HomeMy WebLinkAboutWoodard & Curran, Inc.CONSULTING SERVICES AGREEMENT BETWEEN
THE TOWN OF LOS ALTOS HILLS AND WOODARD & CURRAN, INC.
THIS AGREEMENT for consulting services is made by and between the Town of Los Altos Hills
("Town") and Woodard & Curran, Inc. ("Consultant") (together sometimes referred to as the "Parties") as of
November X I , 2016 (the "Effective Date").
Section 1. SERVICES. Subject to the terms and conditions set forth in this Agreement, Consultant
shall provide to Town the services described in the Scope of Work attached as Exhibit A at the time and
place and in the manner specified therein. In the event of a conflict in or inconsistency between the terms
of this Agreement and Exhibit A, the Agreement shall prevail.
1.1 Term of Services. The term of this Agreement shall begin on the Effective Date and shall
end on December 31, 2017, the date of completion specified in Exhibit A, and Consultant
shall complete the work described in Exhibit A on or before that date, unless the term of
the Agreement is otherwise terminated or extended, as provided for in Section 8. The
time provided to Consultant to complete the services required by this Agreement shall not
affect the Town's right to terminate the Agreement, as referenced in Section 8.
1.2 Standard of Performance. Consultant shall perform all services required pursuant to this
Agreement in the manner and according to the standards observed by a competent
practitioner of the profession in which Consultant is engaged.
1.3 Assignment of Personnel. Consultant shall assign only competent personnel to perform
services pursuant to this Agreement. In the event that Town, in its sole discretion, at any
time during the term of this Agreement, desires the reassignment of any such persons,
Consultant shall, immediately upon receiving notice from Town of such desire of Town,
reassign such person or persons.
1.4 Time. Consultant shall devote such time to the performance of services pursuant to this
Agreement as may be reasonably necessary to meet the standard of performance
provided in Section 1.1 above and to satisfy Consultant's obligations hereunder.
Section 2. COMPENSATION. Town hereby agrees to pay Consultant a sum not to exceed One
Hundred Twenty Five Thousand ($125,000), notwithstanding any contrary indications that may be
contained in Consultant's proposal, for services to be performed and reimbursable costs incurred under this
Agreement. In the event of a conflict between this Agreement and Consultant's proposal, attached as
Exhibit A, regarding the amount of compensation, the Agreement shall prevail. Town shall pay Consultant
for services rendered pursuant to this Agreement at the time and in the manner set forth herein. The
payments specified below shall be the only payments from Town to Consultant for services rendered
pursuant to this Agreement. Consultant shall submit all invoices to Town in the manner specified herein.
Except as specifically authorized by Town in writing, Consultant shall not bill Town for duplicate services
performed by more than one person.
Consultant and Town acknowledge and agree that compensation paid by Town to Consultant under this
Agreement is based upon Consultant's estimated costs of providing the services required hereunder,
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including salaries and benefits of employees and subcontractors of Consultant. Consequently, the parties
further agree that compensation hereunder is intended to include the costs of contributions to any pensions
and/or annuities to which Consultant and its employees, agents, and subcontractors may be eligible. Town
therefore has no responsibility for such contributions beyond compensation required under this Agreement.
2.1 Invoices: Consultant shall submit invoices, not more often than once a month during the
term of this Agreement, based on the cost for services performed and reimbursable costs
incurred prior to the invoice date. Invoices shall contain the following information:
■ Serial identifications of progress bills; i.e., Progress Bill No. 1 for the first invoice,
etc.;
■ The beginning and ending dates of the billing period;
■ A Task Summary containing the original contract amount, the amount of prior
billings, the total due this period, the balance available under the Agreement, and
the percentage of completion;
■ At Town's option, for each work item in each task, a copy of the applicable time
entries or time sheets shall be submitted showing the name of the person doing
the work, the hours spent by each person, a brief description of the work, and
each reimbursable expense;
■ The total number of hours of work performed under the Agreement by Consultant
and each employee, agent, and subcontractor of Consultant performing services
hereunder;
■ The Consultant's signature;
• Consultant shall give separate notice to the Town when the total number of hours
worked by Consultant and any individual employee, agent, or subcontractor of
Consultant reaches or exceeds 800 hours within a 12 -month period under this
Agreement and any other agreement between Consultant and Town. Such notice
shall include an estimate of the time necessary to complete work described in
Exhibit A and the estimate of time necessary to complete work under any other
agreement between Consultant and Town, if applicable.
2.2 Monthly Payment. Town shall make monthly payments, based on invoices received, for
services satisfactorily performed, and for authorized reimbursable costs incurred. Town
shall have 30 days from the receipt of an invoice that complies with all of the requirements
above to pay Consultant.
2.3 Final Payment. Town shall pay the last 10% of the total sum due pursuant to this
Agreement within 60 days after completion of the services and submittal to Town of a final
invoice, if all services required have been satisfactorily performed.
2.4 Total Payment. Town shall pay for the services to be rendered by Consultant pursuant to
this Agreement. Town shall not pay any additional sum for any expense or cost
whatsoever incurred by Consultant in rendering services pursuant to this Agreement.
Town shall make no payment for any extra, further, or additional service pursuant to this
Agreement.
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In no event shall Consultant submit any invoice for an amount in excess of the maximum
amount of compensation provided above either for a task or for the entire Agreement,
unless the Agreement is modified prior to the submission of such an invoice by a properly
executed change order or amendment.
2.5 Hourly Fees, Fees for work performed by Consultant on an hourly basis shall not exceed
the amounts shown on the compensation schedule attached hereto as Exhibit B.
2.6 Reimbursable Expenses. Reimbursable expenses are specified below, and shall not
exceed $1,000 . Expenses not listed below are not chargeable to Town. Reimbursable
expenses are included in the total amount of compensation provided under this Agreement
that shall not be exceeded.
