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HomeMy WebLinkAboutOlympia FootingCONSULTING SERVICES AGREEMENT BETWEEN THE TOWN OF LOS ALTOS HILLS AND OLYMPIA FOOTING THIS AGREEMENT for consulting services is made by and between the Town of Los Altos Hills ('Toand OLYMPIA FOOTING ("Consuftant) (together referred to as the'Paftiiesl as of I 2019 (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 . and incorporated herein, at the time and place and in the manner specified therein. in the event of a conflict in or Inconsistency between the terms of this Agreement and Exhibit A the Agreement shah prevail. 1.1 Term of Services. The term of this Agreement shall begin on the Effective Date and shall end on December 31, 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 by this Agreement shall not affect 7the Town's right to terminate the Agreement, as referenced in Section 8. 1.2 Standard of Performance. Consultant shall perform. all services requhed pursuant to this Agreement 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 Consultants obligations hereunder. 1.5 Public Works Requirements. Because the services described in Exhibit A Include "work performed during the design and preconstruction phases of construction including, but not limited to, Inspection and land surveying work," the services constitute a public works within the definition of Section 1720(a)(1) of the Caiffornia Labor Code. As a result, Consultant is required to comply with the provisions of the Labor Code applicable to public works, to the extent set forth In Exhibit C. Consultant shall waive, indemnify, holo harmless, and defend Town concerning any liability arising out of Labor Code Section 1720 et seq Section 2. COMPENSAT)ON. Town hereby agrees to pay Consultant a sum not to exceed $39,639,00, 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 Consulting $emces Agreement between Town of Los Aftos Hills and OWpia Footing Page 1 of 13 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 Consultants estimated costs of providing the services required hereunder, including salaries and benefits of employees and subcontractors of Consuftant. 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 Invoiges. 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, It applicable. 2.2 Monthly Payment. Town shall make monthly payments, based on invoices received, for services satisfactorfly performed, and for authorized reimbursable costs Incurred. flown shalt 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 Allos HIVs and Olympia Footing Page 2 of 13 2.3 Final Payment. Town shall pay the fast 5% of the total sum due pursuant to this Agreement within 60 days after completion of the services and submittal to Town of a final invoice, If all services required have been satisfactorily performed. 2.4 Total Payment. Town shall pay for the services to be rendered by Consultant pursuant to this Agreement. Town shall not pay any additional sum for any expense or cost whatsoever incurred by Consultant In rendering services pursuant to this Agreement. Town shall make no payment for any extra, further, or additional service pursuant to this Agreement. In no event shall Consultant submit any invoice for an amount in excess of the maximum amount of compensation provided above either for a task or for the entire Agreement, unless the Agreement is modified prior to the submission of such an Invoice by a property executed change order or amendment. 2.5 Hourly Fees. Fees for work performed by Consultant on an hourly basis shah not exceed the amounts shown on the compensation attached hereto as Exhibit A. 2.6 Reimbursable Expenses. 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 ah 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 Perforin 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 ion 3. FACILITIES AND EQUIPMENT. Except as set forth herein, Consultant shall, at its sole cost and expense, provide all facilities and equipment that maybe necessary to perform the services required by this Agreement. 5_ ection 4. INSURANCE REQUIREMENTS. Before beginning any work under this Agreement, Consultant, at its own cost and expense, unless otherwise specified below, shalt 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 shah 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 Consulting Services Agreement between Town of Los Altos Hills and Olympia Footing Page 3 of 13 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 subcontractop(s) and provided evidence that such Insurance Is in effect to Town. Verification of the required Insurance shag be submitted and made part of this Agreement prior to execution. Consultant shag 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 Liabdity Insurance shag be provided' with limits of not less than 11,000,000 per accident. In the alternative, Consultant may rely on a self- insurance program to meet those requirements, but only If the program of self-insurance complies fully with the provisions of the California Labor Code. Determination of whether a. self-insurance program meets the standards of the Labor Code shall be solely in the discretion of the Contract Administrator. The insurer, If insurance Is provided, or the Consultant, if a program of self-insurance Is provided, shall waive all rights of subrogation. against the Town and its officers, officials, employees, and volunteers for loss arising from work performed under this Agreement;: 4.2 Commercial General and Automobile Lia ility Insurance 4.2.1 General rgguirements 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 Llabil ty 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 shawl be at least twice the required occurrence limit. Such coverage shag 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 Liab ft on an "occurrence" basis. Automobile coverage shag be at least as broad as Insurance Services Office Automobile Liability form CA 0001 (most recent edition), Code 1 (any auto). No endorsement shall be attached limiting the coverage. 