Loading...
HomeMy WebLinkAboutPyroAnalysis Fire and Emergency Mnagement Consu.._PyroAnalysis, Fire and Emergency Management Consultants Contract for Services CONTRACT FOR SERVICES THIS CONTRACT is made on September 29, 2022, by and between the Town of Los Altos Hills and PyroAnalysis, Fire and Emergency Management Consultants, (“Consultant”) who mutually agree as follows: 1. SCOPE OF SERVICES Subject to the terms and conditions set forth in this agreement, Consultant shall provide to the Town of Los Altos Hills the services described in the Scope of Work, Exhibit A. Consultant shall provide the services at the time, place and in the manner specified in Exhibits A. Consultant shall not be compensated for services outside the scope of Exhibit A unless prior to the commencement of the services: (a) Consultant notifies the Town of Los Altos Hills and Town of Los Altos Hills agrees the services are outside the scope of Exhibit A; (b) Consultant estimates the additional compensation required for these additional services; and (c) Town of Los Altos Hills after notice, approves in writing a supplemental agreement specifying the additional services and the amount of compensation therefore. Town of Los Altos Hills shall have no obligation whatsoever under this agreement or any supplemental agreement, unless and until the agreement or supplemental agreement is approved by the Town of Los Altos Hills. 2. COMPENSATION A. The Town of Los Altos Hills shall pay Consultant for the services rendered pursuant to this agreement at the times and in the manner set forth in the Scope of Services, Exhibit A, and in accordance with the Payment/Schedule of Fees in Exhibit B, but in no event shall the total compensation exceed the total sum of $10,000. The payments specified in Exhibits A and/or B shall be the only payments to be made to Consultant for the services rendered pursuant to this Agreement unless pursuant to Section 1, above, Town of Los Altos Hills approves additional compensation for additional services. B. Consultant shall furnish Town of Los Altos Hills with invoices for all expenses as well as for all materials authorized by this Contract. The invoices shall be submitted with the monthly billings. Reimbursable expenses shall be limited to actual expenditures of Consultant for expenses that are necessary for the proper completion of the services and shall only be payable if specifically authorized in advance by Town of Los Altos Hills. C. Consultant shall submit all billings/invoices for services to Town of Los Altos Hills in the manner and at the rates specified in the Schedule of Fees as set forth in Exhibit B. All invoices submitted by Consultant shall contain the following information: (1) Job/project name or description; (2) Consultant’s invoice number; (3) Date of invoice issuance; (4) Description of services billed under invoice; (5) Amount of invoice, itemizing all authorized reimbursable expenses PyroAnalysis, Fire and Emergency Management Consultants Contract for Services 2 D. Town of Los Altos Hills shall make payment to Consultant net 30 days from receipt of an acceptable invoice. If Consultant’s performance is not in conformity with the Scope of Work, Exhibit A, or the provisions set forth above, payments may be delayed or denied, unless the Consultant’s failure to perform is a documented result of the Town of Los Altos Hills’s failure to conform with the Schedule of Performance, or if the Schedule of Performance is extended pursuant to Section 4. Town of Los Altos Hills shall not be responsible for delays in payment to Consultant resulting from Consultant’s failure to comply with the invoice format described above, or as set forth in the Schedule of Performance. E. Consultant shall pay when and as due, any and all taxes incurred as a result of Consultant’s compensation hereunder, including estimated taxes, and shall provide Town of Los Altos Hills with proof of payment upon request. Consultant hereby agrees to indemnify Town of Los Altos Hills for any claims, losses, costs, fees, liabilities, damages or injuries suffered by Town of Los Altos Hills arising out of Consultant’s breach of this section. 