HomeMy WebLinkAboutCSG, Inc. (36)CONSULTING SERVICES AGREEMENT BETWEEN
THE TOWN OF LOS ALTOS HILLS AND
CSG CONSULTANT
THIS AGREEMENT for consulting services is made by and between the Town of Los Altos Hills
("Town") and CSG Consultant ("Consultant") (together referred to as the "Parties") as of October 24, 2023
(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 shall prevail.
1.1 Term of Services. The term of this Agreement shall begin on the Effective Date and shall
end on October 24, 2024, 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 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 thirteen
thousand two hundred and sixty-six dollars and no cents ($13,266.00), 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 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.
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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,
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; Le,, 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.
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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 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 A.
2.6 Payment of Taxes. Consultant is solely responsible for the payment of employment taxes
incurred under this Agreement and any similar federal or state taxes.
2.7 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.
2.8 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.
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 beginning any work under this Agreement,
Consultant, at its own cost and expense, unless otherwise specified below, shall procure the types and
amounts of insurance listed below against claims for injuries to persons or damages to property that may
arise from or in connection with the performance of the work hereunder by the Consultant and its agents,
representatives, employees, and subcontractors. Consistent with the following provisions, Consultant shall
provide proof satisfactory to Town of such insurance that meets the requirements of this section and under
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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
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 $1,000,000.00 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 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 $1,000,000.00 per occurrence, combined
single limit coverage for risks associated with the work contemplated by this
Agreement. If a Commercial General Liability Insurance or an Automobile Liability
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 (most recent edition), 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,
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a. The Insurance shall cover on an occurrence or an occurrence basis, and
not on a claims -made basis.
b. Town, its officers, officials, employees, and volunteers are to be covered
as insureds as respects: liability arising out of work or operations
performed by or 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.
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 $1,000,000.00 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
date of the Agreement.
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 must 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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4.4 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 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 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
herein required, Town may, at its sole option exercise any of the following remedies, which
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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 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 Town, 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 limitation, 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 Consultant's
inability to evaluate Liability or because the Consultant evaluates Liability and determines that the
Consultant is not liable to the claimant. The Consultant must respond within 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 fails to accept or reject a tender of defense and indemnity within 30 days, in addition to any
other remedy authorized by law, so much of the money due the 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 shall 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
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as for the payment of any penalties and interest on such contributions, which would otherwise be the
responsibility of Town.
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.
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 capacity whatsoever as an
agent. Consultant shall have no authority, express or implied, pursuant to this Agreement
to bind Town to any obligation whatsoever.
Section 7. LEGAL REQUIREMENTS.
7.1 Governing Law. The laws of the State of California shall 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
shall comply with all applicable rules and regulations to which Town is bound by the terms
of such fiscal assistance program.
7.4 Licenses and Permits. Consultant represents and warrants to Town that Consultant and
its employees, agents, and any subcontractors have all licenses, permits, qualifications,
and approvals of whatsoever nature that are legally required to practice their respective
professions. Consultant represents and warrants to Town that Consultant and its
employees, agents, any subcontractors shall, at their sole cost and expense, keep in effect
at all times during the term of this Agreement any licenses, permits, and approvals that are
legally required to practice their respective professions. In addition to the foregoing,
Consultant and any subcontractors shall obtain and maintain during the term of this
Agreement valid Business Licenses from Town.
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7.5 Nondiscrimination and Equal 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
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 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.
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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 included, 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.
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.
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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
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 of seq.
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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.
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 Peter Pirne►ad or
Bradley Evanson ("Contract Administrator"). All correspondence, communications and
meetings shall be directed to or through the Contract Administrator or his or her designee.
The Consultant shall only take direction regarding the services provided under this
Agreement from the Contract Administrator. Furthermore, Consultant agrees that the
Contract Administrator shall be included any meeting, teleconference or written
communication between any Town representative including Committee members and the
Consultant. The Town may modify the Contract Administrator at any time upon providing
written notice to the Consultant.
10.10 Notices. Any written notice to Consultant shall be sent to:
CSG Consultants, Inc.
Attn: Cyrus Kianpour, President
CC: Ethan Edwards, VP Planning Svs,
CC: Kathleen Gallagher, Sustainability Mgr.
550 Pilgrim Drive
Foster City, CA 94404
Any written notice to Town shall be sent to:
Bradley Evanson
Community Development Director
26379 Fremont Road, Los Altos Hills, CA 94022
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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 Exhibit A 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 and Payment 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]
Consulting Services Agreement between October 24, 2023
Town of Los Altos Hills and CSG Page 13 of 14
The Parties have executed this Agreement as of the Effective Date.
