HomeMy WebLinkAboutEOA, Inc.CONSULTING SERVICES AGREEMENT BETWEEN
THE TOWN OF LOS ALTOS HILLS AND
EOA, Inc.
THIS AGREEMENT for consulting services is made by and between the Town of I -os Altos Hills
("Town" and EOA, Inc, ("Consultant") (together sometimes referred to as the "Parties") as of
;q0'0rK*f- 91 2018 (the "Effective Date"),
Sec ' tion 1. SERVICES, Subject to the terms and conditions set forth in this Agreement, Consultant
shall provide to Town the services described in the Scope of Work attached as Exhibit A at the time and
place and in the manner specified therein. In the event of a conflict in or inconsistency between the terms
of this Agreement and Exhibit A, the Agreement shall prevail,
1.1 Term of Services. The term of this Agreement shall begin on the Effective Date and shall
end on September 30, 2019, and Consultant shall complete the work described in Exhibit
A on or before that date, unless the term of the Agreement is otherwise terminated or
extended, as provided for in Section 8. The time provided to Consultant to complete, the
services required �)y this Agreement shall not affect the Town's right to terminate the
Agreement, as referenced in Section 8,
142 Standard of Performance,* Consultant shall perform all services required pursuant to this
Agreement in a manner consistent with the level of care and skill ordinarily exercised by
other professionals providing the same services in the San Francisco. Bay Area,
13 Assignment of Personnel, Consultant shall assign only competent personnel to perform
services pursuant to this Agreement, In the event that Town, in its sole discretion, at any
time during the term of this Agreement, desires the reassignment of any such persons,
Consultant shall, immediately upon receiving notice from Town of such desire of Town,
reassign such person or persons,
1,4 Time,, Consultant shall devote such time to the performance of services pursuant to this
Agreement as may be reasonably necessary to meet the standard of performance
provide(] in ection,1.1 above and to satisfy ConsvItant's obligations herqnder,
Public Works Reguirements. Because the services described in Exhibit A include "work
performed during the design and preconstruction phases of construction incloding, Out not
limited to, inspection and land surveying work," the services constitute a public works
within the definition of Section 1720(a)(1) of the California Labor Code, As a result
Consultant is required to comply with the provisions of the Labor Code applicable to pQblic
works, to the extent set forth in Exhibit C.
Section 2. COMPENSATION. Town hereby agrees to pay Consultant a sum not to weed $30,560
notwithstanding any contrary indications that may be contained in Consultant'sproposal, for services to be
performed and reimbursable costs incurred under this Agreement, In the event of a conflict between this
Agreement and Consultant's proposal, attached as gxKiftA, regarding the amount of compensation, the
Consulting Services Agreement between
Town of Los Altos Hills and EQA, Inc. Page 1 of 14
Agreement shall prevail. Town shall pay Consultant for services rendered pursuant to this Agreement at
the time and in the manner set forth herein. The payments specified below shall be the onlypayments from
Town to Consultant for services rendered pursuant to this Agreement, Consultant shall submit all invoices
to Town in the manner specified herein. Except as specifically authorized by Town in writing, Consultant
shall not bill Town for duplicate services performed by more than one person,
Consultant and Town acknowledge and agree that compensation paid by Town to Consultant under this
Agreement is based upon Qonsultant's estimated costs of providing the services required hereunder,
including salaries and benefits of employees and subcontractors of Consultant. Consequently, the parties
further agree that compensation hereunder is intended to include the costs of contributions to any pensions
and/or annuities to which Consultant and its employees, agents, and subcontractors may be eligible. Town
therefore has no responsibility for such contributions beyond compensation required under this Agreement,
21 InvolicesA Consultant shall submit invoices, not more often than once a month during the
term of this Agreement, based on the cost for services performed and reimbursable costs
incurred prior to the invoice date, Invoices shall contain the following information:
0 Serial identifications of progress bills; i.e,, Progress Bill No. I for the first invoice,
etc.;
U 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 tinder the Agreement, and
the percentage of completion;
At Town's option, for each work item in each task, a copy of the applicable time
entries or time sheets shall be submitted showing the name of the person doing
the work, the hours spent by each person, a brief description of the work, and
each reimbursable expense;
■ The total number of hours of work performed under the Agreement by consultant
and each employee, agent, and subcontractor of Consultant performing services
hereunder;
■ The Oonsultant's signature;
Consultant shall give separate notice to the Town when the total number of hours
worked by Consultant and any individual employee, agent, or subcontractor of
Consultant reaches or exceeds 800 hours within a 12 -month period under this
Agreement and any other agreement between Consultant and Town, Such notice
shall include an estimate of the time necessary to complete work described in
Exhibit A and the estimate of time necessary to complete work Under any other
agreement between Consultant and Town, if applicable.
2.2 Monthly Payment. Town shall make monthly payments, based on invoices received, for
services satisfactorily performed, and for authorized reimbursable costs incurred, Town
shall have 30 days from the receipt of an invoice that complies with all of the requirements
above to pay Consultant,
Consulting Services Agreement between
Town of Los Altos Hills and EOA, Inc, Page 2 of 14
23 Final Payment. Town shall pay the last 10% of the total sum due pl.jrst,lant 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 -Pa ment.. Town shall pay for the services to be rendered by Consultant pursuant tQ
this Agreement. Town shall not pay any additional sum for any expense or cost
whatsoever incurred by Consultant in rendering services pumiant to this Agreement,
Town shall make no payment for any extra, further, or additional service p�jrsuant to this
Agreement.
In no event shall Consultant submit any invoice for an amount in excess of the maximum
amount of compensation provided above either for a task or for the entire Agreement,
unless the Agreement is modified prior to the submission of such an invoice by a properly
executed change order or amendment.