3. TERM OF CONTRACT A. This agreement shall become effective on the date that it is approved by both parties, set forth on the first page of the agreement and shall continue for a period of one year, unless sooner terminated as provided herein. B. The services of Consultant are to commence upon execution of this Contract by the Town of Los Altos Hills, and shall be undertaken and completed in accordance with the Scope of Work attached hereto and incorporated herein by this reference as Exhibit A. 4. SUSPENSION/TERMINATION: A. Town of Los Altos Hills shall have the right at any time to temporarily suspend Consultant’s performance hereunder, in whole or in part, by giving written notice of suspension to Consultant. If Town of Los Altos Hills gives such notice, Consultant shall immediately suspend its activities under this agreement. B. This Contract may be terminated by either party, provided that the other party is given not less than thirty (30) calendar days’ written notice (delivered by certified mail, return receipt requested) of intent to terminate. If the agreement is terminated by the Town of Los Altos Hills: i. Consultant shall immediately cease rendering services pursuant to this agreement; ii. Consultant shall, not later than five days after such notice of termination, deliver to Town of Los Altos Hills copies of all information prepared pursuant to this agreement; iii. Town of Los Altos Hills shall pay Consultant the reasonable value of services rendered by Consultant prior to termination; provided however, Town of Los Altos Hills shall not in any manner be liable for lost profits that might have been made by Consultant had the agreement not been terminated or had Consultant completed the services required by this agreement. Consultant shall furnish to Town of Los Altos Hills such financial information as in the judgment of the Town of Los Altos Hills is necessary for Town of Los Altos Hills to determine the reasonable value of the services rendered by Consultant. The foregoing is cumulative and does not affect any right or remedy that Town of Los Altos Hills may have in law or equity. PyroAnalysis, Fire and Emergency Management Consultants Contract for Services 3 C. Notwithstanding any provisions of this Contract, Consultant shall not be relieved of liability to the Town of Los Altos Hills for damages sustained by the Town of Los Altos Hills by virtue of any breach of this Contract by Consultant, and the Town of Los Altos Hills may withhold any payments due to Consultant until such time as the exact amount of damages, if any, due the Town of Los Altos Hills from Consultant is determined. 6. INDEPENDENT CONSULTANT Consultant enters into this Contract as an independent consultant and not as an employee or agent of the Town of Los Altos Hills. Consultant shall have no power or authority by this Contract to act on behalf of Town of Los Altos Hills in any capacity. Nothing in this Contract shall be construed to be inconsistent with this relationship or status. All employees, agents, consultants or subconsultants hired or retained by the Consultant are employees, agents, consultants or subconsultants of the Consultant and not of the Town of Los Altos Hills. The Town of Los Altos Hills shall not be obligated in any way to pay any wage claims or other claims made against Consultant by any such employees, agents, consultants or subconsultants, or any other person resulting from performance of this agreement. Consultant will direct and control the work of its staff assigned to provide services for the Town of Los Altos Hills. Consultant will set the work hours, work schedules, and compensation for its staff. 7. AMENDMENTS, CHANGES OR MODIFICATIONS Amendments, changes or modifications in the terms of this Contract may be made at any time by mutual written agreement between the parties hereto and shall be signed by the persons authorized to bind the parties hereto. 8. EXTENSIONS OF TIME Consultant may, for good cause, request extensions of time to perform the services required hereunder. Such extensions shall be authorized in advance by the Town of Los Altos Hills in writing and shall be incorporated in written amendments to this Contract or the attached Work Program in the manner provided in Section 7. 9. PROPERTY OF TOWN OF LOS ALTOS HILLS It is mutually agreed that all materials prepared by the Consultant under this Contract shall become the property of the Town of Los Altos Hills, and the Consultant shall have no property right therein whatsoever. Immediately upon termination, the Town of Los Altos Hills shall be entitled to, and the Consultant shall deliver to the Town of Los Altos Hills, all data, drawings, specifications, reports, estimates, summaries and other such materials as may have been prepared or accumulated to date by the Consultant in performing this Contract which is not Consultant’s privileged information, as defined by law, or Consultant’s personnel information, along with all other property belonging exclusively to the Town of Los Altos Hills which is in the Consultant’s possession. PyroAnalysis, Fire and Emergency Management Consultants Contract for Services 4 10. COMPLIANCE WITH ALL LAW S: Consultant shall keep itself fully informed of, shall observe and comply with, and shall cause any and all persons, firms or