2.7 Payment of Taxes. Consultant is solely responsible for the payment of employment taxes
incurred under this Agreement and any similar federal or state taxes.
2.8 Payment upon Termination. In the event that the Town or Consultant terminates this
Agreement pursuant to Section 8, the Town shall compensate the Consultant for all
outstanding costs and reimbursable expenses incurred for work satisfactorily completed as
of the date of written notice, of termination. Consultant shall maintain adequate logs and
timesheets to verify costs incurred to that date.
2.9 Authorization to Perform Services. The Consultant is not authorized to perform any
services or incur any costs whatsoever under the terms of this Agreement until receipt of
authorization from the Contract Administrator.
Section 3. FACILITIES AND EQUIPMENT. Except as set forth herein, Consultant shall, at its sole
cost and expense, provide all facilities and equipment that may be necessary to perform the services
required by this Agreement. Town shall make available to Consultant only the facilities and equipment
listed in this section, and only under the terms and conditions set forth herein.
Town shall furnish physical facilities such as desks, filing cabinets, and conference space, as may be
reasonably necessary for Consultant's use while consulting with Town employees and reviewing records
and the information in possession of the Town. The location, quantity, and time of furnishing those facilities
shall be in the sole discretion of Town. In no event shall Town be obligated to furnish any facility that may
involve incurring any direct expense, including but not limited to computer, long-distance telephone or other
communication charges, vehicles, and reproduction facilities.
Section 4. INSURANCE REQUIREMENTS. Before begi.nning any work under this Agreement,
Consultant, at its own cost and expense, unless otherwise specified below, shall procure the types and
amounts of insurance listed below against claims for injuries to persons or damages to property that may
arise from or in connection with the performance of the work hereunder by the Consultant and its agents,
representatives, employees, and subcontractors. Consistent with the following provisions, Consultant shall
provide proof satisfactory to Town of such insurance that meets the requirements of this section and under
forms of insurance satisfactory in all respects, and that such insurance is in effect prior to beginning work to
the Town. Consultant shall maintain the insurance policies required by this section throughout the term of
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this Agreement. The cost of such insurance shall be included in the Consultant's bid. Consultant shall not
allow any subcontractor to commence work on any subcontract until Consultant has obtained all insurance
required herein for the subcontractor(s) and provided evidence that such insurance is in effect to Town.
Verification of the required insurance shall be submitted and made part of this Agreement prior to
execution. Consultant shall maintain all required insurance listed herein for the duration of this Agreement.
4.1 Workers' Compensation. Consultant shall, at its sole cost and expense, maintain
Statutory Workers' Compensation Insurance and Employer's Liability Insurance for any
and all persons employed directly or indirectly by Consultant. The Statutory Workers'
Compensation Insurance and Employer's Liability Insurance shall be provided with limits of
not less than $$1,000,000 per accident. In the alternative, Consultant may rely on a self-
insurance
elfinsurance program to meet those requirements, but only if the program of self-insurance
complies fully with the provisions of the California Labor Code. Determination of whether a
self-insurance program meets the standards of the Labor Code shall be solely in the
discretion of the Contract Administrator. The insurer, if insurance is provided, or the
Consultant, if a program of self-insurance is provided, shall waive all rights of subrogation
against the Town and its officers, officials, employees, and volunteers for loss arising from
work performed under this Agreement.
4.2 Commercial General and Automobile Liability Insurance.
4.2.1 General requirements. Consultant, at its own cost and expense, shall maintain
commercial general and automobile liability insurance for the term of this
Agreement in an amount not less than $1,000,000 per occurrence, combined
single limit coverage for risks associated with the work contemplated by this
Agreement. If a Commercial General Liability Insurance or an Automobile Liability
form or other form with a general aggregate limit is used, either the general
aggregate limit shall apply separately to the work to be performed under this
Agreement or the general aggregate limit shall be at least twice the required
occurrence limit. Such coverage shall include but shall not be limited to, protection
against claims arising from bodily and personal injury, including death resulting
therefrom, and damage to property resulting from activities contemplated under
this Agreement, including the use of owned and non -owned automobiles.
4.2.2 Minimum scope of coverage. Commercial general coverage shall be at least as
broad as Insurance Services Office Commercial General Liability occurrence form
CG 0001 (most recent edition) covering comprehensive General Liability on an
"occurrence" basis. Automobile coverage shall be at least as broad as Insurance
Services Office Automobile Liability form CA 0001, Code 1 (any auto). No
endorsement shall be attached limiting the coverage.
4.2.3 Additional requirements. Each of the following shall be included in the
insurance coverage or added as a certified endorsement to the policy:
a. The Insurance shall cover on an occurrence or an accident basis, and not
on a claims -made basis.
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b. Town, its officers, officials, employees, and volunteers are to be covered
as insureds as respects: liability arising out of work or operations
performed by or on behalf of the Consultant; or automobiles owned,
leased, hired, or borrowed by the Consultant
C. For any claims related to this Agreement or the work hereunder, the
Consultant's insurance covered shall be primary insurance as respects
the Town, its officers, officials, employees, and volunteers. Any insurance
or self-insurance maintained by the Town, its officers, officials, employees,
or volunteers shall be excess of the Consultant's insurance and shall not
contribute with it.
d. Each insurance policy required by this clause shall be endorsed to state
that coverage shall not be canceled by either party, except after 30 days'
prior written notice has been provided to the Town.
4.3 Professional Liability Insurance.
4.3.1 General requirements. Consultant, at its own cost and expense, shall maintain
for the period covered by this Agreement professional liability insurance for
licensed professionals performing work pursuant to this Agreement in an amount
not less than $1,000,000 covering the licensed professionals' errors and
omissions. Any deductible or self-insured retention shall not exceed $150,000 per
claim.