2,5 lam, Fees. Fees for work performed by Consultant on an hourly basis shall not exceed
the amounts shown on the compensation schedule attached hereto as Exhibit B,
2.6 Reimbursable EEx:penses. Reimbursable expenses are specified below and shall not
exceed 1000.00, Expenses not listed below are not chargeable to Town, Reimbursable
expenses are included in the total amount of compensation provided Linder this Agreement
that shall not be exceeded,
2,7 a en't of Taxes. Consultant is solely responsible for the payment of employment taxes
incurred Linder this Agreement and any similar federal or state taxes,
2.8 Payment u121110 1 n Termination. In the event that the Town or Consultant terminates this
Agreement purskjant to Section 8, the Town shall compensate the Consultant for all
outstanding costs and reimbursable expenses incurred for work satisfactorily completed as
of the (late of written notice of termination. Consultant shall maintain adequate logs and
timesheets to verify costs incurred to that date,
2,9 Authorization to Perform Services. The Consultant is not authorized to perform any
services or incur any costs whatsoever under the terms of this Agreement until receipt of
authorization from the Contract Administrator,
Section 3., FACILITIES AN,D,,EgVIP . Consultant shall, at its sole cost and expense, provide I
- MENT al
facilfties.", and equipment that may be necessary to perform the services required by this Agreement.
Section 4. INSURANCE REQUIREMENTS. Before beginning any work under this Agreement,
consultant, at its own cost and expense, unless otherwise specified below, shall procure the types and
amounts of 'insurance listed below against claims for injuries to persons or damages to property that may
arise from or in connection with the performance of the work hereunder by the Consultant and its agents,
representatives, employees, and subcontractors, Consistent with the following provisions, Consultant shall
provide proof satisfactory to Town of such insurance that meets the requirements of this section and Linder
forms of insurance satisfactory in all respects, and that such insurance is in effect prior to beginning work to
Consulting Services Agreement between
Town of Los Altos Hills and EEA, Inc, Page 3 of 14
the Town, Consultant shall maintain the insurance policies required by this section throughout the term of
this Agreement. The cost of such insurance shall be included in the Consultant's bid, Consultant shall not
allow any stibcontractor to commence work on any subcontract until Consultant has obtained all insurance
required herein for the subcontractor(s) and provided evidence that such insurance is in effect to Town,
VerlfiQation of the required insurance shall be submitted and made part of this Agreement prior to
execution, Consultant shall maintain all required insurance listed herein for the duration of this Agreement.
4.1 Workers' Compens.,ation. Consultant shall, at its solecost and expense, maintain
Statutory Workers' Compensation Insurance and Employer's Liability Insurance for any
and all persons employed directly or indirectly by Consultant. The Statutory Workers'
Qompensation Insurance and Employer's Liability Insurance shall be provided with limits of
not less than $1,000,000 per accident, In the alternative, Consultant may rely on a self-
insurance program to meet those requirements, but only if the program of self-insurance
complies fully with the provisions of the California Labor Code. Determination of whether a
self-insurance program meets the standards of the Labor Code, shall tae solely in the
discretion of the. Contract Administrator. The insurer, if insurance iranoe is provided, or the
Consultant, if a program of self-insurance is provided, shall waive all rights of subrogation
against the Town and its officers, officials, employees, and volunteers for loss arising from
work performed tinder this Agreement.
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4.3 Professional Liability Insurance,
4.3ol General requirements, Consultant, at its own cost and expense, shall maintain
for the period covered by this Agreement professional liability insurance for
licensed professionals performing work pursuant to this Agreement in an amount
not less than $1,000,OOQ covering the licensed professionals' errors and
omissions, Any deductible or self-insured retention shall not exceed $150,000 per
claim,
412 Claims made llmtatic�,ns,, The following provisions shall apply if the professional
liability coverage is written on a claims -made form:
a. The retroactive date of the policy must be shown and must be before the
date of the Agreement,
b. Insurance must be maintained and evidence of insurance must be,
provided for at least five years after completion of the Agreement or the
work, so long as commercially available at reasonable rates.
C. If coverage is canceled or not renewed and it is not replaced with another
claims -made policy form with a retroactive date that precedes the date of
this Agreement, Consultant shall purchase an extended period coverage
for a minimum of five years after completion of work under this
Agreement,
d, A copy of the claim reporting requirements must be submitted to the Town
for review prior to the commencement of any work under this Agreement,
Consulting Services Agreement between
Town of Los Altos Hills and EOA, Inc. Page 5 of 14
4,33 Additional Requirements, A certified endorsement to include contractual liability
shall be included in the policy
4.4 All Policies Requirements,
4.4.1 Acceptability of insurers., All insurance required by this section is to be placed
with insurers with a Bests' rating of no less than A -:VI I. Should any
CONSULTANT'S insurers' ratings change during the middle of a policy year,
CONSULTANT has until the policy renewal date to remedy the situation.
4.4.2 Verification of ccvra e. Prior to beginning any work Linder this Agreement,
Consultant shall fumish Town with complete copies of all policies delivered to
Consultant by the insurer, including complete copies of all endorsements attached
to those policies, All copies of policies and certified endorsements shall show the
signature of a person authorized by that insurer to bind coverage on its behalf. If
the Town does not receive the required insurance documents prior to the
Consultant beginning work, it shall not waive the Consultant's obligation to provide
them, The Town reserves the right to require complete copies of all required
insurance policies at any time,
4,4.3 Deductibles and Self -Insured Retentions. Consultant shall disclose to and
obtain the writfen approval of Town for the. self-insured retentions and deductibles
before beginning any of the services or work called for by any term of this
Agreement. At the option of the Town, either: the insurer shall reduce or eliminate
such deductibles or self-insured retentions as respects the Town, its officers,
employees, and volunteers; or the Consultant shall provide a financial guarantee
satisfactory to the Town guaranteeing payment of losses and related
investigations, claim administration and defense expenses,
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4,4,5 Waiver of Subrogation, Consultant hereby agrees to waive subrogation which
insurer any or contractor may require from vendor by virtue of the payment of any
loss. Consultant agrees to obtain any endorsements that may be necessary to
affect this waiver of subrogation.