UT 2ALHILLS
Peter Pirnejad, TAn Manager
-04 . '.�•
Approved as to Form;
1111aall=
Steven T. Mattas, Town Attorney
1070873.1
CONSULTANT
C US KI etr; sident, CSG Consultants
Consulting Services Agreement between October 24, 2023
Town of Los Altos Hills and CSG Page 14 of 14
EXHIBIT A
SCOPE OF SERVICES
Uonsulting Services Agreement between October 24, 2023
Town of Los Altos Hills and CSG Page 1 of 1
www.csgengr.com
Proposal Prepared By
CSG CONSULTANTS
550 Pilgrim Drive I Foster City, CA 94404
TEL: 650.522.2500 1 FAX: 650.522.2599
October 10, 2023
Bradley Evanson, Community Development Director
Town of Los Altos Hills
26379 Fremont Road
Los Altos Hills, California 94022
DSG
CONSULTANTS
Employee -Owned
Subject: Proposal to Complete the 2022 Municipal and Community Greenhouse Gas Emissions (GHG) Inventories
Dear Mr. Evanson,
Thank you for the opportunity for CSG Consultants (CSG) to provide
additional GHG Inventory Worl(for the Town of Los Altos Hills. Please
find our proposal to complete the 2022 Municipal and Community Kathleet.Gallagher
Greenhouse Gas Emission (GHG) Inventories. Senior SWtainabillty Manager
650.483:9097 Mobile
Similar to the last GHG Inventory project that CSG completed for the kathleeng@csgengr.com
Town, Kathleen Gallagher will serve as the Project Manager and she
brings over 29 years of sustainability program management experience,
climate action planning and zero waste program management.
Jonathan Kwan will serve as the Sustainability Programs Analyst for this project. Jonathan has developed GHG
inventories and forecasts using the Local Governments for Sustainability (ICLEI) GHG protocol for municipal operations
and community wide emissions and has also been involved in implementing sustainability programs. You will find
Kathleen's and Jonathan's resumes in this proposal. If you require additional information, please contact Ms. Gallagher.
The attached scope of work will be provided to Los Altos Hills on a not to exceed basis of $13,266 and details are
included in the scope of work. Please feel free to contact Kathleen Gallagher with any questions or comments you
may have regarding our proposal.
We look forward to providing these services to the Town of Los Altos Hills.
Sincerely,
C s Ki npour, PE, PLS
President, CSG Consultants, Inc.
Proposal for Completion of the 2022 Municipal and Community Greenhouse Gas Emission (GHG) Inventories
FIRM ,PROFILE
CSG Consultants, Inc. (CSG) is an employee -owned, California company with our corporate in Foster City, local office
in Pleasanton, and additional offices in San Jose, Sacramento, Newman, Orange, and Redlands. Founded in 1991, CSG
performs work solely for public agencies, eliminating the potential for conflicts of interest. In this way, we can focus
exclusively on the specific needs of our municipal clients. The majority of the 300+ individuals within our firm have
provided public agency services throughout their entire careers. Our talented personnel bring a wealth of ideas and
experiences, having held positions with communities facing similar development opportunities as the Town of
Los Altos Hills.
NAME OF FIRM:
CSG Consultants, Inc.
PROJECT CONTACT:
Kathleen M Gallagher, Senior Sustainability Manager
HEADQUARTERS:
550 Pilgrim Drive, Foster City, CA 94404
(650)522-2500
REGIONAL OFFICES:
3875 Hopyard Road, Suite 141, Pleasanton, CA 94588
3150 Almaden Expressway #255, San Jose, CA 95118
1303 J Street, #270, Sacramento, CA 95814
930 Fresno Street, Newman, CA 95360
3707 W. Garden Grove Boulevard, #100, Orange, CA 92868
1177 Idaho Street, #102, Redlands, CA 92374
YEARS IN BUSINESS:
29 o Founded in 1991
EMPLOYEES:
300+
TYPE OF BUSINESS: California Corporation ® Incorporated June 15, 2000 a Federal ID: 91-2053749
Proposal for Completion of the 2022 Municipal and Community Greenhouse Gas Emission (GHG) Inventories
CONSUILTANIS
Comprehensive Municipal Services
CSG is customer -centric and organized into the lines of business outlined below, each managed by experts in their
respective fields.