corporations employed by it or under its control to observe and comply with, all applicable laws, ordinances, and codes of federal, State and local governments, which in any manner affect those engaged or employed on the work described by this Contract or the materials used or which in any way affect the conduct of the work, and shall commit no trespass on any public or private property in performing any of the work authorized by this Contract. For all leases and purchases of materials, equipment, supplies or other tangible personal property used to perform the agreement and shipped from outside California, the Consultant and any subconsultants leasing or purchasing such materials, equipment, supplies or other tangible personal property shall obtain a Use Tax Direct Payment Permit or Seller’s Permit from the California State Board of Equalization, in accordance with the applicable SBE criteria and requirements. This provision applies in all instances unless prohibited by the funding source for the agreement. 11. WARRANTIES AND RESPONSIBILITIES - CONSULTANT A. Consultant agrees and represents that it is qualified to properly provide the services set forth in Exhibit “A” in a manner which is consistent with the generally accepted standards of Consultant’s profession. B. Consultant is duly licensed, qualified and experienced to perform the services set forth the in Scope of Services, Exhibit A. Consultant represents and warrants that Consultant has all licenses, permits, qualifications and approvals of whatsoever nature that are legally required for Consultant to practice its profession or provide any services under this agreement. Consultant represents and warrants that Consultant shall, at its sole cost and expense, keep in effect or obtain at all times during the term of this agreement, any licenses, permits and approvals that are legally required for Consultant to practice its profession or provide such services. If Consultant is an out of state corporation, Consultant further warrants and represents that it possesses a valid certification of qualification to transact business in the State of California issued by the California Secretary of State. C. Consultant shall perform all services required pursuant to this agreement in the manner and according to the standards currently observed by a competent practitioner of Consultant’s profession in California. Consultant shall devote such time and effort to the performance of services pursuant to this agreement as is necessary for the satisfactory and timely performance of Consultant’s obligations under this agreement. Neither party shall be considered in default of this agreement to the extent that party’s performance is prevented or delayed by any cause that is beyond the reasonable control of that party. D. All products of whatsoever nature that Consultant delivers to Town of Los Altos Hills pursuant to this Agreement shall be prepared in a professional manner and conform to the standards of quality normally observed by a person currently practicing in Consultant’s profession, and shall be provided in accordance with any scope of services specified in Exhibit A. PyroAnalysis, Fire and Emergency Management Consultants Contract for Services 5 12. ASSIGNABILITY Consultant shall not assign or transfer any interest in this Contract whether by assignment or novation, without the prior written consent of the Town of Los Altos Hills. The Town of Los Altos Hills has a strong interest in the qualifications and capability of the persons and entities that will fulfill the obligations imposed on Consultant under this agreement. However, claims for money due or to become due Consultant from the Town of Los Altos Hills under this Contract may be assigned to a financial institution, or to a trustee in bankruptcy, without such approval. Notice of any assignment or transfer whether voluntary or involuntary shall be furnished promptly to the Town of Los Altos Hills. 13. INTEREST IN CONTRACT Consultant covenants that neither it, nor any of its employees, agents, consultants, or subconsultants has any interest, nor shall they acquire any interest, direct or indirect, in the subject of the Contract, nor any other interest which would conflict in any manner or degree with the performance of its services hereunder. Consultant shall make all disclosures required by the Town of Los Altos Hills’s conflict of interest code in accordance with the category designated by the Town of Los Altos Hills, unless the Town of Los Altos Hills Manager determines in writing that Consultant’s duties are more limited in scope than is warranted by the category designated by the Town of Los Altos Hills code and that a narrower disclosure category should apply. Consultant also agrees to make disclosure in compliance with the Town of Los Altos Hills conflict of interest code if, at any time after the execution of this Contract, Town of Los Altos Hills determines and notifies Consultant in writing that Consultant’s duties under this Contract warrant greater disclosure by Consultant than was originally contemplated. Consultant shall make disclosures in the time, place and manner set forth in the conflict of interest code and as directed by the Town of Los Altos Hills. 