The Workers' Compensation policy shall be endorsed with a waiver of subrogation
in favor of the entity for all work performed by the consultant, its employees,
agents, and subcontractors,
4.4,6 Subcontractors, Consultant shall include all subcontractors as insureds under its
policies or shall furnish separate certificates and certified endorsements for each
subcontractor, All coverages for subcontractors shall be subject to all of the
requirements stated herein,
Consulting Services Agreement between
Town of Los Altos Hills and ECA, Inc. Page 6 of 14
4o5 Remedies. In addition to any other remedies Town may have if QonsLiltant fails to provide
or maintain any insurance policies or policy endorsements to the extent and within the time,
herein required, Town may, at its sole option exercise any of the following remedies, which
are alternatives to other remedies Town may have and are not the exclusive remedy for
Consultant's breach;
■ Obtain such insurance and dedLict and retain the amount of the premiLjms for $Lich
insurance from any sums due under the Agreement;
■ Qrder Consultant to stop work under this Agreement or withhold any payment that
becomes clum to Consultant hereunder, or both stop work and withhold any payment,
until Consultant demonstrates compliance with the requirements hereof; and/or
0 Terminate this Agreement.
Section 5. INDEMNIFICATION ND CONSULTANT'S RESPONSIBILITIES, Consultant shall, to the
fullest extent allowed by law, with respect to all Services performed in connection with this Agreement,
defend with counsel acceptable to Town, indemnify, and hold Town, its officers, employees, agents, and
volunteers, harmless from and against any and all claims to the extent they arise out of, pertain to, or relate
to the negligence, recklessness, or willful misconduct of the Consultant, ("Claims"), Consultant will bear all
losses, costs, damages, expense and liability of every kind, nature and description to the extent they arise
out of, pertain to, or relate to such Claims, whether directly or indirectly ("Liability"}, Swch obligations to
defend, hold harmless and indemnify the Town shall not apply to the extent that such Liabilities are caused
by the sole negligence, active negligence, or willful misconduct of the Town,
With respect to third party claims against the Consultant, the Consultant waives any and all rights of any
type of express or implied indemnity against the Indemnitees,
Notwithstanding the forgoing, to the extent this Agreement is a "construction contract" as defined by
California Civil Code section 2783, as may be amended from time to time, such duties of Consultant to
indemnify shall not apply when to do so would be prohibited by California Civil Code Section 2782,
Section 6., STATUS OF CONSULTANT,
6.1 Independent Contractor. At all times during the term of this Agreement, Consultant shall
be an independent contractor and shall not be an employee of Town, Town shall have the
right to control Consultant only insofar as the results of C;onsultant's services rendered
pursuant to this Agreement and assignment of personnel pursuant to Subparagraph 1.3;
however, otherwise Town shall not have the right to control the means by which
Consultant accomplishes services rendered pursuant to this Agreement, Notwithstanding
any other Town, state, or federal policy, rule, regulation, law, or ordinance to the contrary,
Consultant and any of its employees, agents, and subcontractors providing services Linder
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
. i
Consulting Services Agreement between
Town of Los Altos Hills and EOA) Inc. Page 7 of 14
System (PERS) as an employee of Town and entitlement to any contribution to be paid by
Town for employer contributions and/or employee contributions for PERS benefits,
6.2 Consultant Not an Except as Town may specify in writing, Consultant shall have
no authority, express or implied, to act on behalf of Town in any capacity whatsoever as an
agent. Consultant shall have no authority, express or implied, pursuant to this Agreement
to bind Town to any obligation whatsoever,
Section 7. LEGAL REQUIREMENTS,
7,11 Governing Law, The laws of the State of California shall govern this Agreement.
7.2 gq�m11ance
�R! with Ap
,A1Jcab!1e Laws. Consultant and any subcontractors shall comply with
all laws and regulations applicable to the performance of the work hereunder, including but
not limited to, the California Building Code, the Americans with Disabilities Act, and any
copyright, patent or trademark law. Consultant's Failure, to comply with any law(s) or
regulation(s) applicable to the performance of the work hereunder shall constitute a breach
of contract.
73 Other Governmental Regulations. To the extent that this Agreement may be funded by
fiscal assistance from another governmental entity, Consultant and any subcontractors
shall comply with all applicable rules and regulations to which Town is bound by the terms
of such fiscal assistance program,
7.4 Licenses and Permits. Consultant represents and warrants to Town that Consultant and
its employees, agents, and any subcontractors have all licenses, permits, qualifications,
and approvals of whatsoever nature that are legally required to practice their respective
professions, Consultant represents and warrants to Town that Consultant and its
employees, agents, any subcontractors shall, at their sole cost and expense, keep in effect
at all times during the term of this Agreement any licenses, permits, and approvals that are
legally required to practice their respective professions, In addition to the foregoing,
Consultant and any subcontractors shall obtain and maintain during the term of this
Agreement valid Business Licenses from Town,
7,5 Nondiscrimination and Ems; or)DortgAL, Consultant shall not discriminate, on the
basis of a person's race, religion, color, national origin, age, physical or mental handicap or
disability, medical condition, marital status, sex, or sexual orientation, against any
employee, applicant for employment, subcontractor, bidder for a subcontract, or participant
in, recipient of, or applicant for any services or programs provided by Otonsultant under this
Agreement. Consultant shall comply with all applicable federal, state, and local laws,
policies, rules, and requirements related to equal opportunity and nondiscrimination in
employment, contracting, and the provision of any services that are the subject of this
Agreement, including but not limited to the, satisfaction of any positive obligations required
of Consultant thereby,
Consulting Services Agreement between
Town of Los Altos Hills and EOA, Inc. Page 8 of 14
Consultant shall include the provisions of this Subsection in any subcontract approved by
the Contract Administrator or this Agreement,
Section 8, TERMINATION AND MODIFICATION,
I 1'. -el -
80.1 Termination, Town may cancel this Agreement at any time and without cause upon
written notification to Consultant.