PLANNING, ENVIRONMENTAL,
AND SUSTAINABILITY
P Staff Augmentation for Current and
Advance Planning
P Project Management Including Plan
Amendments
CEQA Environmental Review
Energy Efficiency, Water Conservation,
Solid Waste Program Development
P AB 32 Compliance/Climate Action Plan
Development and Implementation
Greenhouse Gas Reduction Strategies
Grant Writing and Grant Management
PUBLIC WORKS ENGINEERING
AND DESIGN
Capital Improvement Project Design:
Transportation/Roadway, Water and
Sewer Utilities, Traffic Engineering
Development Review, Plan Check,
Surveying and Mapping, Storm Water
Program Compliance (NPDES, QSP/QSD)
BUILDING AND FIRE LIFE
SAFETY
Building Department Administration
P Building Plan Review and Inspection
P Fire Plan Review and Inspection
Structural Plan Review
OSHPD3 Review
CASp Assessment and Inspection
Public Facilities Assessment
LEED/Green Building Services
P Code Compliance/Enforcement
P Staff Augmentation
CIP PROJECT AND PROGRAM
MANAGEMENT
® Capital Improvement Program
Development and Implementation
Federal and State Grant Administration
Rule 20A Undergrounding
Staff Augmentation Including: Design
Consultant Coordination, Project
Scoping, RFP Preparation
CSG Professionals Staff Composition
INFORMATION TECHNOLOGY
B Green Vue Permitting Software
B Digital Plan Review
P ElectronicArchlving
Web -Based Construction Management
Asset Management
P Project Management
GIS and IT Support
CONSTRUCTION MANAGEMENT
AND INSPECTION
Contract Administration, including
Resident Engineer Oversight, Inspection
and Construction Management
Constructability/Bldability Reviews
B Cost and Schedule Control
Claims Avoidance
Our professional municipal services staff consists of the following types of professionals:
P Planning Professionals P Code Enforcement Officers
P Environmental Planners P Civil Engineers
P Building Plan Reviewers & Inspectors P Construction Managers & Inspectors
P Fire Plan Reviewers & Inspectors P Information Technology Professionals
Structural Engineers P CASp Professionals
P Fire Protection Engineers P Sustainability Professionals
Proposal for Completion of the 2022 Municipal and Community Greenhouse Gas Emission (GHG) inventories
COPE OFWORK
Task 1: Project Initiation and Development of the 2022 GHG Inventory Data Needs Table',
CSG will initiate the project and develop the 2022 GHG Inventory Data Needs Table. The 2022 GHG Data Needs Table
will include a Fist of the required Municipal and Community GHG Inventory data sources and data providers contact
information to enable CSG to obtain necessary GHG emission data and streamline the data collection process for the
Municipal and Community inventories. CSG will develop the 2022 GHG Data Needs Table with the known existing
information and provide the document to Town staff and the Environmental Initiatives Committee (EIC) to request
updates to any new contact information and other relevant information regarding data sources and data providers. It
is assumed that the table will be completed by Town staff and the EIC within three weeks of receiving the table from
CSG to reduce any delays in completing the GHG Inventories.
Deliverable:
■ 2022 GHG Inventory Data Needs Table
Task 2: Data Collection and Complete 2022 Draft Community and Municipal GHG Inventories
Using the completed GHG Needs Table, CSG will obtain the Community GHG data, Municipal GHG data, and
emissions factors related to electricity, natural gas, transportation, waste, and water/wastewater to complete the
GHG inventories. CSG will complete the Community GHG inventory using the protocol established in the Local
Governments for Sustainability (ICLEI) Community Protocol for Accounting and Reporting of Greenhouse Gas
Emissions (U.S. Community GHG Inventory Protocol) and the Local Government Operations Protocol for the
Municipal Inventory. CSG anticipates that it can gather data from the sources but may need approval or assistance
from Town staff and the EIC if there are delays in gathering the GHG source data.
The Community GHG inventory will account for GHG emissions associated with electricity and natural gas use,
transportation, waste, wastewater treatment, and additional categories such as air travel. The Municipal Inventory
will account for GHG emissions associated with Town buildings and facilities, Town fleet vehicles and equipment,
employee commute, and other applicable sectors. Similar to the GHG Inventory work completed in the past for the
Town, the updated GHG Inventory data will be uploaded to the ICLEI ClearPath online portal.
Deliverables:
■ Draft 2022 Municipal and Community GHG inventories
Task 3: Discuss Draft 2022 Municipal and Community Inventories with ICLEI staff, Town
staff and EIC, and complete the final GHG Inventories
The draft GHG inventories will be provided to ICLEI staff, Town staff and EIC members for discussion and discuss
questions related to the completion of the inventories and the use of the Local Governments for Sustainability
(ICLEI) Community Protocol for Accounting and Reporting of Greenhouse Gas Emissions and Local Government
Operations Protocol. CSG will meet first with ICLEI staff to review the draft GHG inventories, and any comments
or recommended changes by ICLEI staff will be provided to Town staff and the EIC for their consideration. After
the meeting with ICLEI staff, CSG will provide Town staff and the EIC with the draft GHG Inventories for their
review and comment, and CSG will incorporate the Town's and the EIC's edits into the final GHG inventories.