4.2.3 Additional requirements Each of the following shag be included in the Insurance coverage or added as a certified endorsement to the policy: a. The insurance shalt cover on an occurrence or an occurrence basis, and not on a claims -made basis. Gsuldng Sewtces Agreement between Town of Los Altos Hme and Olympia Footing Page 4 of 13 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 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. 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 Liabilijy Insurance. 4.3.1 General requirements. Consultant, at its own cost and expense, shall maintain for the period covered by this Agreement professional liability insurance for licensed professionals performing work pursuant to this Agreement in an amount not less than $1,000,000 covering the licensed professionals' errors and omissions. Any deductible or self-insured retention shall not exceed $150,000 per claim. 4.3.2 Claims -made limitations. The following provisions shall apply if the professional liability coverage is written on a claims -made form: a. The retroactive date of the policy must be shown and must be before the elate of the Agreement. InS Urance 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, If coverage is canceled or not renewed and it is not replaced with another clairns-made policy form with a retroactive date that precedes the date of this Agreement, Consultant must purchase an extended period coverage for a minimum of five years after completion of work under this Agreement. A copy of the claim reporting requirements must be submitted to the Town for review prior to the commencement of any work under this Agreement. 4.4 All Policies Re uirernents. Consulting Services Agreement between Town of Los Altos Hills and Olympia Footing Page 5 of 13 44.1 Acceptability of insurers AN insurance required by thissectionis 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 shag furnish Town with complete copies of al( policies delivered to Consultant by the insurer, including complete copies of all endorsements attached to those policies. All copies of policies and endorsements shag 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 shag 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 shag 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 shag 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 shag Include a "wasting" Policy limit (Le. limit that is eroded by the cosi 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 shag 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 endorsements for each subcontractor. All coverages for subcontractors shall be subject to all of the requOements stated herein. 45 flemedies., In addition to any other remedies Town may have lt Consultant fags to provide Of 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 Mowing remedies, which are alternatives to other remedies Town may have and are not the exclusive remedy for Consultant's breach: Consulting Serftes Agreement between Town of Los Allos Hills and Olympia Footing Page 6 of 13 Obtain such insurance and deduct and retain the amount of the premiums for such insurance from any sums due under the Agreement Order Consultant to stop work under this Agreement or withhold any payment that becomes due to Consultant hereunder, or both stop work and withhold any payment, until Consultant demonstrates compliance with the requirements hereof; and/or ■ Terminate this Agreement. Section 5. INDEMNIFICATION AND CONSULTANT'S RESPONSIBILITIES. Consultant shall indemnify, defend with counsel acceptable to flown, and hold harmless Town and its officers, officials, employees, agents and volunteers from and against any and all liability, loss, damage, claims, expenses, and costs (including without kmitatlon, attorney's fees and costs and fees of litigation) (collectively, "Liability") of every nature arising out of or In connection with Consultant's performance of the Services or its failure to comply with any of its obligations contained in this Agreement, except such Liability caused by the sole negligence or willful misconduct of Town. The Consultant's obligation to defend and indemnify shall not be excused because of the Consultants Inability to evaluate Liability or because the Consultant evaluates Liability, and determines that the Consultant is not liable to the claimant. The Consultant must respondwithin 30 days, to the tender of any claim for defense and indemnity by the Town, unless this time has been extended by the Town. If the Consultant falls to accept or reject a tender of defense and indemnity within 30 days, In addition to any other remedy authorized by law, so much of the money due the Consultant under and by virtue of this Agreement as shall reasonably be considered necessary by the Town, may be retained by the Town until disposition has been made of the claim or suit for damages, or until the Consultant accepts or rejects the tender of defense, whichever occurs first. With respect to third party claims against the Consultant, the Consultant waives any and all rights of any