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Home My WebLink AboutS.R. Rose Engineering, Inc. 04.23.2026 Rule 20A Phase 2AGREEMENT THIS AGREEMENT is made and entered into on the day of April 2026 by and between the TOWN OF LOS ALTOS HILLS (hereinafter referred to as "TOWN") and S.R. Rose Engineering, Inc. (hereinafter referred to as "CONTRACTOR"). In consideration of their mutual covenants, the parties hereto agree as follows: 1. CONTRACTOR. Shall provide or furnish the following specified services and/or materials: Project Management Services for Rule 20A Phase 2 2. EXHIBITS. The following exhibits are hereby incorporated into and made a part of this Agreement: Proposal from CONTRACTOR dated April 13, 2026 3. TERMS. The services and/or materials furnished under this Agreement shall commence on April 16, 2026, and shall be completed by December 31, 2027, unless terminated pursuant to Section 5(f). 4. COMPENSATION. For the full performance of this Agreement: a. TOWN shall pay CONTRACTOR an amount .not to exceed Twenty Thousand dollars and Zero cents ($20,000) within thirty (30) days following receipt of invoice and-completion/delivery of serviGeslg6ods as detailed -in Sections 1, -27- and 3 of this Agreement and only upon satisfactory delivery/completion of goods/services in a manner consistent with professional/industry standards for the area in which CONTRACTOR operates. TOWN is not responsible for paying for any work done by CONTRACTOR or any subcontractor above and beyond the not -to -exceed amount. b. Town shall not reimburse for any of CONTRACTOR's costs or expenses to deliver any services/goods. Town shall not be responsible for any interest or late charges on any payments from Town to CONTRACTOR. c. CONTRACTOR is responsible for monitoring its own forces/employees/agents/ subcontractors to ensure delivery of goods/services within the terms of this Agreement. TOWN will not accept or compensate CONTRACTOR for incomplete goods/services. Town of Los Altos Hills Page 1 of 4 Short form Updated 4/26/22 5. GENERAL TERMS AND CONDITIONS. a. HOLD HARMLESS. CONTRACTOR agrees to indemnify, defend, and hold harmless the TOWN, its officers, agents,. and employees from any and all demands, claims, or liability of personal injury (including death) and property damage of any nature, caused by or arising out of the performance of CONTRACTOR under this Agreement. With regard to CONTRACTOR'S work product, CONTRACTOR agrees to indemnify, defend, and hold harmless the TOWN, its officers, agents, and employees from any and all demands, claims or liability of any nature to the extent caused by the negligent performance of CONTRACTOR under this Agreement. b. INSURANCE. CONTRACTOR shall file with the TOWN a certificate of insurance before commencing any services under this Agreement as follows: i. WORKERS COMPENSATION INSURANCE: Minimum statutory limits. ii. COMMERCIAL GENERAL LIABILITY AND PROPERTY DAMAGE INSURANCE: General Liability and Property Damage Combined. $1,000,000.00 per occurrence, including comprehensive form, personal injury, broad form personal damage, contractual and premises/operation, all on an occurrence basis.- If an aggregate limit exists, it shall apply separately or be no less than two (2) times the occurrence limit. iii. AUTOMOBILE INSURANCE: $1,000,000.00 per occurrence. iv. ERRORS AND OMISSIONS INSURANCE: $1,000,000.00 aggregate. v. NOTICE OF CANCELLATION: The City requires 30 days written notice of cancellation. Additionally, the notice statement on the certificate should not include the wording "endeavor to" or "but failure to mail such notice shall impose no obligation or liability of any kind upon the company, its agents or representatives.)) vi. CERTIFICATE OF INSURANCE: Prior to commencement of services, evidence of insurance coverage must be shown by a properly executed certificate of insurance and it shall name "The Town of Los Altos Hills, its elective and appointed officers, employees, and volunteers" as additional insureds. vii. To prevent delay and ensure compliance with this Agreement, the insurance certificates and endorsements must be submitted to: Town of Los Altos Hills Page 2 of 4 Short form Updated 4/26/22 Town of Los Altos Hills 26379 Fremont Road Los Altos Hills, CA 94022 c. NON-DISCRIMINATION. No discrimination shall be made in the employment of persons under this Agreement because of the race, color, national origin, age, ancestry, religion, or sex of such person. d. INTEREST OF CONTRACTOR. It is understood and agreed that this Agreement is not a contract of employment and does not create, an employer-employee relationship between the TOWN and - CONTRACTOR. At all times, CONTRACTOR shall be an independent contractor, and CONTRACTOR is not authorized to bind the TOWN to any contracts or other obligations without the express written consent of the TOWN. In executing this Agreement, CONTRACTOR certifies that no one who has or will have any financial interest under this Agreement is an officer or employee of TOWN. e. CHANGES. This Agreement shall not be assigned or transferred without the advance written consent of the TOWN. No changes or variations of any kind are authorized without the written consent of the City Manager. This Agreement may only be amended by a written instrument signed by both parties. f. TERMINATION. This Agreement may be terminated by TOWN upon seven (7) days ---written notice toCONTRACTOR.