4.3.2 Maims -made limitations. The following provisions shall apply if the professional
liability coverage is written on a claims -made form:
a. The retroactive date of the policy must be shown and must be before the
date of the Agreement.
b. Insurance must be maintained and evidence of insurance must be
provided for at least five years after completion of the Agreement or the
work, so long as commercially available at reasonable rates.
C. If coverage is canceled or not renewed and it is not replaced with another
claims -made policy form with a retroactive date that precedes the date of
this Agreement, Consultant shall purchase an extended period coverage
for a minimum of five years after completion of work under this
Agreement.
d. A copy of the claim reporting requirements must be submitted to the Town
for review prior to the commencement of any work under this Agreement.
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4.3.3 Additional Requirements. A certified endorsement to include contractual liability
shall be included in the policy
4.4 All Policies Requirements.
4.4.1 Acceptability of insurers. All insurance required by this section is to be placed
with insurers with a Bests' rating of no less than A:VII.
4.4.2 Verification of coverage. Prior to beginning any work under this Agreement,
Consultant shall furnish Town with complete copies of all policies delivered to
Consultant by the insurer, including complete copies of all endorsements attached
to those policies. All copies of policies and certified endorsements shall show the
signature of a person authorized by that insurer to bind coverage on its behalf. If
the Town does not receive the required insurance documents prior to the
Consultant beginning work, it shall not waive the Consultant's obligation to provide
them. The Town reserves the right to require complete copies of all required
insurance policies at any time.
4.4.3 Deductibles and Self -Insured Retentions. Consultant shall disclose to and
obtain the written approval of Town for the self-insured retentions and deductibles
before beginning any of the services or work called for by any term of this
Agreement. At the option of the Town, either: the insurer shall reduce or eliminate
such deductibles or self-insured retentions as respects the Town, its officers,
employees, and volunteers; or the Consultant shall provide a financial guarantee
satisfactory to the Town guaranteeing payment of losses and related
investigations, claim administration and defense expenses.
4.4.4 Wasting Policies. No policy required by this Section 4 shall include a "wasting"
policy limit (i.e. limit that is eroded by the cost of defense).
4.4.5 Waiver of Subrogation. Consultant hereby agrees to waive subrogation which
any insurer or contractor may require from vendor by virtue of the payment of any
loss. Consultant agrees to obtain any endorsements that may be necessary to
affect this waiver of subrogation.
The Workers' Compensation policy shall be endorsed with a waiver of subrogation
in favor of the entity for all work performed by the consultant, its employees,
agents, and subcontractors.
4.4.6 Subcontractors. Consultant shall include all subcontractors as insureds under its
policies or shall furnish separate certificates and certified endorsements for each
subcontractor. All coverages for subcontractors shall be subject to all of the
requirements stated herein.
4.5 Remedies. In addition to any other remedies Town may have if Consultant fails to provide
or maintain any insurance policies or policy endorsements to the extent and within the time
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herein required, Town may, at its sole option exercise any of the following remedies, which
are alternatives to other remedies Town may have and are not the exclusive remedy for
Consultant's breach:
Obtain such insurance and deduct and retain the amount of the premium's for such
insurance from any sums due under the Agreement;
■ Order Consultant to stop work under this Agreement or withhold any payment that
becomes due to Consultant hereunder, or both stop work and withhold any payment,
until Consultant demonstrates compliance with the requirements hereof; and/or
■ Terminate this Agreement.
Section 5. INDEMNIFICATION AND CONSULTANT'S RESPONSIBILITIES. Consultant shall, to the
fullest extent allowed by law, with respect to all Services performed in connection with this Agreement,
defend with counsel acceptable to Town, indemnify, and hold Town, its officers, employees, agents, and
volunteers, harmless from and against any and all claims that 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 that arise out of, pertain
to, or relate to such Claims, whether directly or indirectly ("Liability"). Such obligations to defend, hold
harmless and indemnify the Town shall not apply to the extent that such Liabilities are caused by the sole
negligence, active negligence, or willful misconduct of the Town.
With respect to third party claims against the Consultant, the Consultant waives any and all rights of any
type of express or implied indemnity against the Indemnitees.
Notwithstanding the forgoing, to the extent this Agreement is a "construction contract" as defined by
California Civil Code section 2783, as may be amended from time to time, such duties of Consultant to
indemnify shall not apply when to do so would be prohibited by California Civil Code Section 2782.
Section 6. STATUS OF CONSULTANT.
6.1 Independent Contractor. At all times during the term of this Agreement, Consultant shall
be an independent contractor and shall not be an employee of Town. Town shall have the
right to control Consultant only insofar as the results of Consultant's services rendered
pursuant to this Agreement and assignment of personnel pursuant to Subparagraph 1.3;
however, otherwise Town shall not have the right to control the means by which
Consultant accomplishes services rendered pursuant to this Agreement. Notwithstanding
any other Town, state, or federal policy, rule, regulation, law, or ordinance to the contrary,
Consultant and any of its employees, agents, and subcontractors providing services under
this Agreement shall not qualify for or become entitled to, and hereby agree to waive any
and all claims to, any compensation, benefit, or any incident of employment by Town,
including but not limited to eligibility to enroll in the California Public Employees Retirement
System (PERS) as an employee of Town and entitlement to any contribution to be paid by
Town for employer contributions and/or employee contributions for PERS benefits.
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6.2 Consultant Not an Except 8STown may specify iDwriting, Consultant shall have
no authority, express Drimplied, toact ODbehalf 0fTown iDany capacity whatsoever @8E0
agent. Consultant shall have Do authority, express O[implied, pursuant tOthis Agreement
t0bind Town toany obligation whatsoever.