14. MATERIALS CONFIDENTIAL To the extent permitted by law, all of the materials prepared or assembled by Consultant pursuant to performance of this Contract are confidential and Consultant agrees that they shall not be made available to any individual or organization without the prior written approval of the Town of Los Altos Hills, except by court order. 15. LIABILITY OF CONSULTANT-NEGLIGENCE Consultant shall be responsible for performing the work under this Contract in a manner which is consistent with the generally-accepted standards of the Consultant’s profession and shall be liable for its own negligence and the negligent acts of its employees, agents, consultants and subconsultants. The Town of Los Altos Hills shall have no right of control over the manner in which the work is to be done but only as to its outcome, and shall not be charged with the responsibility of preventing risk to Consultant or its employees, agents, consultants or subconsultants. PyroAnalysis, Fire and Emergency Management Consultants Contract for Services 6 16. CONSULTANT TO PROVIDE INSURANCE Consultant shall procure and maintain for the duration of the contract insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder by the Consultant, its agents, representatives, or employees.1 A. MINIMUM SCOPE AND LIMIT OF INSURANCE 1. Commercial General Liability (CGL): Insurance Services Office Form CG 00 01 covering CGL on an “occurrence” basis, including products and completed operations, property damage, bodily injury and personal & advertising injury with limits no less than $1,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location (ISO CG 25 03 or 25 04) or the general aggregate limit shall be twice the required occurrence limit. 17. GENERAL/MISCELLANEOUS PROVISIONS: A. Contract Documents. This agreement and its exhibits shall be known as the “Contract Documents.” Terms set forth in any Contract Document shall be deemed to be incorporated in all Contract Documents as if set forth in full therein. In the event of conflict between terms contained in these Contract Documents, the more specific term shall control. If any portion of the Contract Documents shall be in conflict with any other portion, provisions contained in the Contract shall govern over conflicting provisions contained in the exhibits to the Contract. In the event of any conflict between the terms or conditions of this written agreement and any terms or conditions of any document prepared or provided by Consultant and made a part of this agreement, including without limitation any document relating to the scope of services or payment therefor, the written terms of this document and shall control over those terms or conditions. B. Non-Discrimination in Employment and Equal Employment Opportunity. Consultant shall not engage in unlawful employment discrimination. Such unlawful employment discrimination includes, but is not limited to, employment discrimination based upon a person’s race, color, ancestry, national origin, religious creed, sex (including pregnancy, childbirth breastfeeding or related medical condition), sexual orientation, gender, gender identity, gender expression age (over 40), disability (mental and physical), medical condition, marital status, gender, citizenship, military and veteran status. C. Inspection of Records. Consultant shall maintain and make available for inspection by the Town of Los Altos Hills and its auditors accurate records of all of its costs, disbursements and receipts with respect to any work under this Contract. Such inspections may be made during regular office hours at any time until six (6) months after the final payments under this Contract are made to the Consultant. D. Entire Agreement. This Contract constitutes the entire agreement between the parties relative to the services specified herein and supersedes whatever oral or written understanding they may have had prior to the execution of this agreement. No alteration or 1 Consultant will not be driving or operating a motor vehicle for the Town of Los Altos Hills in the provision of services under this contract. PyroAnalysis, Fire and Emergency Management Consultants Contract for Services 7 modification of this agreement shall be valid or