Consultant may cancAl this Agreement upon thirty (30) days' written notice to Town and
shall include in such notice the reasons for cancellation.
In the event of termination, Consultant shall be entitled to compensation for services
performed to the effective date of termination; Town, however, may condition payment of
such compensation upon Consultant delivering to Town any or all documents,
photographs, oomputer software, video and audio tapes, and other materials provided to
Consultant or prepared by or for Conskiltant 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 11. Any such extension shall require a
written amendment to this Agreement, as provided for herein. Consultant understands and
agrees that, if Town grants such an extension, Town shall have no obligation to provide
Consultant with compensation beyond the maximum amount provided for in this
Agreement. Similarly, unless authorized by the Contract Administrator, Town shall have
no obligation to reimburse Consultant for any otherwise reimbursable expenses inotirred
during the extension period,
8.3 Amendments,. The parties may amend this Agreement only by a writing signed by all the
parties,
8.4 Assi nm_, ent and Subcontractrqj.. Town and Consultant recognize and agree that this
Agreement contemplates personal performance by Consultant anci is baseo, upon a
determination of Consultant's LiniqUe personal competence, experience, and specialized
personal knowledge, Moreover, a substantial inducement to Town for entering into this
Agreement was and is the professional reputation and competence of Consultant,
Consultant may not assign this Agreement or any interest therein without the prior written
approval of the Contract Administrator. Consultant shall not subcontract any portion of the
performance contemplated and provided for herein, other than to the subcontractors noted
in the proposal, without prior writ -ten 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 ConsLiltant shall survive
the termination of this Agreement.
8,6 9n Optiongu Breach by Consultant. If Consultant materially breaches any of the terms
,R
of this Agreement, Town's remedies shall include, but not be limited to, the following:
Consulting Services Agreement between
Town of Los Altos Hills and EOA, Inc. Page 9 of 14
8,641 Immediately terminate the Agreement;
8.6.2 Retain the plans, specifications, drawings, reports, design documents, and any
other work product prepared by Consultant pursuant to this Agreement;
8.6.3 Retain a different consultant to complete the work described in Exhibit A not
finished by Consultant; or
8.6.4 Charge Consultant the difference between the costs to complete the work
described in Exhibit A that is unfinished at the time of breach and the amount that
Town would have paid Consultant pursuant to Section........... 2 if Consultant had
completed the work,
Section 9. KEEPING AND STATUS OF RECORDS,
9,1 Records Created as Part of Consultant's Performance. All reports, data, maps,
Models, charts, studies, surveys, photographs, memoranda, plans, studies, specifications,
records, files, or any other documents or materials, in electronic or any other form, that
Consultant prepares or obtains pursuant to this Agreement and that relate to the matters
covered hereunder shall be the property of the Town. Consultant hereby agrees to deliver
those documents to the Town upon termination of the Agreement, It is Linderstood and
agreed that the documents and ether materials, including but not limited to those described
above, prepared pursuant to this Agreement are prepared specifically for the Town and are
not necessarily suitable for any future or other use. Town and Consultant agree that, until
final approval by Town, all data, plans, specifications, reports and other documents are
confidential and will not be released to third parties without prior written consent of both
parties.
9,2 Consultant's Books and Records, Consultant shall maintain any and all ledgers, books
of account, invoices, vouchers, canceled checks, and other records or documents
evidencing or relating to charges for services or expenditures and disbursements charged
to the Town under this Agreement for a minimum of 3 years, or for any longer period
required by law, from the date of final payment to the Consultant to this Agreement,
9.3 Inspection- and Audit of Records. Any records or documents that Section 9.2 of this
Agreement requires Consultant to maintain shall be made available for inspection, audit,
and/or copying at any time during regular business hours, upon oral or written request of
the Town, Under California Qovernment Code Section 8546,7, if the amount of public
funds expended under this Agreement exceeds $1O,OOo,o0, the Agreement shall be
subject to the examination and audit of the State Auditor, at the request of Town or as part
of any audit of the Town, for a period of 3 years after final payment under the Agreement,
Section 10 MISCELLANEOUS PROVISIONS,
Consulting Services Agreement between
Town of Los Altos Hills and ECA, Inc, Page 10 of 14
101 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 Linder this
Agreement, the parties agree that trial of such action shall be vested exclusively in the
state courts of C*alifomla in the County of Santa Clara or in the Qnited 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 Ass nsr The provisions of this Agreement shall inure to the benefit of
and shall apply to and bind the successors and assigns of the parties.
10A Use of Recycled Prod#,ucts, Consultant shall prepare and submit all reports, written
studies and other printed material on recycled paper to the extent it is available at equal or
less cost than virgin paper.
10.7 Co ---••,r n flict of Interest. Consultant may serve other clients, btjt none whose activities within
the corporate limits of Town or whose business, regardless of location, would place
Consultant in a "conflict of interest," as that term is, defined in the Political Reform Act,
codified at California Government Code Section 81000 et seqO
Consultant shall not employ any Town official in the work performed pursuant to this
Agreement. No officer or employee of Town shall have any finanf.ial interest in this
Agreement that would violate California Government Code Sections 1090 et seq,
Consultant hereby warrants that it is not now, nor has it been in the previous 12 months,
an employee, agent, appointee, or official of the Town. If Consultant was an employee,
agent, appointee, or official of the Town in the previous twelve months, Consultant
warrants that it did not participate in any manner in the forming of this Agreement,
Consultant understands that, if this Agreement is made in violation of Government Code
§1090 et seq, , the entire Agreement is void and Consultant will not k e entitled to any
compensation for services performed pursuant to this Agreement, including reimbursement
of expenses, and Consultant will be required to reimburse the Town for any sums paid to
the Consultant. Consultant understands that, in addition to the foregoing, it may be subject
Consulting Services Agreement between
Town of Los Altos Hills and ECA, Inc, Page 11 of 14
to criminal prosecution for a violation of Government Code § 1090 and, if applicable, will
be disqualified from holding public office in the State of California,
10.8 Solicitation. Consultant agrees not to solicit bLisiness 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 Nichol Bowersox
("Contract Administrator") All correspondence shall be directed to or through the Qontract
Administrator or his or her designee,
10.10 Notices. Any written notice to Consultant shall be sent to:
EOA, Inc.