Section 7. LEGAL REQUIREMENTS.
7.1 Governing Law. The laws ofthe State OfCalifornia shall govern this An
7.2 Compliance with Applicable Laws. Consultant and any subcontractors shall comply with
all laws and regulations applicable to the performance of the work hereunder, including but
not limited to, the California. Building Code, the Americans with Disabilities Act, and any
copyright, patent or trademarlaw. Consultant's Failure tocomply with any |nw(s)Or
regulation(s) applicable to the performance of the work hereunder shall constitute a breach
of contract.
7.3 Other Governmental Regulations. To the extent that this Agreement may be* funded h«
fiscal assistance from another governmental entity, Consultant and any subcontractors
8h8|| comply with all applicable rules and regulations to which Town is bound by the t8nnS
of such fiscal assistance program.
7.4 Licenses and Permits. Consultant and warrants toTown that Consultant and
its employees, agents, and any subcontractors have all licenses, permits, qualifications,
and approvals ofwhatsoever nature that are legally required t0practice their respective
professions. Consultant represents and warrants tOTown that Consultant and its
employees, agents, any subcontractors shall, at their sole cost and expense, keep in effect
otall times during the term Ofthis Agreement any licenses, permits, and approvals that are
legally required to practice their respective professions. In addition tothe foregoing,
Consultant and any subcontractors shall obtain and maintain during the term ofthis
Agreement valid BU8in8aa Licenses from Town.
7.5 Nondiscrimination and Equal Opportunity., Consultant shall not discriminate, ODthe
basis 0faperson's race, religion, color, national origin,8ge, physical ormental handicap or
disabi|ity, medical condition, marital status, sex, or sexual orientation, against any
employee, applicant for employment, subcontractor, bidder for asubcontract, 0rparticipant
in, recipient of, or applicant for any services or programs provided by Consultant under this
Agreement. Consultant shall comply with all applicable federal, state, and |Oc@| |ew8'
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
Anre80Hnt, including but not limited to the satisfaction of any positive Ub|igediOD8 required
OfConsultant thereby.
Consultant shall include the provisions Ofthis Subsection iDany subcontract approved h«
the Contract Administrator or this Agreement.
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Section 8. TERMINATION AND MODIFICATION.
8.1 Termination. Town may cancel this Agreement at any time and without cause upon
written notification to Consultant.
Consultant may cancel this Agreement upon 30 days' written notice to Town and shall
include in such notice the reasons for cancellation.
In the event of termination, Consultant shall be entitled to compensation for services
performed to the effective date of termination; Town, however, may condition payment of
such compensation upon Consultant delivering to Town any or all documents,
photographs, computer software, video and audio tapes, and other materials provided to
Consultant or prepared by or for Consultant or the Town in connection with this
Agreement.
8.2 Extension. Town may, in its sole and exclusive discretion, extend the end date of this
Agreement beyond that provided for in Subsection 1.1. Any such extension shall require a
written amendment to this Agreement, as provided for herein. Consultant understands and
agrees that, if Town grants such an extension, .Town shall have no obligation to provide
Consultant with compensation beyond the maximum amount provided for in this
Agreement. Similarly, unless authorized by the Contract Administrator, Town shall have
no obligation to reimburse Consultant for any otherwise reimbursable expenses incurred
during the extension period.
8.3 Amendments. The parties may amend this Agreement only by a writing signed by all the
parties.
8.4 Assignment and Subcontracting. Town and Consultant recognize and agree that this
Agreement contemplates personal performance by Consultant and is based upon a
determination of Consultant's unique personal competence, experience, and specialized
personal knowledge. Moreover, a substantial inducement to Town for entering into this
Agreement was and is the professional reputation and competence of Consultant.
Consultant may not assign this Agreement or any interest therein without the prior written
approval of the Contract Administrator. Consultant shall not subcontract any portion of the
performance contemplated and provided for herein, other than to the subcontractors noted
in the proposal, without prior written approval of the Contract Administrator.
8.5 Survival. All obligations arising prior to the termination of this Agreement and all
provisions of this Agreement allocating liability between Town and Consultant shall survive
the termination of this Agreement.
8.6 Options upon Breach by Consultant. If Consultant materially breaches any of the terms
of this Agreement, Town's remedies shall include, but not be limited to, the following:
8.6.1 Immediately terminate the Agreement;
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8.6.2 Retain the plans, specifications, drawings, reports, design documents, and any
other work product prepared by Consultant pursuant to this Agreement;
8.6.3 Retain a different consultant to complete the work described in Exhibit A not
finished by Consultant; or
8.6.4 Charge Consultant the difference between the cost to complete the work
described in Exhibit A that is unfinished at the time of breach and the amount that
Town would have paid Consultant pursuant to Section 2 if Consultant had
completed the work.
Section 9. KEEPING AND STATUS OF RECORDS.
9.1 Records Created as Part of consultant's Performance. All reports, data, maps,
models, charts, studies, surveys, photographs, memoranda, plans, studies, specifications,
records, files, or any other documents or materials, in electronic or any other form, that
Consultant prepares or obtains pursuant to this Agreement and that relate to the matters
covered hereunder shall be the property of the Town. Consultant hereby agrees to deliver
those documents to the Town upon termination of the Agreement. It is understood and
agreed that the documents and other materials, including but not limited to those described
above, prepared pursuant to this Agreement are prepared specifically for the Town and are
not necessarily suitable for any future or other use. Town and Consultant agree that, until
final approval by Town, all data, plans, specifications, reports and other documents are
confidential and will not be released to third parties without prior written consent of both
parties.