Deliverables:
■ Final 2022 Municipal and Community GHG inventories
Proposal for Completion of the 2022 Municipal and Community Greenhouse Gas Emission (GHG) Inventories
�.�S+F u�'Y�;.�=� ccrisut:itanirs
Assumptions:
In order to meet and confer with ICLEI staff, it is assumed that the Town of Los Altos Hills will be an
active ICLEI member at the project initiation date.
■ In order to complete data collection, it is assumed that the Data Needs Table provided to Town staff
and EIC will be completed within three weeks from the delivery of the document.
Proposal for Completion of the 2022 Municipal and Community Greenhouse Gas Emission (GHG) Inventories
SUSTAINABILITY PROGRAMS ANALYST
Mr. Kwan serves as a Sustainability Programs Analyst for CSG Consultants,
utilizing expertise gained from employment with San Francisco Bay Area
jurisdictions to deliver planning, sustainability, and environmental services to
CSG's public agency clients. His experience includes conducting greenhouse
gas emissions inventories and forecasts, developing Climate Action Plans
(OAPs), General Plan documents and ordinances, processing of current
planning applications, preparing and reviewing documents pursuant to CEQA
requirements, advance planning and General Plan work, and generating
maps with GIS software.
CSG Relevant Experience
Town of Los Altos Hills, California. Mr. Kwan analyzed the Town's previous
greenhouse gas inventories and provided recommendations on updates to
methodology to conduct additional greenhouse gas inventories. He prepared
Education
Bachelor of Arts, Environmental
Studies: Concentration in Urban
Planning
University of California
Santa Barbara
Training
2019 SEEC Greenhouse Gas
Inventory Cohort
2020 ICLEI Greenhouse Gas
Forecasting, Target Setting, and
Planning Cohort
four Community Wide and Government Operations greenhouse gas inventories (2016-2019) for the Town of Los Altos
Hills. The inventory results were presented to the Town's Environmental Initiatives Committee and Staff through a
report prepared by CSG Consultants Inc.
Town of Colma, California. As a consultant to the Town of Colma, Mr. Kwan executed sustainability projects for the
Town. Projects include: a Climate Action Plan update, the preparation of reach codes to incentivize building
electrification in residential and commercial uses and the addition of EV charging infrastructure; conducting a
community -wide greenhouse gas inventory; development of a Green Infrastructure Plan to promote a cost-effective,
resilient approach to stormwater management; amending the Stormwater Management and Discharge Ordinance and
Disposable Food Ware Ordinance; and Tree City USA Certification.
CivicSpark Fellow, Local Government Commission. Mr. Kwan served as a CivicSpark Fellow to provide sustainability
programs support to Cupertino, Mountain View, Redwood City, and Sunnyvale. Projects included conducting
greenhouse gas inventories, an Environmentally Friendly Purchasing Handbook update, and developing marketing
materials for resource conservation programs.
Other Relevant Experience
Mr. Kwan provides current and advance planning services to the Town of Colma and the City of Scotts Valley. He is
responsible for processing new development, use permit and design review applications, assuring CEQA compliance,
providing counter support to the cities, and developing GIS exhibits.
He has processed advanced planning projects including ordinance amendments and prepared environmental
documentation pursuant to the requirements of CEQA, including Initial Studies and Mitigated Negative Declarations.
He is currently assisting with the updating of the Town's General Plan and Climate Action Plan
Kathleen Gallagher
SUSTAINABILITY MANAGER / ZERO WASTE MANAGER
Ms. Gallagher is a Sustainability Programs Manager for CSG Consultants and
has over 29 years of experience in Climate Action Planning, sustainability
program development, recycling, and solid waste contract management. She
has served as project manager for Solid Waste and Recycling Programs,
Climate Action Plan (CAP) development, energy efficiency projects, grant
administration, and water conservation projects for several Bay Area
jurisdictions. Ms. Gallagher has extensive experience working with City task
forces, elected officials, city staff, and the residential and business community.
