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HomeMy WebLinkAboutFreyer & Laurenta, Inc. Amendment No.1 09.22.26AMENDMENT NO. 1 TO THE AGREEMENT BETWEEN THE TOWN OF LOS ALTOS HILLS AND FREYER & LAURETA, INC. THIS AMENDMENT NO. 1 TO THE SERVICES AGREEMENT is made at Los Altos Hills, California, as of September 2.2-, 2026, by and between THE TOWN OF LOS ALTOS HILLS ("Town"), a municipal corporation, and FREYER & LAURETA, INC. ("Consultant"), (sometimes referred together as the "Parties") who agree as follows: RECTTAT S, A. On December 11, 2025, Town and Consultant entered that certain Services Agreement ("Agreement") whereby Consultant agreed to provide civil engineering design services to the Town for the 2026 Sanitary Sewer Repair and Rehabilitation Project. B. Town and Consultant now desire to amend the Agreement. NOW, THEREFORE, for and in consideration of the promises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Town and Consultant hereby agree as follows: 1. All terms which are defined in the Agreement shall have the same meaning when used in this Amendment, unless specifically provided herein to the contrary. 2. Consultant shall complete the Additional Services as described in Attachment A dated September 16, 2026. 3. Compensation. The compensation specified in Section 2 of the Agreement is hereby modified as follows: The original Agreement compensation sum is $45,200. An additional amount of $7,900 is to be added to the project per Amendment No. 1. Town hereby agrees to pay Consultant a sum not to exceed $53,100, notwithstanding any contrary indications that may be contained in the original agreement dated December 11, 2025, to be performed and reimbursed costs incurred under this Agreement. All other terms, conditions and provisions in the Agreement remain in full force and effect. If there is a conflict between the terms of this Amendment and the Agreement, the terms of the Agreement will control unless specifically modified by this Amendment. Dated: " ' 2C TOWN OF LOS ALTOS H LS By: By: Cody Einfalt, Ci anager FREYER & LAURETA, INC. Jeffrey Tarantino, Executive Vice President ATTACHMENT A Copy of Original Agreement and Amendment No. 1 TI -IIS AGREEMENT for consulting services is made by and between the Town of Los Altos Hills ("Town") and Freyer & Laureta, Inc. ("Consultant") (together referred to as the "Parties") as of 11i, , 2025 (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 December 31, 2026, 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 $45,200.00, 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. 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, Consulting Services Agreement between 12/5/2025 Town of Los Altos Hills and Freyer & Laureta, Inc. Page 1 of 13 including salaries and benefits of employees and subcontractors of Consultant. Consequently, the parties further agree that compensation hereunder is intended to include the costs of contributions to any pensions and/or annuities to which Consultant and its employees, agents, and subcontractors may be eligible. Town therefore has no responsibility for such contributions beyond compensation required under this Agreement. 2.1 Invoices, Consultant shall submit invoices, not more often than once a month during the term of this Agreement, based on the cost for services performed and reimbursable costs incurred prior to the invoice date. Invoices shall contain the following information: • Serial identifications of progress bills; i.e., Progress Bill No. 1 for the first invoice, etc.; • The beginning and ending dates of the billing period; • A Task Summary containing the original contract amount, the amount of prior billings, the total due this, period, the balance available under the Agreement, and the percentage of completion; • At Town's option, for each work item in each task, a copy of the applicable time entries or time shoots 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 Ex hij Lit A and the estimate of time necessary to complete work under any other agreement between Consultant and Town, if applicable. 2,2 Monthly Pqyffl_ent. Town shall make monthly payments, based on invoices received, for services satisfactorily performed, and for authorized reimbursable costs incurred. Town shall have 30 days from the receipt of an invoice that complies with all of the requirements above to pay Consultant. 2.3 Final Payment. Town shall pay the last 10% of the total sum due pursuant to this Agreement within 60 days after completion of the services and submittal to Town of a final invoice, if all services required have been satisfactorily performed. 2.4 Total Payment. Town shall pay for the services to be rendered by Consultant pursuant to this Agreement. Town shall not pay any additional sum for any expense or cost whatsoever incurred by Consultant in rendering services pursuant to this Agreement. Town shall make no payment for any extra, further, or additional service pursuant to this Agreement. Consulting Services Agreement between 1216/2025 Town of Los Altos Hills and greyer & Laureta, Inc. Page 2 of 13 I Idr K Y 1101.1 111VINORMI&I 111111 ffllffieal 1010.11FOR110111 M1111MM*401 1192 1 irt oil Ift R 1111 V 941111111^110011 Nil royl 4 11101M "1 11 1 1111755 DTF Xtroorn,711T is moturiel. p7mir E71 trio *1471115sirLIMIR air firfolue i wi ii executed change order or amendment. 