9.2 consultant's Books and Records. Consultant shall maintain any and all ledgers, books
of account, invoices, vouchers, canceled checks, and other records or documents
evidencing or relating to charges for services or expenditures and disbursements charged
to the Town under this Agreement for a minimum of 3 years, or for any longer period
required by law, from the date of final payment to the Consultant to this Agreement.
9.3 Inspection and Audit of Records. Any records or documents that Section 9.2 of this
Agreement requires Consultant to maintain shall be made available for inspection, audit,
and/or copying at any time during regular business hours, upon oral or written request of
the Town. Under California Government Code Section 8546.7, if the amount of public
funds expended under this Agreement exceeds $10,000.00, the Agreement shall be
subject to the examination and audit of the State Auditor, at the request of Town or as part
of any audit of the Town, for a period of 3 years after final payment under the Agreement.
Section 10 MISCELLANEOUS PROVISIONS,
10.1 Attorneys' Fees. If a party to this Agreement brings any action, including an action for
declaratory relief, to enforce or interpret the provision of this Agreement, the prevailing
party shall be entitled to reasonable attorneys' fees in addition to any other relief to which
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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 Severability. If a court of competent jurisdiction finds or rules that any provision of this
Agreement is invalid, void, or unenforceable, the provisions of this Agreement not so
adjudged shall remain in full force and effect. The invalidity in whole or in part of any
provision of this Agreement shall not void or affect the validity of any other provision of this
Agreement.
10.4 No Implied Waiver of Breach. The waiver of any breach of a specific provision of this
Agreement does not constitute a waiver of any other breach of that term or any other term
of this Agreement.
10.5 Successors and Assigns. The provisions of this Agreement shall inure to the benefit of
and shall apply to and bind the successors and assigns of the parties.
10.6 Use of Recycled Products, Consultant shall prepare and submit all reports, written
studies and other printed material on recycled paper to the extent it is available at equal or
less cost than virgin paper.
10.7 Conflict of Interest. Consultant may serve other clients, but none whose activities within
the corporate limits of Town or whose business, regardless of location, would place
Consultant in a "conflict of interest," as that term is defined in the Political Reform Act,
codified at California Government Code Section 81000 et seq.
Consultant shall not employ any Town official in the work performed pursuant to this
Agreement. No officer or employee of Town shall have any financial interest in this
Agreement that would violate California Government Code Sections 1090 et seq.
Consultant hereby warrants that it is not now, nor has it been in the previous 12 months,
an employee, agent, appointee, or official of the Town. If Consultant was an employee,
agent, appointee, or official of the Town in the previous twelve months, Consultant
warrants that it did not participate in any manner in the forming of this Agreement.
Consultant understands that, if this Agreement is made in violation of Government Code
§1090 et seq., the entire Agreement is void and Consultant will not be entitled to any
compensation for services performed pursuant to this Agreement, including reimbursement
of expenses, and Consultant will be required to reimburse the Town for any sums paid to
the Consultant. Consultant understands that, in addition to the foregoing, it may be subject
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..
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10.8 Solicitation. Consultant agrees not to solicit business at any meeting, focus group, or
interview related to this Agreement, either orally or through any written materials.
10.9 Contract Administration. This Agreement shall be administered by the Public Works
Director ("Contract Administrator"). All correspondence shall be directed to or through the
Contract Administrator or his or her designee.
10.10 Notices. Any written notice to Consultant shall be sent to:
Allen Chen
Public Works Director/City Engineer
26379 Fremont Road
Los Altos Hills, CA 94022
Any written notice to Town shall be sent to:
Gisa M. Ju
Vice President
2175 North California Blvd, Suite 315
Walnut Creek, CA 94596
10.11 Professional Seal. Where applicable in the determination of the contract administrator,
the first page of a technical report, first page of design specifications, and each page of
construction drawings shall be stamped/sealed and signed by the licensed professional
responsible for the report/design preparation. The stamp/seal shall be in a block entitled
"Seal and Signature of Registered Professional with report/design responsibility," as in the
following example.
Seal and Signature of Registered Professional with
report/design responsibility.
10.12 Integration. This Agreement, including the scope of work attached hereto and
incorporated herein as Exhibits A and B 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 Compensation Schedule
10.13 Counterparts. This Agreement may be executed in multiple counterparts, each of which
shall be an original and all of which together shall constitute one agreement.
[SIGNATURES ON FOLLOWING PAGE]
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The Parties have executed this Agreement as of the Effective Date.
TOWN OF LOS ALTOS HILLS
4
Carl Cahill, Town Manager
Attest.
Deborah Padovan, Town Clerk
Approved as to Form:
Steven T. Mattas, Town Attorney
1071914.1
CONSULTANT
Gisa M. Ju, Vice Pre0dent
Consulting Services Agreement between [EFFECTIVE DATE]
Town of Los Altos Hills and Woodard & Curran Page 13 of 13
EXHIBIT
SCOPE OF SERVICES
Consulting Services Agreement between
Town of Los Altos Hills and Woodard & Curran
Exhibit
[EFFECTIVE DATE]
EXHIBIT A
Scope of Work
The scope of work presented below details CONSULTANT's scope of work for the Town of Los Altos
Hills (Town) Wastewater Collection System Hydraulic Modeling and Master Plan Development Services
(Master Plan) project. The results of the study will be summarized in an overall Collection System
Master Plan Report.
The scope of work is based on the project approach presented in CONSULTANT's proposal dated
September 19, 2016, in response to the Town's Request for Proposals (RFP), and provides a description
of each task and subtask and the anticipated deliverables. Unless specifically noted, it is assumed that
draft deliverables will be submitted electronically.
Task 1— Project Management and Coordination
This task includes the following activities:
• Kickoff Meeting. CONSULTANT will conduct a kickoff meeting with Town staff to discuss the
project scope, approach, schedule and assumptions, communications protocol and initial data
needs for moving forward with the hydraulic modeling and master planning activities.