Currently, Ms. Gallagher serves as the Sustainability Programs Manager for the
Town of Colma where she is updating the Climate Action Plan for 2030 GHG
reduction targets. She manages development/ implementation of the Town's
Climate Action Plan (CAP). Her efforts earned the Town a Platinum Beacon
Award from the Institute for Local Government for implementation of best
practices for sustainability. Additional projects include serving as the recycling,
organics, and solid waste program technical expert for the development of the
Town's Request for Proposal for recycling/solid waste collection. Ms. Gallagher
served as the technical expert for development of the new franchise
agreement with a special focus on commercial and organics diversion
programs. Ms. Gallagher completes CalRecycle compliance reporting to meet
AB 939, AB 341, SB 1383 requirements and facilitates CalRecycle staff audits.
Education
Bachelor of Political Science,
Natural Resources
University of Michigan
Ann Arbor, Michigan
Series 7 Financial Consultant
Certification
Certifications
Sustainability Management
Certification
Professional Affiliations
California Resource Recovery
Association (CRRA)
Regional Climate Action
Planning, San Mateo County
Climate Task Force
Local Governments for
Sustainability/I CLEI
Ms. Gallagher also provides Sustainability Program Management services for the Integrated Waste Management
Program for San Benito County's Regional Agency. Projects include managing landfill operating contract compliance and
landfill diversion programs, managing compliance with mandates, contract administration for the franchised and non-
franchised agreements, household hazardous waste programs, public education/outreach programs, providing technical
assistance to the County staff and County committees, and managing grants for the Regional Agency. Ms. Gallagher also
completes CalRecycle compliance reporting to meet AB 939, AB 341, SB 1383 and SB 1016 requirement and the CalGreen
Construction and Demolition recycling requirements.
Other Relevant Experience
Ms. Gallagher developed Hillsborough's Climate Action Plan in collaboration with the Sustainable Hillsborough Task
Force with elected officials and Town staff. She developed the following new sustainable programs for Hillsborough:
P Solar Community Program design and implementation
0 Construction and Demolition Recycling Programs
P Municipal Green Building Policy development and implementation
P Residential Energy Efficiency Program
Energy Efficiency, Green Building and Solar Workshops design and implementation
P Climate Protection Grant Proposal completion (awarded full grant funding)
She facilitated CAP development with the City of Burlingame's Green Ribbon Task Force that consisted of City Council
members, City commissioners, residents, and business community members. Ms. Gallagher developed the Climate
Action Plan's guiding principles, greenhouse gas reduction programs, estimated costs, timelines, and reduction
'P' Z" �
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targets. Ms. Gallagher coordinated CAP development with City staff and community through a Community Climate
Action Plan Workshop. Concurrent with CAP development, she developed a green building program, solar community
program and energy efficiency workshops for immediate sustainability program implementation.
Awards
Sustainability Program Implementation and Greenhouse Gas Emission Reduction Beacon Award, 2018, for achieving
high level of sustainability program implementation and exceeding 20% greenhouse gas reductions.
Valuable Skills
Zero Waste Program Development/ Management
P SB 1383 Compliance
P Construction & Demolition Recycling/CalGreen Compliance
CalRecycle Compliance Reporting
P Climate Action Plan Development
Climate Action Plan Implementation
Public Education & Outreach Development
Environmental Preferable Purchasing Policy Development
P Presentations to Elected Officials, Residential/Community & Business Community
Grant Writing/Grant Management
`SCOPE OF WORK COST J
CSG's cost for this project are provided in the table below.
Project Initiation and Develop 2022 Municipal I 7I 3 I
10 I $1,750
and Community GHG Data Needs Table
Data Collection and Complete 2022 DraftI 32 I 4 I 36 I $5,960
Community and Municipal GHG Inventories
Discuss Draft 2022 Municipal and Community 18 7 25 $4,350
Inventories with ICLEI staff, Town staff and EIC;
and complete the final GHG Inventories
Total Cost Without Contingency $12,060
Contingency (10%) $1;206
Total Cost With Contingency $13,266
Note: On each anniversary of the contract start date, CSG will increase hourly rates based on a change in CPI for the applicable region. CSG
will mail an invoice every month for services rendered during the previous month. Unless otherwise agreed, payment terms are 30 -days
from receipt of invoice.
Proposal for Completion of the 2022 Municipal and Community Greenhouse Gas Emission (GHG) Inventories
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CONSULTANTS
Foster City • Orange • Sacramento • Pleasanton • San Jose • Newman • Fresno • Paso Robles
Q PROJECT CONTACT
Kathleen Gallagher I Principal Senior of
Environmental Planning Services
CSG Consultants
550 Pilgrim Drive
Foster City, California, 94404
Tel: 650.522.2500 Email: csgstaff@csgengr.com
Fax: 650.522.2599 Website: www.csgengr.com