2.6 Pa.yren L9tTAxqs. Consultant is solely responsible for the payment of employment taxes incurred under this Agreement and any similar federal or state taxes. 2.7 Pa, ment urion Termination. In the event that the Town or Consultant terminates, this Agreement pursuant to ectjon 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. &e_qtion 3. EA 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 Consultants 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 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, Consulting Services Agreement between 12/5/2025 Town of Los Altos Hills and Freyer & Laureta, Inc. Page 3 of 13 4.1 RorkersCompensati ' on ... Consultant shall, at its sole cost and expense, maintain Statutory Workers' Compensation Insurance and Employer's Liability Insurance for any and all persons employed directly or indirectly by Consultant. The Statutory Workers' Compensation Insurance and Employer's Liability Insurance shall be provided with limits of not less than $ 1,000,000 per accident In the alternative, Consultant may rely on a self- insurance 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. 4.2.1 SGggeflngerralMrulMmqnts. 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 than000 ,000 per occurrence, combined single limit coverage for risks associated with the work contemplated by this Agreement. If a Commercial General Liability Insurance or an Automobile Liability form or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to the work to be performed under this Agreement or the general aggregate limit shall be at least twice the required occurrence limit. Such coverage shall include but shall not be limited to, protection against claims arising from bodily and personal injury, including death resulting therefrom, and damage to property resulting from activities contemplated under this Agreement, including the use of owned and non -owned automobiles. 4.2.2 Minimum scove of corLerage. 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 I (any auto). No endorsement shall be attached limiting the coverage. 4.2.3 Additl2nall reauirements. Each of the following shall be included in the insurance coverage or added as a certified endorsement to the policy: a. The Insurance shall cover on an occurrence or an 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 Consulting Services Agreement between 12/6/2025 Town of Los Altos Hills and Freyer & Laureta, Inc. Page 4 of 13 C. For any claims related to this Agreement or the work hereunder, the Consultant's insurance covered shall be primary insurance as respects the Town, its officers, officials, employees, and volunteers. Any insurance or self-insurance maintained by the Town, its officers, officials, employees, or volunteers shall be excess of the Consultant's insurance and shall not contribute with it. d. Each insurance policy required by this clause shall be endorsed to state that coverage shall not be canceled by either party, except after 30 days' prior written notice has been provided to the Town. 4.3 Professional Liabilltyjnsuranco. 4.3.1 General reauirernonts. 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 11QLO000 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. b. Insurance must be maintained and evidence of insurance must be provided for at least five years after completion of the Agreement or the work, so long as commercially available at reasonable rates. C. If coverage is canceled or not renewed and it is not replaced with another claims -made policy form with a retroactive date that precedes the date of this Agreement, Consultant 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. 4.4 All Policies ReLirements. 4.4.1 Accootabilltv of Insurers. All insurance required by this section is to be placed with insurers with a Bests' rating of no less than ANLL Consulting Services Agreement between 1215/2025 Town of Los Altos Hills and Dreyer & Laureta, Inc. Page 6 of 13 4.4.2 Verification of covera 9. 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 Consultants 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 .stingPpricies, No policy required by this ec� a "wasting" jgn_4 shall include policy limit (i.elimit that is eroded by the cost of defense). 4A.5 Waiver of Subrociation. 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 falls 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 are alternatives to other remedies Town may have and are not the exclusive remedy for Consultant's breach: X Obtain such insurance and deduct and retain the amount of the premiums for such insurance from any sums due under the Agreement-, Consulting Services Agreement between 12/512025 Town of Los Altos Hills and Freyer & Laureta, Inc. Page 6 of 13 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 M Terminate this Agreement. 