type to express or implied indemnity against the Indemnitees. Notwithstanding the forgoing, to the extent this Agreement Is a "construction contract as defined by California Civil Code Section 2782, as may be amended from time to time, such duties of consultant to Indemnify shalt not apply when to do so would be prohibited by California Civil Code Section 2782. In the event that Consultant or any employee, agent, or subcontractor of Consultant providing services under this Agreement is determined by a court of competent jurisdiction or the California Public Employees Retirement System (PERS) to be eligible for enrollment In PERS as an employee of Town, Consultant shall Indemnify, defend, and hold harmless Town for the payment of any employee and/or employer contributions for PERS benefits on behalf of Consultant or its employees, agents, or subcontractors, as well as fop the payment of any penalties and interest on such contributions, which would otherwise be the responsibility of Town. Section 6. STATUS OF CONSULTANT. Consukhg Services Agreement between Town of Los Aaos His and Ol mpla Foofrng Page 7 of 13 6.1 Independent Contractor. At all times during the term of this Agreement, Consultant shall be an independent contractor and shag not be an employee of Town. Town shall have the right to control Consultant only insofar as the results of Consultants 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 shah not quality 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 Retooment System (PERS) as an employee of Town and entitlement to any contribution to be paid by Town for employer contributions and/or employee contributions for PERS benefits. 6.2 Consultant Not an Agent. Except as Town may specify In writing, Consultant shall have no authority, express or Implied, to act on behalf of Town in any capaTown whatsoever as an agent. Consultant shall have no authority, express or implied, pursuant to this Agreement to bind Town to any obligation whatsoever. Section 7. LEGAL REQUIREMENTS. 7.1 Governina Law. The laws of the State of California shah govern this Agreement. 7.2 Compliance with Applicable Laws. Consultant and any subcontractors shall comply with all laws applicable to the performance of the work hereunder. 7.3 Other Governmental Regulations To the extent that this Agreement may be funded by fiscal assistance from another governmental entity, Consultant and any subcontractors shah 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 shah, at their sole cost and expense, keep in effect at an rimes 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 shah obtain and maintain during the term of this Agreement valid Business Licenses from Town. 75 Nondiscrimination and E qua Opportunity. Consultant shall not discriminate, on the basis of a person's race, religion, color, national origin, age, physical or mental handicap or disability, medical condition, marital status, sex, or sexual orientation, against any employee, applicant for employment, subcontractor, bidder for a subcontract, or participant in, recipient of, or applicant for any services or programs provided by Consultant under this Consulting Seftes Agreement between Town of Los Aaos His and %mpla Footing Page 8 of 13 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. Consultant shall Include the provisions of this Subsection In any subcontract approved by the Contract Administrator or this Agreement. Section 8. TERMINATION AND MODIFICATION. 8.1 Termination. Town may cancel this Agreement at any time and without cause upon written notification to Consultant. Consultant may cancel this Agreement upon 30 days' written notice to Townand 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 top 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 partles, 8.4 Assignment and Subcontracting. Town and Consultant recognize and agree that this Agreement contemplates personal performance by Consultant and is based upon a determination of Consultants unique personal competence, experience, and specialized personal knowledge. Moreover, a substantial Inducement to Town for entering into this Agreement was and Is the professional reputation and competence of Consultant Consultant may not assign this Agreement or any Interest therein without the prior written approval of the Contract Administrator. Consultant shall not subcontract any portion of the performance contemplated and provided for herein, other than to the subcontractors noted in the proposal, without prior written approval of the Contract Admlnls#ator. Consulting Seftes Agreement between Town of Los Altos Hilts and Olympla Footing page 9 Of 13 8.5Survival. All obligations arising prior to the termination of this Agreement and all provisions of this Agreement allocating liability between Town and Consultant shah 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 shah include, but not be limited to, the following: 8.6.1 Immediately terminate the Agreement; 8.6.2 Retain the plans, specifications, drawings, reports, design documents, and any other work product prepared by 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. Seebon 9. KEEPING AND STATUS OF RECORDS. 