• Progress Meetings. In addition to frequent contact via email and telephone, CONSULTANT will
participate in periodic progress meetings with the Town to discuss progress to date, findings,
outstanding issues and next steps. At a minimum, progress meetings will be held with Town staff
following submittal of all draft deliverables to discuss the findings and any review comments.
• Progress Reporting. CONSULTANT will prepare monthly progress reports to summarize project
activities and budget/schedule status.
• QA/QC Activities. CONSULTANT will use its Deltek QA/QC system to ensure that every major
deliverable is identified and tracked for review. All data, results, and deliverables will be
reviewed prior to submittal to the Town.
Task 1 Deliverables:
• Agendas and meeting minutes for the kickoff meeting and project progress meetings
• Monthly invoices and project progress reports
Assumptions:
• Three (3) progress meetings at Town offices, in addition to telephone conference calls as needed.
Task 2 — Data Collection and Review
As part of this task, CONSULTANT will prepare an initial request list of data and information that may
be relevant to the Master Plan. For .information required from other Town departments or outside sources
(e.g., Town Planning Department, Purissima Water District), CONSULTANT will coordinate the data
collection with assistance from the Town's project manager. The information to be reviewed will include:
i 2004 Sanitary Sewer Master Plan and 2007 Expansion Study and Plan
• The Town's most current digital collection system map and database in GIS format;
• The Town's AutoCAD map;
• Digital mapping related to the Town's General Plan, zoning, vacant and undeveloped land
inventory, or other relevant planning maps, if available;
-1-
Exhibit A - Scope of Work
• Record drawings of any sewer facilities for which complete data is not included in the current
GIS;
• Flow and rainfall monitoring data (Excel format) from the Town's 2016 flow monitoring program
• Pump station SCADA data, record drawings and operating information;
• Latest County tax assessor's database and/or the Town's customer billing database, which include
parcel use information, number of dwelling units, lot sizes, etc„ and sewer connections.
• Available water consumption data by customer account;
• Agreements with Cities of Los Altos and Palo Alto for conveyance and treatment of Los Altos
Hills' wastewater flows.
• Available CCTV inspection data (as requested).
• Construction bids for sewer rehabilitation or replacement projects.
• Town's sewer and storm drain design and construction standards.
CONSULTANT will review the data in order to assess the information available for preparing the Master
Plan. For any data that is not available but critical for the Master Plan, CONSULTANT will recommend
an approach for obtaining the information or making use of existing data, and will discuss this approach
with the Town.
'ask 2 Deliverable,:
• Data request list
Task 3 —Hydraulic Model Development and Calibration
Under this task, CONSULTANT will develop and calibrate a hydraulic model of the collection system.
CONSULTANT will use InfoWorksTM ICM software and its own software licenses for the modeling
work; however, all model files developed and generated as part of the project will be provided to the
Town at project conclusion.
Subtask 3.1 Develop Model Network
Using data from the Town's GIS and asset inventory database, CONSULTANT will develop a hydraulic
model of the sewer system. It is understood that the GIS includes pipe diameters and lengths, and rim and
invert elevation data for approximately 15 percent of the sewer that comprise the system backbone
network, which would represent the modeled trunk sewer system, The elevation data are based on
surveys conducted by the Town's maintenance provider, West Bay Sanitary District. Available sewer
record drawings will be used to supplement the data in GIS if necessary and available. The modeled
sewer network will include, at a minimum, all larger sewers and critical small diameter pipes, including
those that serve areas of significant size, are known or suspected by Town staff to have capacity
problems, or serve areas of potential future growth or septic parcel connections. CONSULTANT will
review the network where rim and invert data has been provided and identify additional lines that should
be considered for inclusion in the model. If the Town agrees, the Town would authorize surveys to
collect the needed data. Less critical smaller -diameter pipelines will not be included in the initial model
but could be added in the future as needed. The model will also include any pump stations located within
the modeled trunk network.
Following the construction of the model database, a QA/QC process called "model validation," will be
used to verify the data before beginning any model runs. This process includes checking network
connectivity and data completeness and reasonableness for apparent discrepancies (e.g., negative pipe
slopes, outlet pipe invert elevations higher than inlet invert elevations etc.). Missing or suspect data will
be resolved to the extent possible through review of available record drawings or requested field
verification. The source of all new or updated'data in the model will be documented directly in the
model database using InfoWorks "flags" and notes.
-2-
Exhibit A - Scope of Work
CONSULTANT will also delineate model subcatchment (subbasin) boundaries and assign the model
loads and preliminary flow factors developed as part of Subtask 3.2 to the subcatchments.
Subtask 3.2 Develop Existing Model Loads and Preliminary Flow Factors
CONSULTANT will review existing parcel, customer billing and water use data, land use type, number
and type of dwelling units, etc. that are collected under Task 2 to determine the best approach for using
this data to estimate existing base wastewater flows. The exact methodology to be used to develop model
loadings will depend on the format and completeness of available parcel -based data; however, it is
anticipated that a combination of the Town's customer database, Purissima Water District water use
records, and flow monitoring data will be the primary sources of data for developing model loads. It is
anticipated that water use records will be used to develop model loads for the few non-residential parcels
served by the Town.
CONSULTANT will develop preliminary criteria to be used to estimate wastewater flows, including unit
base wastewater flow factors for residential connections; diurnal base wastewater flow patterns; and
infiltration/inflow parameters. These criteria will be developed based on the flow monitoring data plus
CONSULTANT's experience with similar Bay Area systems. These criteria will be verified/refined
through the model calibration process under Subtask 3.4.