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 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 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 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 Indenondent 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 Consultants services rendered pursuant to this Agreement and assignment of personnel pursuant to Subparagraph 1.3; Consulting Services Agreement between 12/512025 Town of Los Altos Hills and Freyer & Laureta, Inc. Page 7 of 13 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. 7.1qoiernlqgLaw, The laws of the State of California shall govern this Agreement. _ 7.2 Consultant and any subcontractors shall comply with all laws applicable to the performance of the work hereunder. 7.3 Other GovernManfal 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. 7.5 Nondiscrimination and Egual 0 ortuni!y. 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 Consulting Services Agreement between 12/5/2025 Town of Los Altos Hills and Dreyer & Laureta, Inc. Page 8 of 18 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. 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 5 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 inSubsection 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 paI Res - — 8.4 Assignment and Subcgntractint. 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 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. Consulting Services Agreement between 12/512025 Town of Los Altos Hills and gayer & Laureta, Inc. Page 0 of 13 8X Cions u on 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 gxhibit 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. 9.1 Records Cr e ed as_Par of Consultaff's -Performance. All reports, data, maps, models, charts, studies, surveys photographs, memoranda, plans, studies, specifications, records, flies, or any other documents or materials, in electronic or any other form, that Consultant prepares or obtains pursuant to this Agreement and that relate to the matters covered hereunder shall be the property of the Town. Consultant hereby agrees to deliver those documents to the Town upon termination of the Agreement. It is understood and agreed that the documents and other materials, including but not limited to those described above, prepared pursuant to this Agreement are prepared specifically for the Town and are not necessarily suitable for any future or other use. Town and Consultant agree that, until final approval by Town, all data, plans, specifications, reports and other documents are confidential and will not be released to third parties without prior written consent of both parties. 9.2 Consultant's Books and Records. Consultant shall maintain any and all ledgers, books of account, invoices, vouchers, canceled checks, and other records or documents evidencing or relating to charges for services or expenditures and disbursements charged to the Town under this Agreement for a minimum of 3 years, or for any longer period required by law, from the date of final payment to the Consultant to this Agreement. 9.3 Inspection and Audit' of Records. Any records or documents that aection 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. Consulting Services Agreement between 1215/2025 Town of Los Altos Hills and Froyer & Laureta, Inc. Page 10 of 13 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 §qyqMhft 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 AssVigns, 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 PrqAVAdL. Consultant shall prepare and submit all reports, written studies and other printed material on recycled paper to the extent it is available at equal or less cost than virgin paper. 10.7 Conflict of Interest. Consultant may serve other clients, but none whose activities within the corporate limits of Town or whose business, regardless of location, would place Consultant in a "conflict of interest," as that term is defined in the Political Reform Act, codified at California Government Code Section 81000 et seq. Consultant shall not employ any Town official in the work performed pursuant to this Agreement. No officer or employee of Town shall have any financial interest in this Agreement that would violate California Government Code Sections 1090 et seq. Consultant hereby warrants that it is not now, nor has it been in the previous 12 months, an employee, agent, appointee, or official of the Town. If Consultant was an employee, agent, appointee, or official of the Town in the previous twelve months, Consultant warrants that it did not participate in any manner in the forming of this Agreement. Consultant understands that, if this Agreement is made in violation of Government Code 1090 et seq., the entire Agreement is void and Consultant will not be entitled to any compensation for services performed pursuant to this Agreement, including reimbursement Consulting Services Agreement between 121512025 Town of Los Altos Hills and Freyer & Laureta, Inc. Page 11 of 10 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 golleltation. 