been In the previous 12 mantas,
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,khcluding reknbursement
of expenses, and Contractor will be required to reimburse the Town for any sums pail 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 Richard Chis Jr.
('Contract Administrator'). All correspondence shall be directed to or through the Contract
Administrator or his or her designee.
10.10 bg{m, Any written notice to Contactor 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:
Richard Chiu Jr.
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
Contracting Services Agreement between
Town of Los Altos Hills and ENGEO Page 12 of 14
V
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
reporUdesign responsibly.
10.12 Integration. This Agreement, Including the scope of work attached hereto and
Incorporated herein as Exhibits A, B. end 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
xhlhit C Public Works Requirements
10.13 Counterparts. This Agreement may be executed in multiple counterparts,each of which
shall he an original and all of which together shall constitute one agreement
[SIGNATURES ON FOLLOWING PAGE]
Contracting Services Agreement between
Town of Los Mos Hills and ENGEO Page 13 of 14
Ir
The Parties have executed this Agreement as of the Effective Date.
TOWN OF LOS ALTILLS CONTRACTOR
Cad Cahill,City Manager . ' • .. .tram-Ann - , - -
tAacLirt%U• nc: kwAEftner
Attest:D
�Aa �� ,,/Q
Deborah Padovan,Town perk
Approved as to Form:
Steven , , wn ey
1070973.1
Contracting Services Agreement between
Town of Los Allot Hills and ENGEO Page 14 of 14
RESOLUTION 30-18
A RESOLUTION OF THE CITY COUNCIL OF
THE TOWN OF LOS ALTOS HILLS AWARDING A CONTRACT
TO PROVIDE PERMITTING SERVICES FOR
CREEK OPERATIONS AND MAINTENANCE TO ENGEO INCORPORATED
WHEREAS,the Public Works Director/City Engineer of the Town of Los Altos Hills did, duly
examine and consider all proposals submitted for permitting services for creek operations and
maintenance in Los Altos Hills, California;and
WHEREAS, the Public Works Director/City Engineer recommends that the contract for the
permitting services be awarded to ENGEO Incorporated, in an amount not to exceed$50,060;
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 $50,060 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 regular meeting held on the 19th day of April, 2018 by the following vote:
AYES: Radford, Spreen,Corrigan, Waldeck,Wu
NOES: None
ABSTAIN: None
ABSENT: None
BY:
John Radford,Mayo,
ATTEST:
.1 cdiPiG --
Deborah Padovan, City Clerk
Resolution 30-18 Page I
fir+ V
EXHIBIT A
SCOPE OF SERVICES
Contracting Services Agreement between
Town of Los Mos Hills and ENGEO Page 1 of 1
Exhibit A
Town of Los Altos Hills Statement of Qualifications
P2010.000.347 Operation and Maintenance Permits
PROPOSAL FOR PERMITTING SERVICES
This proposal is to provide services for the Town of Los Altos Hills to obtain federal end state
operations and maintenance permits for creek systems located within the Town's incorporation
limits.This scope of services has been prepared based on our recent experience working on the
Barron Creek Restoration Project and several projects located near Matadero Creek, *doh
required Interactions with USAGE, RWQCB end CDFW staff.We are basing the following scope
of work from a map furnished to us by Town staff(Reference 2)showing 26 potential maintenance
locations along Matadero, Deer, Barron, Dry, Purissima, Adobe and Hale Creeks. We also
performed a mora detailed study for the Town in Reference I along Matadoro Creek,which has
been incorporated into this scope.We assume that the Santa Clara Valley Water District will no
longer be performing routine maintenance at these Identified locations within the Town's
Incorporation limits and hence, the Town will take over as the responsible maintenance entity,
and will be required to obtain federal and state permits to perform maintenance tasks in and along
identified creek corridors at the 26 locations.
SCOPE OF SERVICES
1. INTERAGENCY MEETING
Prior to beginning of the permitting effort,we propose to attend an interagency meeting with the
United States Army Corps of Engineers,the United States Fish and Wildlife Service, the Regional
Water Quality Control Board, and the California Department of Fish and Wildlife to discuss the
Towns needs and develop a refined permitting strategy with all agencies in the discussion.We
assume at least one person from the Town staff can attend. These meetings take place in
downtown San Francisco at the Army Corps of Engineers office once a month.This would require
approximately4-6 weeks to schedule assuming avaiiabilityon the agenda for the upcoming month
when attendance Is proposed.
2. BIOLOGICAL EVALUATION
We propose to summarize biological species of Interest under federal and state law in a biological
document that will be used In the permitting effort.The most critical species In Los Altos Hills that
may be found in local creeks Is the federally listed California Red-Legged Frog species. For
Matadero Creek,we have already discussed,and agreed,that Steeihead Trout are not found as
far upstream as Los Altos Hills with the USACE. This document will be prepared by Live Oak
Associates who have worked extensively In the Los Altos Hills area.
3. INVENTORY OF TYPICAL ROUTINE CREEK MAINTENANCE
We wig develop an Inventory of typical routine creek maintenance activities that will require
intervention Into any of the Town's Creek systems that would require permit coverage from the
relevant federal and state agencies. In general,activities that do not disturb the ground such as
tree trimming do not require permits. However,de-slating of creeks and culverts, large vegetation
removal,and creek bank erosion repairs that alter the bank or streambed do require permits.The
Inventory would provide a Ilst of repairs and locations that would be used by the relevant federal
and state agencies to grant permitting clearances.