9.1 Records Created as Part of Consuttant's Performance AN reports, data, maps, models, charts, studies, surveys, photographs, memoranda, plans, studies, specifications, records, files, or any other documents or materials, in electronic or arty other form, that Consultant prepares or obtains pursuant to this Agreement and that relate to the matters covered hereunder shall be the prop" of the Town. Consultant hereby agrees to deriver 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 agpee 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 8nd Audit of Records. Any records or documents that Secton 9.2 of this Agreement requires Consultant to maintain shallAbe 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 Consulting Services Agreement between Town of Los Altos Hits and Olympia. Footing Page 10 of 13 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. Secbon 10 MISCELLANEOUS PROVISIONS. 10.1 Attorneys' Fees. if a party to this Agreement brings any action, including an action fop declaratory relief, to enforce or interpret the provision of this Agreement, the prevailing party shall be entified to reasonable attorneys" fees In addition to any other relief to which that party may be entitled. The court may set such fees in the same action or in a separate action brought for that purpose. 10.2 Venue. In the event that either party brings any action against the other under this Agreement, the parties agree that trial of such action shah be vested exclusively in the state courts of California in the County of Monterey 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 appiy 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 etseq. 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 at seq. Consultant hereby warrants that it Is not now, nor has it been in the previous 12 months, an employee, agent, appointee, or olficiai 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. Consulting $eMces Agreement between Town of Los Altos Wills and Olympia Footing Page 11 of 13 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. 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 Nichol Bowersox ("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: Olympia Footing Attn: Tony Judge 420 Adrian Court Rohnert Park, CA 94928 Any written notice to Town shall be sent to: Town of Los Altos Hills Attn: Sarah Robustelli 26379 Fremont Road Los Altos Hills, CA 94022 10.11 Professional Seal. Where applicable in the determination of the contract administrator, the first page of a technical report, first page of design specifications, and each page of construction drawings shall be stamped/sealed and signed by the licensed professional responsible for the report/design preparation. The stamp/seal shall be in a block entitled "Seal and Signature of Registered Professional with report/design responsibility," as in the following example. Seal and Signature of Registered Professional with report/design responsibility. 10.12 Integration, This Agreement, including the scope of work attached hereto and incorporated herein as Exhibits A and B represents the entire and integrated agreement between Town and Consultant and supersedes all prior negotiations, representations, or agreements, either written or oral. Consulting Services Agreement between Town of Los Altos Hills and Grassroots Ecology Page 12 of 13 Exhibit A Scope of Services Exhibit B Pubic Works Requirements 10A3 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. The Parties have executed this Agreement as of the Effective Date. TOWN OF LOS ALT S S CONSULTANT 0A Carl Cahik, City Manager ony ,i dge wner Attest: Deborah L. Padovan City Clerk Approved as to Form: A. Steven T. Iftnas, City Attorney Consurdng Services Agreement between Town of Los Altos Hitis and O"pia Footing Page 13 of 13 BID PROPOSAL FOR WESTWIND BARN VICTORIA DYE EQUESTRIAN 27210 Altamont Los Altos Hills Ca, 94029 DATE 10/04/2019 Round Pen Upgrade Olympia Footing LI -C. will remove the old footing from the edges of the round pen. The old footing will be pulled back. The, new round Pen will be,58'to,:60' depending on space. The new , fence will be,paftretainipg wall. The high side will have post on 4' centers and will have 2x12" PT wood Used to retain the u hillside. All other post will beset 7'8" on center. The post will be6x6'xlO'PT. And placed Wdeep in the hole with (120) pounds of concrete. The fencing boards will be (2) 2x12" PT boards placed on the bottom all the way around. The upper boards will be 2x6" pt, The sides Will 60 filled from the bottom to the top:: No spaces.,. The gates will be 10' with a 51 gate. The extra OTTO-SPORTMATS will be used to fill the outer circle of the Interior of the round pen. total ..... $24,896.00 DATE 10/04/2019 The Installer will install a nev 6" tall in the center of the 55 down.to fallow the slope. Th thick base rock footing. The blocks will be placed and lei be filled with. class (2) base r rock. The retaining wall will I out on then lower side of the blocks. all.The upper hill side retaining wall will be 3' wall will flow =with the slope. The wall will step ill excavate the overburden and set up the 10' Otirig.wili'.be`compacted in (2). The bottom back and side to side. The bottom course will ainingwall will be backfilled with class (2) base rforated drain pipe. The drain pipe will daylight. The retaining `walF will be caped with solid Grand total including new round on..X39,639.00 hftps://www.keystonewalls.com/producW? gelid AWaiQobChMlr9Cz4lL24wiVh6DsCF OJMQtUEAAYASAAEgJSOPD'BwE OLYMFOO-01 DFRANSEN ACO/2L7 > CERTIFICATE OF LIABILITY INSURANCE DATE (MMroD1YYYY)12/17/2019 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER NONTACT Danielle Fransen Team Insurance & Financial Services, Inc. PO BOX 1472 Ukiah, CA 95482 j�aH Nr o, Ext): (707) 462-5901 FAX No):(707) 462-3763 E-MAIL ADDRE : danieile@teamins.net INSURERS AFFORDING COVERAGE NAIC # 11/20/2020 INSURER A: Colony