Attn: Ray Qoebel, P,E,, trice -President
1410 Jackson Street
Oakland, CA 94612
Any written notice to Town shall be sent to:
Nichol Bowersox
Town of Los Altos Hills
26379 Fremont Road
Los Altos Hills, CA 94022
10-11 Professional Seal. Where applicable in the determination of the contract administrator,
P2
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
respQnsible for the reporVdesign preparation, The stampiseal 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
repoildesign responsibility,
10.12 In ration. This Agreement, including the scope of work attached hereto and
incorporated herein as Exhibits A, B and C represents the entire and integrated
agreement between Town and Consultant and supersedes all prior negotiations,
representations, or agreements, either written or oral.
Exhibit A Scope of Services
Exhibit B Payment Schedule
Consulting Services Agreement between
Town of Los Altos Hills and BGA, In Page 12 of 14
Exhibit C Public Works Requirements
10.13 Counterparts. This Agreement may be executed in multiple counterparts, each of which
shall be an original and all of which together shall constitute one agreement,
Consulting Services Agreement between
Town of Los Altos Hills and EOA, Inc. Page 13 of 14
The Parties have executed this Agreement as of the Effective Date,
TOWN OF LOS ALTOS H L EOA, Inc,
Affy
Carl Cahill, City Manager Ray GoebA P. F..., Vice -President
Attest:
Deborah L. Padovan, City Clerk
Approved as to Form:
Steven T. Mattas, Town Attorney
1071914.1
Consulting Services Agreement between
Town of Los Altos Hills and EOA, Inc, Page 14 of 14
'Ri"ESOLUTION 71-18
A RESOLUTION OF THE CITY COUNCIL OF THE
TOWN OF LOS ALTOS HILLS AWARDING A CONTRACT TO DEVELOP THE
GREEN INFRASTRUCTURE PLAN
WHEREAS, the Interim Public Works Director of the Town of Los Altos Hills did duly
examine and consider the infform al bid submitted for the development of the Green Infrastructure
Plan; and
WHEREAS, the Interim Public Works Director recommends that the contract for said project be
awarded to the FOA, Inc., in the amount of $36,550.00; and
NOW, THEREFOR, BE IT RIESOLVED by the City Council of the Town of Los Altos Hills
that:
1. The it Manager 'is hereby authorized to award a contract to EOA, Inc. in an
amount not to exceed $36,550.00.
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 10h day of August, 2018 by the following vote:
AYES: Radford, pr n, Com'gan, Waldeck, Wu
NOES: None
ABSTAIN: one
ABSENT: None
ATTEST.-
DeborCity Clerk
ah Padovan,
BY: A6 e
Jahn Radford, Mayor
Resolutim 71-18
Page 1
EXHIBIT A
SCOPE OF SERVICES
Qonsulting Services Agreement between
Town of Los Altos Hills and EOA, Inc, -- Exhibit,A Page 1 of 1
Envir(.,.)nme.n-kr3J cind Rubfic 1iealth Engir)e:Faring.
March 2.7, 2018
Allen Chen
Town of Los Altos -Hills
26379 Fremont. Road
Los Altos Mills, CA .94022
$Ubject.: Scope of Work to Develop a Green Infrastructure Plan for the Town of Los Altos Hills
Qear Mr. Chen:
Per yQLjr request, this letter transmits a proposed scope of work and budget for the
development of a Green InfrastrUCtUre. (GIS Plan for the Town of Los Altos Hills,, per Provision
U.J. of the Bay Area Municipal Regional Stormwater Permit.
Scope of Work
The following presents our proposecJ scope of work and schedule for the staff training,
Task 1— Identify Potential GJ Projects and Locations - EOA will assist the Town identify
potential GI projects and prioritized areas of the Town for future projects, for inclusion
10
in the GI Plan, using -the following approach:
* Identify the mechani,sm(s) by Which the, Town will identify, prioritize and map
potential projects that incorporate 01 components in different drainage areas
within the Town. The mechanism(s) will describe the local criteria for
prioritization and outputs that can be incorporated into the Town's long4erm
planning and CIP processes. Criteria may include; Town goals for multiple
benefits, including urban 'forestry., active transportation, parks, flood protection,
etc.; and logistical
I I , physical site constraints (including utility conf,licts),.proje.cted
development patterns; trash management.areas; countywide Stormwater
.Resource Plan prioritization criteria and projects; and other factors..
* Apply the 'Identified mechanism(s) to produce lists and maps of prioritized areas
and potential projects and timeframes for Implementatim
* Develop "targets" or estimates of how much impervious surface within the Town
will be retrofitted or redeveloped to drain to a GI feature day the 202Q, 2030, a n
2040 milestones, based on the SCVVRPPP methodology and projected
development patterns within the Town, as well as potential pUblic GI retrofit
projects.
* Document any completed Town GI projects and the results of the Town's annual
process to review CIP project lists for potential to incorporate C11 elements,
EOA., Inc, * 1410 Jackson St. * Oo kland, CA 940"12 Tel: (510) 8,32-2852 # Foex: (510.)
1021 55, WoIN,-) Rd,,,, 'vitt 185 # Sunnyva le, -(.-.,A 94086 Tel (408).720-88-I'l o Fa_,-<-: (408) 72,0-8,812
Allen Chen
March 27, 2018
Page 2 of 3
hell ve.'roples:
o Draft and final memorandum on identification and prioritization mechanisms
(draft by November 2018).
o Documentation and maps of prioritized areas and projects and implementation
timeframes (draft by November 2018),,
o Draft and final memorandum with targets for amount of impervious surface on
private and public projects retrofitted/treated by 2020; 2030, 2040 (draft by
December 201.8).