-Monies- owed for work satisfactorily completed shall be paid to CONTRACTOR within 14 days of termination. g. RECORDS. All reports, data, maps, models, charts, studies, surveys, calculations, photographs, memoranda, plans, studies, specifications, records, files, or any other documents or materials, in electronic or any other form, that are prepared or obtained pursuant to this Agreement and that relate to the matters covered hereunder shall be the property of the TOWN. CONTRACTOR hereby agrees to deliver those documents to the TOWN at any time upon demand of the TOWN. 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. Failure by CONTRACTOR to deliver these documents to the TOWN within a reasonable time period or as specified by the TOWN shall be a material breach of this Agreement. TOWN and CONTRACTOR agree that until final approval by TOWN, all data, plans, specifications, reports, and other documents are preliminary drafts not kept by the TOWN in the ordinary course of business and will not be disclosed to third parties without prior written consent of both parties. All work products submitted to the TOWN pursuant to this Agreement shall be deemed a "work for hire." Upon submission of any work for hire pursuant to this Agreement, and acceptance by the TOWN as complete, non- exclusive title to copyright of said work for hire shall transfer to the TOWN. The compensation recited in Section 4 shall be deemed to be sufficient consideration Town of Los Altos Hills Page 3 of 4 Short form Updated 4/26/22 for said transfer of copyright. CONTRACTOR retains the right to use any project records, documents, and materials for marketing of their professional services. h. CONTRACT ADMINISTRATION. The TOWN hereby designates WooJae Kim, Public Works Director, and the City Manager as Contract Administrator for this agreement. The CONTRACTOR shall only take direction regarding the services provided under this Agreement from the Contract Administrator. Furthermore, CONTRACTOR agrees that the Contract Administrator shall be included any meeting, teleconference, or written communication between any Town representative, including Committee members, and the CONTRACTOR. The TOWN may modify the Contract Administrator at any time upon providing written notice to the CONTRACTOR. i. ENTIRE AGREEMENT. This Agreement represents the entire agreement between the Parties. Any ambiguities or disputed terms between this Agreement and any attached Exhibits shall be interpreted according to the language in this Agreement and not the Exhibits. 6. INVOICING. Send all invoices to the contract coordinator at the address below. This Agreement shall become effective upon its approval and execution by TOWN. In witness whereof, the parties have executed this Agreement on the day and year first written above. CONTRACT COORDINATOR and representative for TOWN: WooJae Kim Public Works Director Town of Los Altos Hills 26379 Fremont Road Los Altos Hills, CA 94022 Town of Los Altos Hills Short form Updated 4/26/22 CONTRACTOR: am Signature " 4/18/2026 Date Sean R. Rose, President, SREI Print name, Title Page 4 of 4 VVooJoeK]m Public Works Director/City Engineer Town ofLos Altos Hills 26379 Fremont Road Los Altos Hillsl CA 94022 l5751KavnLane, Los Gatos CA 95030 (Submitted via email) SUBJECT: Proposal for Additional PM Services for the Rule 20AUUDProgram Dear Mr. Kim: S.R.Rose Engineering Inc. (SRB)has been providing project managememtservicesfortheTbvvnof Los Altos Hills' E|Monte Fire Station Rule 2OAUtility UndergroundingProject since]une2O24under an agreement between SREI and the Town. Theo' ina|oontnac±budgetwss$5O/]OO.Theagreementvvas amended inOctober 2O25to increase the budget by$lOOOO,for atotal of$GO,OOO necessary to complete the project.The project is now substa ntially complete and closed out with Council, and the contract budget is fully Moving forward the Town is planning to return to Council to discuss the Town's overall Rule 20 program. The Town has requested this proposal for a1new contract toprovide additional services for project management and related services for the Ru|e 2Oprogram, including preparation ofa staff report for an upcoming Council meeting, working closely with Town staff and potentially the Town's Rule 2OAdesign consultant SenbeU. To provide this additional support, I am proposing a $20,000 budget which would include approximately 94 hours of my time at my current Los Altos Hills billing rate for this project of $209.92, plus reimbursable expenses. The existing contract budget and proposed amendment are summarized inthe table below: 14 15M 4- wl. Oil Sean Rose $209.92 94.5 $162.56 $20,000 Proposed Budget Amount $20,1000 OOSR ROSE OOEng/neer/no April 13, 2026 Page 1 of 2 Proposal for Additional Project Management S.R. ROSE ENGINEERING INC. Services for the El Monte Fire Station Rule 20A UUD Project We hope to have the opportunity to continue supporting the Town on the Rule 20 Undergrounding Program. Should you have any questions regarding this proposal, feel free to contact me at (650) 400-1462 or sean@srroseengineering.com. Sincerely, S.R. ROSE ENGINEERING INC. Sean R. Rose, PE., PMP, LEED AP Principal DOSR ROSE [1[1 Engineering April 13, 2026 Page 2 of 2