Subtask 3.3 Develop Future Model Loads
CONSULTANT will review the Town's General Plan and Housing Element Update, and will consult
with the Town's Planning Department staff to identify specific planning issues and potential growth in the
Town. CONSULTANT will also evaluate the historical rate of connection of septic systems, and discuss
with Town staff what factors may influence the future rates and locations of such conversions. Using this
information, estimates of future wastewater flows based on the location of projected future residential
connections (and any non-residential development if indicated) will be developed. To the extent that the
information is available, these estimates will be compiled at the parcel level to maximize the accuracy of
the data. The projected timing of new connection to the sewer system will also be discussed to provide
input on potential phasing of collection system improvement projects identified as part of the Master
Plan.
Subtask 4.3 Calibrate Model
CONSULTANT will run the model under existing conditions and compare the computed dry weather and
wet weather flow hydrographs to observed flow monitoring data. Modeling parameters such as unit flow
rates, diurnal curves, and I/I factors will be adjusted as needed to achieve a reasonable match for modeled
to metered flows.
Task 3 Deliverables:
• Calibrated hydraulic model for the sewer system (model files plus data exported to GIS and/or
Excel tables), to be provided at project completion.
Assumptions:
• CONSULTANT will use its own model licenses for the work under this project
• Town will provide record drawings, additional survey data if needed, and assistance with field
verification if needed to obtain or confirm data for critical sewers included within the model
-3-
Exhibit A - Scope of Work
Task 4 — System Evaluation
This task involves evaluation of collection system capacity and identification of specific improvement
needs to address any deficiencies.
Subtask 4.1 Establish Capacity Evaluation and Design Criteria
CONSULTANT will propose design and hydraulic criteria to be used for assessing the capacity of
existing sewer facilities and sizing new facilities, including Manning's "n" factor for gravity sewers,
maximum d/D values, minimum and maximum velocities, slopes, and depth of cover, and pump station
design and reliability considerations (e.g., firm capacity). CONSULTANT will also identify alternative
approaches for defining an appropriate design storm or storms, including use of an actual historical storm
or a synthetic event based on rainfall intensity -duration -frequency statistics or other methods such as the
SCS Type IA distribution curve. CONSULTANT will propose criteria for evaluating the performance of
the system under the design event (e.g., acceptable level of surcharge) that reflects the Town's desired
level of service and risk acceptance. The proposed criteria will be reviewed and discussed with Town
staff.
Subtask 4.2 Evaluate Existing System Performance
Using the hydraulic model and based on the criteria established in Subtask 4. 1, CONSULTANT will
evaluate the performance of the existing gravity trunk sewers, pump stations included in the model, and
force mains under existing and future dry and design wet weather flows. Capacity deficiencies will be
identified based on the performance criteria established in Subtask 4.1. Thematic maps and hydraulic
gradeline plots will be prepared to present the identified capacity problem areas.
Subtask 4.3 Assess Capacity Needed to Service Septic System Parcels
CONSULTANT will evaluate the remaining capacity in existing trunk sewers to receive new flows from
residential parcels that convert from septic systems to public sewer over time. Using information on the
locations of the septic system parcels and the 2007 Sanitary Sewer System Expansion Study which
developed a preliminary layout of proposed sewers to serve septic system areas, CONSULTANT will
estimate the additional flow to existing sewers and identify trunk sewers that may have insufficient
capacity to handle septic conversion flows. If authorized by the Town as an optional task,
CONSULTANT will update the proposed layout of future sewers to serve currently unsewered areas
based on latest available information.
Subtask 4.4 Assess Potential Benefits of 1/1 Reduction
CONSULTANT will review the 1/1 flow characteristics associated with the different subbasins in the
system (based on flow monitoring data and model results) and their location with respect to identified
capacity deficiencies. Based on this analysis, CONSULTANT will identify areas that may be suitable for*
rehabilitation efforts to further reduce 1/1. CONSULTANT will develop estimates of the percent I/I
reduction that can be achieved through rehabilitation of various combinations of mains, lower laterals and
upper laterals. These percent 1/1 reduction estimates will be incorporated into the hydraulic model to
determine the effects of the rehabilitation alternatives on peak flows.
CONSULTANT will recommend priority areas for future smoke testing or other I/I source detection
investigations or sewer rehabilitation based on the results of this work. This information could also be
incorporated into the Town's risk model.
Task 4 Deliverables:
® Thematic maps and hydraulic gradeline plots of predicted capacity deficiencies
® Tabular summary of trunk- sewer capacities, projected flows, and available capacity
-4-
Exhibit A - Scope of Work
Task 5 —Capital Improvement Program Development
Using an iterative simulation process and engineering judgment, CONSULTANT will develop and test
solutions to identified capacity deficiencies. Solutions may include upsizing or paralleling existing pipes,
upgrading pump stations that lack sufficient firm capacity, consolidating flows in new sewers or existing
sewers with available capacity, implementing flow diversions at critical locations, or sewer rehabilitation
to reduce I/I. Based on preliminary model results and discussion with Town staff, the alternatives will be
refined and focused on the most viable solutions for more detailed project development.
CONSULTANT will evaluate potential project alternatives in further detail, including review of projects
sites on aerial mapping or in the field. The purpose of these evaluations is to confirm the suitability of
pipeline alignments, and identify any design, constructability, permitting, or environmental issues that
could potentially be "fatal flaws" or that should be considered in project development. CONSULTANT
will develop planning level cost estimates based on the most viable construction method for each
potential solution for the identified deficiencies.
In conjunction with Town staff, CONSULTANT will prioritize the recommended sewer improvement
projects. Prioritization criteria will include the severity of existing capacity deficiencies (as indicated by
the extent of surcharge or potential overflows predicted by the model), the relative impact of the predicted
surcharge or potential overflows (on public health and safety, water quality, business and community
facilities, etc.), the timing of proposed growth and septic system conversions, maintenance history and/or
sewer condition information, and coordination with other Town or other utility projects (e.g., road, storm
drain, or water system improvements).