Task 2 — Vpdate Related Municipal Plans - To enable implementation of the G1 Plan and
ensure it is supported by and coordinated with other Town goals, a required step is to
update related Town planning documents with G1 language and references tQ the C?l
Plan, .5(,V()RPPP (EOA) has developed a guidance document with sample language for
updating various types of municipal plans. Rased on this guidance, ECA will develop
specific language for each of the Town plans that still need updating and a workplan for
Town staff to complete the updates. (Town staff will be responsible fQr LJpdatlng each
plan according to each plan's revision schedule.)
Veli verables:
o Graft and final memorandum with Cil language for related Town plan updates
. (draft by December 2018)
Task 3 — Compile the G1 Plan - EOA will compile the draft G1 Plan, losing the C71 Plan
template being developed by .5CVURPPP (or the. Town's preferred format) and
incorporating the deliverables, from Tasks I and 2. The Town may need to provide
additional Information on sections of the Q1 Plan that are not included in this scope of
work. Following receipt of one set of Town comments on the draft Plan, and one set of
public comments compiled by Town staff, EQA will revise the draft Plan and produce a
final G1 Plan.
QefiveCa
e s:
o Draft G1 Plan (lay April 2019)
o Final GI Plan (by July 2019)
Task 4 — Assist with Outreach to Town Committee(s), Town Council, and, the Public -
Outreach to various Town Committees/departments, Town Cotancil, and the public is
important for gaining support for the G1 Plan and providing an opportunity for
engagement and input, EOA will work with a designated Town G1 Workgr9up
throughout the 01 Plan preparation process. EOA will also assist the Town with
presentations on the draft G1 Plan to Town Council and the Planning Commission. EOA
will also develop an article on the G1 Plan for Including in the Town's- newsletter,
Allen Chen
N,4arch 27, 2018
Pap 3 of 3
Deliverables:
Q Meetings with the GI Workgroup (assume 4 meetings)
o Presentations at up to fogy Committee,, Commission, and/or Council meetings as
needed
o One article for the Town's newsletter
Assigned Personnel
The project manager will be Jill Bicknell, P.E., Managing Engineer 111. Vishakha Atre, Senior
Scientist 11, Jocelyn Walker, P.E., Senior Engineer 11, and other qualified staff will assist with
project Implementation, as needed. Jill, Vishakha, and Jocelyn have extensive experience
assisting municipalities in the Bay Area with C3 and Green Infrastructure compliance, and are
responsible for providing SCVQRPPP agencies with guidance and training on C.3, LID, and C11
implementation,
Estimated Budget
Qpr proposed not -to -exceed budget for completion of all tasks within this scope of work is
$36,550, which includes an allowance for expected expenses in accordance with our rate
schedule, The budget summary is attached.
The work will be conducted on a time -and -materials basis according to the attached EOA 2018
Fee Schedule. The Fee Schedule will be updated at the beginning of each calendar year. EOA will
submit invoices to the Town monthly and itemize the fees for each review. Payment shall be
net 30 days.
Again, we thank yoq for the opportunity to sut,,)mit this proposal and look forward to working
with YOU, Please contact Jill Bicknell at 408-720-8811, X1 if you have any questions or would like
to discuss this further.
Sincerely,
4Y
Ray Goebel, P.E.
Vice President
Attachments:
Budget Summary
ECIA 2018 Fee Schedule
ASSISTANCE WITH TOWN OF LOS ALTOS GREEN INFRASTRUCTVRE PLAN DEVELOPMENT
COST ESTIMATE
J --Ask
1, Identify Potential GI Projects and Locations
2. (Jpdate Related Municipal Plans
If
.J., Compile the Q?I Plan
4. Assist with OLitreach to Town Committees, Town Council & Public
Total
Notes:
(1) Includes four meetings with the Town's GI Workgroup and
presentations at up to four Committee/Commission/Council meetings
(2) Expenses indkide 10% markup
rs �2)
WAtabor,Hbij E,004%0�-(-- EOATotal -.Oost.
48
$200
$10,085
18
$0
$3,735
40
$200
$80,690
62
$600
$14,140
168
$1,000
$36,650
F:\EOA Proposals\Los Altos Hills\Gl Plan\LA hills BLidget Detail GI_Plan 3-27-18,xlsx EOA, Inc. 3/2712018
EXHIBIT B
COMPENSATION SCHEDULE
Consulting Services Agreement between
Town of Los Altos Hills and 1E0A, Inc. -- Exhibit B Page 1 of 1
.and Public Heolfi t
2018 FEE SCHEDULE
- .. Jam"••"'•^!'•'.^ J'^"'�w^^www�^w. 7�^^^.Aq•"'�'w"^.�wwww�..�".!+'�*�..�.nM!^M.Mfg"�':'M'w•'.MM�MuYNwW+'+"ll�7M"' i .. � _ . ,�M�I�M�MI'u. rM'
'I"he Bollowin.g fou scheclul.e covers persminel rates -for EO,A., .Inc. stat -T,
.y w. 4. , .1 are
'.11divided
1 t' Y i. . Y two
• ,r. �...,1. 'v � '1 v / `':l :�. .Z ., ,�,. ..� issued.
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Our clxar ges gar e cl.:a-�: rcled into tti�, o categories. per �,tanlleL au.cl direct t e�c,Iacaa.�►es. ;A .raov� .fee, sc,-b,Q lr.�de is, issued. at, the
7c rraalr:r e4 ul year. Clic, es for all work q ce at -vyh rye otl�er� �.������� xer �c ��:ts ,1 �1�r � lacaon ��aac c ro based rasa. •I .:e
_ g o y l g_ Q tee v
schedule .cif charges,
MRSONNIEL
-Personnel charges are for any teclinical clerical or admMistrat ve work -necessar to perf-6-1-11a the pl-ooject, Work task's
:iraclarde geologic and eravi;r�onraxora�ta l consulting en x-aoer:iaa � �rr:rci. cora�r� liter' sorvi.ces r e. gulato� � l.i�� scam. t�raGl report
t
gti i S a l
�el7a:r.on.. l)erson.nel ratesare as follows;
Versminel Category IIoulr ly Rates
-^-r*i-a..y',o.,'�1;,'.ear'-'..a-m.;-Mr+�r.-"�'-,,..r're•,.�•.w*..w„ .. ,1-+M •'--'.,,'{ti-.rnm.�t .ry.Y.,..