effective unless and until such modification is evidenced by a writing signed by both parties to this Contract, by persons authorized to act on behalf of the parties. There are no understandings, agreements, conditions, representations, warranties or promises, with respect to this Contract, except those contained in or referred to in the writing. E. Severability. If any portion of this agreement or the application thereof to any person or circumstance shall be held invalid or unenforceable, the remainder of this agreement shall not be affected thereby and shall be enforced to the greatest extent permitted by law. F. Waiver. Neither Town of Los Altos Hills’s acceptance of, or payment for, any service performed by Consultant, nor any waiver by either party of any default, breach, or condition precedent, shall be construed as a waiver of any provision of this agreement, nor as a waiver of any other default, breach or condition precedent or any other right hereunder. G. Notice. All notices that are required to be given by one party to the other under this Contract shall be in writing and shall be deemed to have been given if delivered personally or enclosed in a properly addressed envelope and deposited in a United States Post Office for delivery by registered or certified mail addressed to the parties at the following addresses: Town of Los Altos Hills: Peter Pirnejad, City Manager 26379 Fremont Road Los Altos Hills, CA 94022 Email: ppirnejad@losaltoshills.ca.gov Copy to: Town of Los Altos Hills City Attorney Consultant: PyroAnalysis 1095 Hilltop Drive Ste. 200 Redding, CA 96003 Email: shane@pyroanalysis.com H. Enforcement of Agreement. This Contract shall be interpreted, governed and enforced in accordance with the laws of the State of California. I. Attorney’s Fees. In any action brought by either party to enforce the terms of this Contract, each party shall be bear responsibility for its attorney’s fees and all costs regardless of whether one party is determined to be the prevailing party. J. Power and Authority to Enter into Agreement. All parties to this Agreement warrant and represent that they have the power and authority to enter into this Agreement in the names, titles, and capacities herein stated and on behalf of any entities, persons, or firms represented or purported to be represented by such entity(ies), person(s), or firm(s) and that all formal requirements necessary or required by any state and/or federal law in order to enter into this Agreement have been fully complied with. Furthermore, by entering into this Agreement, Consultant hereby warrants that it shall not have breached the terms or conditions of any other contract or Agreement to which Consultant is obligated, which breach would have a material effect hereon. PyroAnalysis, Fire and Emergency Management Consultants Contract for Services 8 K. Exhibits. All exhibits referred to herein and attached hereto, are by this referenced incorporated as if set forth fully herein. CONSULTANT By: _________________________ Jared “Shane” Lauderdale Principal, PyroAnalysis TOWN OF LOS ALTOS HILLS By: __________________________ Peter Pirnejad, City Manager APPROVED AS TO FORM __________________________ Steve Mattas, City Attorney PyroAnalysis, Fire and Emergency Management Consultants Contract for Services EXHIBIT A Scope of Work Consultant will complete the following: 1. Review the fire related building and development standards adopted by the Town of Los Altos Hills and Santa Clara County Fire Department 2. Assist the client in evaluating and preparing Alternative Means or Methods of providing required fire service features where new subdivisions, housing elements, or ADUs are proposed 3. Recommend Fire Code amendments and/or development standards tailored to the unique climate, topography, and geological conditions Except as otherwise set forth in this Contract, the Town of Los Altos Hills will provide the reference documents and facilities as required for the performance of said work. PyroAnalysis, Fire and Emergency Management Consultants Contract for Services 2 EXHIBIT B Payment/Schedule of Fees Compensation for services as described in Exhibit A shall not exceed $10,000. Consultant’s fee for services is as follow: • General consultation, document preparation, and project related travel is charged at $180 per hour • Expert Witness consultation and document preparation for the City Attorney or others is charged at a rate of $250 per hour • In-person presentations to commissions or governing bodies are provided at a daily rate of $2500.00, plus travel expenses, lodging, meals, and other incidentals reasonably associated with this contract. PyroAnalysis, Fire and Emergency Management Consultants Contract for Services