The prioritized list will be used to develop 5- and l0 -year, and long-term capital improvement plans for
sewer capacity improvements. CONSULTANT will work with the Town to coordinate capacity projects
with other identified sewer rehabilitation and replacement projects.
Task S Deliverables:
• Prioritized collection system capacity CIP (to be incorporated into Master Plan report)
Task 6 Master Plan Preparation
This task involves compiling the work conducted as part of the earlier tasks into a comprehensive
Wastewater Collection System Master Plan report for use by the Town.
CONSULTANT will incorporate the findings and recommendations of the project into a comprehensive
Master Plan report. This report will document the methodology and assumptions used to develop the
hydraulic model, the recommended performance and design criteria, model results, recommended
improvements and sewer system capacity CIP. The report appendices will contain supporting data
including flow monitoring data plots, model data and results tables, and other pertinent information. The
report will include an Executive Summary section that can be extracted as a stand-alone document and
provided to Town management and Council members or other interested parties.
CONSULTANT will prepare a final Sewer Master Plan report, incorporating the Town's comments on
the Draft Master Plan. The final plan will serve as a basis for future master plan updates.
CONSULTANT will assist Town staff in preparing for and presenting the Master Plan findings to the
Town Council.
Task 6 Deliverables:
• Draft Sewer Master Plan
• Final Sewer Master Plan (five hard copies plus electronic files)
• Powerpoint presentation and handouts for Town Council presentation
Assumptions:
• Attendance/participation at one Town Council meeting.
572
EXHIBIT B
COMPENSATION SCHE
Consulting Services Agreement between
Town of Los Altos Hills and Woodard & Curran
Exhibit B
[EFFECTIVE DATE]
EXHIBIT B
Compensation Schedule
Estimated Level of Effort and Fee
1. Labor costs include salaries, overhead, and profit based on Consultant's standard hourly rate schedule and estimate of rates for work to be conducted in
CY 2017.
2. Other direct costs (ODCs) include mileage, travel, and major reproduction, including 10% markup.
EXHIBIT B
Compensation Schedule
Consultant's 2016 Standard Billing Rates
Billing Classifications
2016 Rates
Eft ineer-Panner-Scien�st
Associate EPS
$
125.00
EPS -1
$
148.00
EPS -2
$
166.00
EPS -3
$
178.00
EPS -4
$
195.00
EPS -5
$
199.00
EPS -6
$
216.00
EPS -7
$
230.00
EPS -8
$
242.00
EPS -9
$
249.00
.EPS -10
$
266.00
EPS -11
$
282.00
EPS -12
$
295.00
EPS -13
$
299.00
EPS -14
$
308.00
Intern
$
55.00
..
Tech'n scan
TECH -1
$
132.00
TECH -2
$
136.00
TECH -3
$
141.00
TECH -4
$
147.00
TECH -5
$
153.00
TECH -6
$
161.00
TECH -7
$
163.00
Adan i n istrt�ue
_
AD -1
$
96.00
AD -2
$
100.00
AD -3
$
110.00
AD -4
$
120.00
AD -5
$
132.00
AD -6
$
144.00
AD -7
$
150.00
Note: The individual hourly rates include salary, overhead and profit. Other direct costs (ODCs) such as
reproduction, delivery, mileage (as allowed by IRS guidelines), and travel expenses will be billed at actual cost
plus 10%. Subconsultants will be billed as actual cost plus 10%. Consultant reserves the right to adjust its hourly
rate structure at the beginning of each year for all ongoing contracts.
RESOLUTION 85-16
RESOLUTION AUTHORIZINGTHE CITY MANAGER TO EXECUTE A
PROFESSIONAL SERVICES CONTRACT WITH WOODARD & CURRAN, INC. IN'
AN AMOUNT NOT TO -EXCEED $125,000 FOR THE DEVELOPMENT OF A
SANITARY SEWER MASTER PLAN
WHEREAS, the Town of Los Altos Hills ("Town") is sewer. operator and manages a sewer
collection system sanitary sewer services; and
WHEREAS, the last Sanitary Sewer Master Plan was completed. in 2004 and the changes in
development and flow that were described in the 2004 Sanitary Sewer Master Plan were not
realized, and the recommendations from the report are now obsolete; and
WHEREAS, an updated Sanitary Sewer Master -Plan is needed to provides evaluation of the sewer
system, and defines a near-term and long term Capital Improvement Program to comprehensively
address the Town's sewer system needs to improve capacity, operational reliability, and address
replacement of aging infrastructure .of the sewer system facilities'; and
WHEREAS, the - Public Works Director of the Town of Los Altos Hills duly examined and
considered proposal submitted for the development of an updated Sanitary Sewer Master Plan; and
WHEREAS, the Public Works Director recommends that a professional services contract for said
project be executed with Woodard & Curran, Inc. in the amount of $125,000.
NOW, THEREFORE, BE IT RESOLVED by the City Council of the Town of Los Altos Hills
that the City Manager is hereby authorized to . execute 'a professional services contract with
Woodard & Curran, Inc. for the development of a Sanitary Sewer Master Plan.
The above and foregoing Resolution passed and adopted by the City Council of the Town of Los
Altos Hills at a regular meeting held on the 17th day of November, 2016 by the following vote:
AYES: Harpootlian, Waldeck, Corrigan, Radford, Spreen
NOES: None
ABSENT: None
ABSTAIN: None
ATTEST: r
. f_
ti..
Deborah
Padovan, City Clerk
Harpootlian, Mayor
Resolution 85-16 Page 1