PrincipalEngineer. ..Y91A.,-r.f:1r}�',Y. rr�r,.YY..}sr Ott 10041 r1 a 1}M1r.'...r.�. .0 f. V f e.,' Y.. l Y c t/ Y M.,/.'V.V Y. 1 `+I ',r�q/A�,.I�
Ma -t aging F,n,( .ine r 1..J
y�,c ti't'ist '�,11.........\ 1:................ ... .......... .. .......... $2(,, 3
Ar.'. cina.Mwinf.wr. ngilleer Solient:i1..1.t 11 ........................................................... $249
. $24
.M,atia 'nL•n&{nLei.-Sie�1it.lg �sf.'f.1V.Y.•f..�.1V.i1V.....`..i:l..v'V r -V1 rY ....�f. (. V..fV..1/./ !23
Senior III . , Pro jet.:Lt�rlcle.r..1.a;.:., .......Y .,.,.. $ 2.1.8
SenioSY +/�, 'fin y1 /�,`J� • �j1 / � jj�1 �1� '[�'y /J/ 1}1 '/F.Jy /�y''�/j
r l,�rX t..amee,r So��•1.••hist/.P laiine 11........ ...\f. �1 r�YI.VY Vr.1".f.... V1 $2
,,Senior T;Ilvineer%Scleaatist/P'lararierY I..../„f„1i1..............a.....,t,..:`�.1�;
.Associate Eagi ee:r/Sc entist :II:1.......... ; Y .......:.........................:......,
74
A�1•. j?^1�(/'�� �/�' /`' I+ ,� •`�1 ///V���yyy�•• 1 y1 M,(1 � I+{t P��./�t •(1 C , ++��))
.�.,11./}, ci,at•A' .iW�rM1.�• i- eer S SI•Fq/r�' tilt ..1l.......III.., o./..k i.Ya YV �Y'1..'.f .11 } YI'.. f.a.. Y �V }. Y.1. Y 11 } } If ....r ., ��y 1
Associ,�ite E -ii ,1,tieer/Sc.14.e.i -I I. Y�... f. 11 t} N. r•./}11V.V/,.M.t.1.V 10VM/..MIt#If$ j 141
.A.ssi.sta.ii.t• ,L.:.i.igiri-eer Sciei -ti.s-t,:...r......Ysril.: f.rr'•.+if...fiii....;i.)at.,.....i.. t$.,1226
TeYf • iqi c i. V.•. n,, f.. Y.} 'V'. , V .Y } YI . 1 .. f v Y. 1. f 1. i Y-'1:. t '.... t t 1 V. f ..'1 1 9, 1 k A. V. V .. f V V 1 1. N �1 I M.. , I. f. �. 1 V N .. ►� M. V M 1 1 $ ��. ,�\ •4
Cler�.V:f al. 4:."����1r. ute,� Data Enl 7,.:....•........niY4**co,.a/Y,.Yf,Y1. 0 4 V W F i f, I.
Charges ge.s for profession -al. :iessio.ra.al. ser~vi.c�es are iia, .i.ra.c:rcm.ents of o�n.e quarter-hour. DQ jos ti:ons le al test:imo—ay . Qhar ed. po-1 talmoto-
11. y l
ort7l at �.U��/c� , standard. tate, �rrt.l�r four -lour a arnr a tare charc, Ire. accordance with. Califor�n.i•a Civil Pr'ocecdurc
p g
20: 7.7 whe:ce applicable �tae axa.iriaaruni. -.fee must be . paid, prior to oonlnrencenaent of testimony. Ptetiara o.n for court
ease's is diargeci, on a basis as outl:lned i.r1. sel:r:edule.
VIREXT EXPENSES
ex;penses directly related, to sea -vices provided will. be charged at cost plus lCa%. ma1 plos
ofsu-ch direct expenses :ncl:ude';
9 otitS c .l' ;a-cc7r.1.,SMltants or subcontractors
0 Costs of special fees (.insur ante, Permi-ts., e-tc.)
Casts of long-distance t6cplaon , -copying, drafting, blueprints, etc. ('FO,A. c o.pi.es charged, at $0.10
each for 6(kW, $0.: 5 each for color, Large format $0, 5/sq 11 for ,w, $Q.50/sq I:t• :(.`or co:l )r'
• Costs of color map production supplIes (color ink ara.cl 'ta.rge .for••rra.at pctpe. )
Costs or rental of special. equi.p.m.ent
0 Costs of aUtl'lorired• travel and.relca:ted. expenses
o Autouiobil.Q mileage (11'reot ly related to services., at c urr e-ut IRS rate,
lnwices are p* eparrcpxl (,.ui l stt'1 niit•t'ed on. a .n10•ntlily 'ba.sis, as either final or. progress lai:l1111gs and arepayable
upon. receipt unless prior arr angements lra've been made. *Interest of ` 1-1 /2% per u.iota:tla., or tlxe na.axi.1iu a rate
allowed by law, is payable on accoun-ts n.ot.-p id. wit lii-.1130 ca.ys,
E,OA,, Inc. * 1410
41 J kc k rM)Street * O c{a n'. d , CA
94,612 Tel: (5 1 0 ) 832.-2852
32M2852 9 Fax: (5 { . 0) 832-2K)6
EXHIBIT C
PROVISIONS REQUIRED FOR PUBLIC WORKS CONTRACTS
PURSUANT TO CALIFORNIA LABOR CODE SECTION 1720 ET SEQ.