Insurance Company 39993 DAMAGE TORaENTED $ 1,000,000 REMISESMED INSURED INSURER 13: MercU Insurance Company INSURER C: Wesco Insurance Company 25011 Olympia Footing LLC INSURER D: 335 Alden Avenue Rohnert Park, CA 94928 INSURER E INSURER F: AUTOMOBILE X COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INTSRR TYPE OF INSURANCE INSD WVD POLICY NUMBER POLICY EFF POLICY EXP LIMITS A X COMMERCIAL GENERAL LIABILITY CLAIMS -MADE OCCUR X X 101GLO11146001 11/20/2019 11/20/2020 EACH OCCURRENCE $ 1,000,000 DAMAGE TORaENTED $ 1,000,000 REMISESMED EXP (Any oneperson) $ 5,000 PERSONAL & ADV INJURY $ 1'000'000 GEN'L AGGREGATE UMIT APPLIES PER: X POLICY F-1 PE � El LOC OTHER: GENERAL AGGREGATE 2'000'000 PRODUCTS - COMP/OP AGG $ 2,000,000 $ B AUTOMOBILE X LIABILITY AUTO OWNED SCHEDULED AUTOS ONLY X AUTOS AiJT OS ONLY X AUOTOOS ONLY BA040000052947 6/1/2019 6/1/2020 COMaBINdEDtSINGLE LIMIT enL$ 1,000,000 (EaANY BODILY INJURY Per person)$ BODILY INJURY Per accident $ PPe�acEcident AMAGE $ $ UMBRELLA LAB EXCESS LIAB OCCUR CLAIMS -MADE EACH OCCURRENCE $ AGGREGATE $ DED I I RETENTION $ $ C WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y / N ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICERMI%W EXCLUDED? (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below N / A WWC3449288 12/1/2019 12/1/2020 X PERTUTF OTH- E.L, EACH ACCIDENT $ 1,000,000 E.L. DISEASE - EA EMPLOYEE $ 1,000,000 E.L. DISEASE - POLICY LIMIT $ 1,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached If more space is required) Certificate to provide evidence of insurance and to name the certificate holder as Additional Insured in the general liability. Waiver of Subrogation and Primary Wording applies. *30 Day Notice for Cancellation* Town of Los Altos Ili 11'5 26379 Freemont Rd Los Altos Hills, CA 94022 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE i1aJ'i-1q -- ACORD 25 (2016/03) ©1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD 101 GL 0111460-0 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - BLANKET COVERAGE INCLUDING PRIMARY / NON-CONTRIBUTORY AND WAIVER OF SUBROGATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name of Additional Insured Person(s) or Organization(s) Additional Insured): Locations of Covered Operations: All persons or organizations as required by a written Locations as required by a written contract or contract or agreement with the named insured. agreement with the named insured. A. SECTION II — WHO IS AN INSURED is amended to include as an additional insured the person(s) or organization(s) shown in the Schedule for whom you are performing operations when you and such person or organization have agreed in writing in a contract or agreement that such person or organization be added as an additional insured on your policy. Such person or organization is an additional insured only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, _by: 1. your acts or omissions; or 2. the acts or omissions of those acting on your behalf; in the performance of your ongoing operations for the additional insured(s) at the location(s) designated above. A person's or organization's status as an additional insured under this endorsement ends when your operations for that additional insured are completed. B. With respect to the insurance afforded to these additional insureds, the following additional exclusions apply: This insurance does not apply to: Additional Insured Contractual Liability "bodily injury" or "property damage" for which the additional insured(s) are obligated to pay damages by reason of the assumption of liability in a contract or agreement. Finished Operations at Work "bodily injury" or "property damage" occurring after: 1. all work, including materials, parts or equipment furnished in connection with such work, on the project (other than service, maintenance or repairs) to be performed by or on behalf of the additional insured(s) at the location of the covered operations has been completed; or 2. that portion of "your work" out of which the injury or damage arises has been put to its intended use by any person or organization. Negligence of Additional Insured "bodily injury" or "property damage" arising directly or indirectly out of the negligence of the additional insured(s). U156A-0313 Includes copyrighted material of ISO Properties, Inc., Page 1 of 2 with its permission. 101 GL 0111460-0 C. SECTION IV — COMMERCIAL GENERAL LIABILITY CONDITIONS, 4. Other Insurance is amended and the following added: The insurance afforded by this Coverage Part for the additional insured required by a written contract or agreement with the named insured is primary insurance and we will not seek contribution from any other insurance available to that additional insured. D. SECTION IV — COMMERCIAL GENERAL LIABILITY CONDITIONS, 8. Transfer Of Rights Of Recovery Against Others To Us is amended and the following added: We waive any rights of recovery we may have against any person or organization because of payments we make for injury or damage resulting from your ongoing operations or "your work" done under a contract with that person or organization and included in the "products -completed operations hazard" if: a. you agreed to such waiver; b. the waiver is included as part of a written contract or lease; and c. such written contract or lease was executed prior to any loss to which this insurance applies. ALL OTHER TERMS AND CONDITIONS OF THE POLICY REMAIN UNCHANGED. U156A-0313 Includes copyrighted material of ISO Properties, Inc., Page 2 of 2 with its permission.