4. PERMITS
ENGEC)VLV —._—- Page 54 January 26,2018
—oe.�rawwr,s.—
Town of Los Altos Hills Statement of Qualifications
P2018.000.347 Oparagon and Maintenance Permits
We will apply for permits from the CDF1N, USACE end RWQCB for permit coverage for routine
maintenance activities. Based on our understanding of RWQCB procedures, a mitigation
component may be necessary for maintenance actMties associated with Matadero Creek
upstream of Page MM Road where routine sediment removal will be required. The Town'may
need to develop a long-term mitigation plan incorporating riparian enhancement as an offset to
this maintenance activity.We are basing our fee estimate assuming current activities performed
by the Town In the Byrne Reserve may compensate for temporary losses associated with dasilting
Matadero Creek in this area.
We assume for purposes of this proposal that the Town will be able to process a Categorical
Exemption for this work as a California Environmental Quality Act(CEQA)for any maintenance
ash/ties identified in this scope of work.
FEE
We propose to provide the above scope of scope based on these approximate fees. A detailed
fee estimate is Included with the proposal
1. Interagency Meeting-$3000
2. Biological Evaluation-$5,500
3. Inventory of Creek Maintenance Activities-$9,500
4. COFWAISACE/RWQCB permits-$41,000
For an estimated fee of$50,000.
We currently estimate permit fees from the RWQCB and CDFW to be approximately$9,000 for
this effort.
We estimate permits from the USACE and RWQCB will require approximately 12-months to
obtain after the Interagency meeting takes place. However, the CDFW permit may be issued in
as little as 120-days.
References: 1, ENGEO incorporated; Maintenance Recommendations for Matadem Creek,
Upstream of Page Mil Road,Town of Los Altos Hills,April 3,2017,Project No.
11359.000.001.
2. Town of Los Moe Hills,Creek Map with Maintenance Locations Noted by Town
Staff,undated.
ENGEC) Page I55 January 25,2018
111110
EXHIBIT B
COMPENSATION SCHEDULE
•
Contracting Services Agreement between
Town of Los Altos Fills and ENGEO Page 1 of 1
Exhibit B
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EXHIBIT C
PROVISIONS REQUIRED FOR PUBLIC WORKS CONTRACTS
PURSUANT TO CALIFORNIA LABOR CODE SECTION 1720 ET SEQ.
HOURS OF WORK:
A. In accordance with California Labor Code Section 1810, 8 hours of labor In performance of the
services described in Exhibit A shall constitute a legal days work under this contract
B. In accordance with California Labor Code Section 1811, the time of service of my 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 ell 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 Contractor and its subcontractors shal forfeit as a penalty to the Town$25 for each worker
employed In the performance of the services described In EoQtibit A for each calendar day during
which the worker is required or pemitted 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 wih California Labor Code Seton 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, Div'sion 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 Contractor and
subcontractors engaged in the performance of the services described In Exhibit A shal pay no
lass than these rates to all persons engaged in performance of the services described in Esl iha
A.
B. In accordance with Labor Code Section 1775,the Contractor and any subcontractors engaged in
performance of the services described in Exhibit A shall comply Labor Code Section 1775,which
establishes a penalty of up to$50 per day for each worker engaged in the performance of the
services described In exhibit P that the Contractor 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, hadverfence, or neglect of
the Contractor or subcontractor In falling to pay the correct rate of prevailing wages, or the
previous record of the Contractor or subcontractor In meeting applicable prevailing wage
Contracting Services Agreement between
Town of Los Mos Hills and ENGEO Page 1 of 3
Exhibit C
V
obligations, or the willful failure by the Contractor or subcontractor to pay the correct rates of
prevailing wages. A mistake, Inadvertence, or neglect in fang to pay the carted rate of
prevailing wages is not excusable if the Contractor or subcontractor had knowledge of their
obligations under the California Labor Code. The Contractor or subcontractor shall pay the
difference between the prevailing wage rates and the amount paid to each worker for each
calendar day or porton 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
dol paid the general prevailing per diem wages by the subcontractor,the Contractor Is not liable
for any penalties therefore unless the Contactor had knowledge of that failure or unless the
Contractor fads to comply with all of the following requirements:
1. The contract executed between the Contractor 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 Contractor shall monitor payment of the specified general prevaling rate of per diem
wages by the subcontractor by periodic review of the subcontractor's certified payroll
records.
3. Upon becoming aware of a subcontractors failure to pay the specified prevailing rate of
wages, the Contractor shall diligently take corrective action to halt or rectify the failure,
Including, but not limited to, retaining sufficient Ponds due the subcontractor for
performance of the services described In Exhibit A.
4. Prior to making final payment to the subcontractor, the Contractor shall obtan 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 Contractor 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 employers employees on the public works project.
Contacting Set Agreement between
Town of Los Altos Hills and ENGEO Page 2 of 3
Exhibit C
Q
The payroll records required pursuant to California Labor Code Section 1776 shall be certified
and shall be available for inspection by the Owner and its authorized representatives, the
Division of Labor Standards Enforcement, the Division of Apprenticeship Standards of the
Department of IndusWal Rdatbns and shall otherwise be available for inspection in accordance
with Caffomla Labor Code Section 1776.
D. In accordance with California Labor Code Section 1777.5, the Contractor, on behalf of the
Contractor and any subcontractors engaged In performance of the services described In DOM
A, shall be responsible for ensuring compfance 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 Contractor 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 neatly corresponds to services
described In Eththlt 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.
Contracting Services Agreement between
Town of Los Albs Hills and ENGEO Page 3 of 3
Exhibit C