HOURS OF WORK:
A. In accordance with California Labor Code Section 1810, 8 hours of labor in performance of the
services described in Exhibit A shall constitute a legal day's work under this contract,
0 .
In accordance with California Labor Code Section 1.811, the time of service of any worker
employed in performance of the services described in Exhibit A is limited to eight hours during
any one calendar day, and forty hours during. any one calendar week, except in accordance with
California Labor Code Section 1815, which provides that work in excess of eight hours during any
one calendar day and forty hours during any one calendar week is permitted upon compensation
for all hours worked in excess of eight hours during any one calendar day and forty hours during
any one calendar week at not less than one -and -one-half times the basic rate of pay,
C. The Consultant and its sLibcontractors shall forfeit as a penalty to the Town $25 for each worker
employed in the performance of the services described in Exhibit A for each Qalendar day during
which the worker is required or permitted to work more than 8 hours in any one calendar day, or
more than 40 hoLirs in any one calendar week, in violation of the provisiQns of California Labor
Code Section 1810 and following,
WAGES:
A. In accordance with California Labor Code Section 1773,2, the Town has determined the general
prevailing wages in the locality in which the services described in Exibi,,t A are to be per -formed
for each craft or type of work needed to be as published by the State of California Department of
Industrial Relations, Division of Labor Statistics and Research, a copy of which is on file in the
Town Poblic Works Office and shall be made available on request, The Consoltant and
subcontractors engaged in the performance of the services described in ExhibitA shall pay no
less than these rates to all persons engaged in performance of the services described in Exhibit
A.
B. In accordance with Labor Code Section 1775, the Consultant and any subcontractors engaged in
performance of the seRtices described in Exhibit A shall comply with California Labor Code
Section 1775, which establishes a penalty of Lip to $50 per day for each worker engaged in the
pefformanoe of the services described in Exhibit A that the Consultant or any subcontractor pays
less than the specified prevailing wage. The amount of such penalty shall be determined by the
Labor Commissioner and shall be based on consideration of the mistake, inadvertence, or
neglect of the Consultant or subcontractor in failing to pay the correct rate of prevailing wages, or
the previous record of the Consultant or subcontractor in meeting applicable prevailing wage
obligations, or the willful failure by the ConsLiltant or subcontractor to pay the correct rates of
Consulting Services Agreement between
Town of Los Altos Hills and EOA, Inc. -- ExibhtC Page 1 of 3
prevailing wages. A mistake, inadvertence, or neglect in failing to pay the correct rate of
prevailing wages is not excusable if the Consultant or subcontractor had knowledge of their
obligations finder the California Labor Code, The Consultant or subcontractor shall pay the
difference between the prevailing wage rates and the amount paid to each worker for each
oalendar day or portion thereof for which each worker was paid less than the prevailing wage
rate, If a soboontractQr worker engaged in performance of the services described in Exhibit A is
not paid the general prevailing per them wages by the subcontractor, the Consultant is not liable
for any penalties therefore unless the Consultant had knowledge of that failure or unless the
Consultant fails to comply with all of the following requirements:
The contract executed between the Consultant and the subcontractor for the
performance of part of the services described in Exhibit A shall include,a copy of the
'�' ''' '7"-
provisions of California Labor Code Sections 1771, 1775, 1776, 1777.51 1813, and 1815,
2, The Consultant shall monitor payment of the specified general prevailing rate of per them
wages by the subcontractor by periodic review of the so bcon tractor's certified payroll
records..
3. Upon becoming aware of a subcontractor's failure to pay the specified prevailing rate of
wages, the Consultant shall diligently take corrective action to halt or rectify the failure,
including, but not limited to, retaining sufficient funds due the subcontractor for
performance of the services described in Exhibit A.
4. Prior to making final payment to the subcontractor, the Consultant shall obtain an
affidavit signed tinder penalty of perjury from the subcontractor that the subcontractor
has paid the specified general prevailing rate of per them wages for employees engaged
in the performance s (jue pursuant
of the services described in Exhibit A and any amount
to California Labor Code Section 1813.
C. In accordance with California Labor Code Section 1776, the Consultant and each subcontractor
engaged in performance of the services described in ExhibJtA 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 them 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 writ -ten declaration that it is made
Linder penalty of perjury, stating both of the following:
I . The information contained in the payroll record is true and correct,
2. The employer has complied with the requirements of Sections 1771, 911, and 1815 for
any work performed by the employer's employees on the public works project,
The payroll records required pursuant to California Labor Code Section 1776 shall be certified
and shall be available for inspection by the Owner and its authorized representatives, the
Consulting Services Agreement between
Town of Los Altos Hills and EQA, Inc. -- Exhibit Page 2 of 3
Division of Labor Standards Enforcement, the Division of Apprenticeship Standards of the
Department of Industrial Relations and shall otherwise he available. for inspection in accordanfp,.
with California Labor Code Section 1776.
D, In agcordance with California Labor Code Section 1777.5, the Consultant, on behalf of the
Consultant and any subcontractors engaged in performance of the services described in Exhibit
A, shall be responsible for ensuring compliance with California�Labor Code Section 1777.5,
governing employment and payment of apprentices on ptjblic works contracts,
E. In case it becomes necessary for the Consultant or any subcontractor engaged in performance
of the services described in Exhibit to employ for the services described in Exhibit A any
person in a trade or occupation (except executive, supenjisory, aclministrative7clerical, or other
non manual workers as such) for which no minimum wage rate has been determined by the
Director of the Department of Industrial Relations, the Contractor shall pay the minimum rate of
wages specified therein for the classification which most nearly cQrrespon'ds to services
descted in Exhibit A to be performed by that person. The minimum rate thus furnished shall be
applicable as a minimum for such trade or occupation from the time of the initial employment of
the person affected and during the continuance of such employment,
Consulting Services Agreement between
Town of Los Altos Hills and EOA, Inc, -- Exh bid , Page 3 of 3