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 Daniel ling ("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: Froyer & Laureta, Inc. Attention: Jeffrey Tarantino 606 San Marin Drive, Suite A220 Novato, CA 94945 Any written notice to Town shall be sent to: Town of Los Altos Hills Attention: Daniel Liang 26379 Fremont Road Los Altos Hills, CA94022 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 stamplseal shall be, in a block entitled "Seal and Signature of Registered Professional with reporYdesign responsibility," as in the following example. "Me7MV17TI4Mature *7 ixopiere-11 PRIM 0 report/design responsibility. Consulting Services Agreement between 12/b/2025 Town of Los Altos Hills and Freyer & Laureta, Inc. Page 12 of 13 10.12 Integration. This Agreement, including the scope of work attached hereto and incorporated herein as Exhibits A B , f[andi6f, and Qjj [ENSURE THAT THE GORREOT represents the entire and integrated agreement between Town and Consultant and supersedes all prior negotiations, representations, or agreements, either written or oral. Exhibit A Scope of Services Exhibit B 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. The Parties have executed this Agreement as of the Effective Date, TOWN OF LOS ALTOS HILLS Cody Einfalt, Acting City Manager Attest: ri a Birdsong-MillerClerk 1070873 1 T Executive Vice President Consulting Services Agreement between 12!512025 Town of Los Altos Hills and Freyer & Laureta, Inc. Page 13 of 13 Prepare contract drawings and specifications for the 2026 Sanitary Sewer Repair and Replacement Project for the Town of Los Altos Hills. The scope of services shall include improvements at seventeen (17) locations as follows: The contract drawings shall include the following: 1. Topographic survey along the sewer main alignment or at the project site. The limits of topographic survey shall be 5 It minimum on each side of the sewer main alignment 2. Invert and rim elevations at manholes and ground elevations based on NAVD88. 3. Existing utilities in the vicinity or crossing the sewer alignments 4. Property addresses at or near the project sites Consulting Services Agreement between 12/612025 Town of Los Altos Hills and Dreyer & Laureta, Inc. Page 1 of 3 . . . ... ...... CCTV Repair . ... ............ ........ ... .............. .. I :od: No USMFl— DSMH Address Length Length From 'ro M:e t h I EMH1029 EMH1228 Fremont Rd 75 75 6"VCP 811PVC Open trench 2 BMH1029 BMH1030 Shady Oaks Rd 114 114 811VCP 1011PVC Open trench 3 EMH1188 EMH1176 Ortega Road 164 164 811VCP 1011PVC Open trench 4 EMH1170 EMH1241 St Francis Rd 23 68 8"HDPE 811PVC Point Repair 5 EMH1241 St Francis Rd - Manhole repair 6 EMI -11169 EMH1170 St Francis Rd 70 70 611VCP 811PVC Open trench 7 OMH1015 OMH1016 Moody Rd 102 102 6"VCP 101, PVC Open trench 8 BC01006 BMH1010 26970 Arastradero 5 6"VCP 6" PVC Point Repair 9 :CQ�IMH1002 QMH1030 11661 Putter Ct 5 Point Repair 10 FIMI-11096 lHiMH1023 26715 Birch Way 5 611VCP 6" PVC Point Repair 11 PlV1ld1139 Dawson Dr Reset manhole rim O'Keefe Ln Pump Backup diesel 12 — Station 13 GMH1053 GMH1052 Matadero Creek 62 62 6"VCP —__Lenerator 811PVC Open trench 14 PMH1054 PMH1055 Dawnrldge Dr 398 398 8"VCP 10"PVC Open trench 15 GMH1033 GMH1034 Via Cerro Gordo 280 10 6"VCP 6"PVC PoInt Repair 16 EMH1126 Alexander Place Reset manhole rim 17 _L–EMI-11127 Alexander Place Reset manhole rim The contract drawings shall include the following: 1. Topographic survey along the sewer main alignment or at the project site. The limits of topographic survey shall be 5 It minimum on each side of the sewer main alignment 2. Invert and rim elevations at manholes and ground elevations based on NAVD88. 3. Existing utilities in the vicinity or crossing the sewer alignments 4. Property addresses at or near the project sites Consulting Services Agreement between 12/612025 Town of Los Altos Hills and Dreyer & Laureta, Inc. Page 1 of 3 5. The scope of work and construction method at each location, e.g. open trench excavation, manhole reconnection, sewer lateral reconnection 6. Plan and profiles of the sewer main improvements 7. For the O'Keefe pump station, the design shall include the concrete pad design, fencing, conduits, electrical wirings, automatic transfer switch, and Generac 20kW diesel generator. 8. For the reset of the manhole rims, the design shall indicate the work scope. 9. Other scope of services are provided in the F&L's cost proposal, dated 11/2512026. 10. The "2026 Sanitary Sewer CIP (Priority List) dated 1216125 provides additional information of the seventeen locations on the priority list. Consulting Services Agreement between 12/5/2026 Town of Los Altos Hills and Dreyer & Laureta, Inc. Page 2 of 3 y 0 u x I 41 0 CL a1 4 IS Cq {� uy 49 *� a-1 eNrt Y o 1n i°40 10E tiC ro a . ir. d1 u7 N U 1�.t C'�J � u � t�q ��y �• ICUL U U � 3 0 0 T0C>I-U-> lp Sf1 q�, ib CQ Ot7 4t9 t£,1 w TO00 1t,7 p,�7 46 , U'1 M to m. ifl cW uU7W N «.I �a "I N N N N N tV CV N t H "Na Rn, CN•J M i*J Aq Fl- TTU G 1JJ 5 E +� w 'A U9w w w w 1 X11 u,1 v V 1t1 ,U ,117. , ffi ....# O 43 Q7y�7, ia 12 [4a! X 1 0 1icrf c 5 , N r -t N G) C3 8 > CJ �C Na n+ .w m At V4 M N rt Ntx1 N - r -i xW ri r^1 w � inn w w w 0 a toC( mw LnN OR S°m ca "+t rw' � w ON w w w w 44, w ui n iq w1 N m uti 1c1 N on1 rn IH A y + I4 Consulting Services Agreement between 12/5/2025 Town of Los Altos HMIs and Freyer & Laureta, Inc. Page 3 of 3 FREYER LAURETA,INC, Civil Eng veers - Surveyors - Corstrucvon Managers November 25, 2025 W. Daniel Liang, P.E. Utility Engineering Manager Town of Los Altos Hills 26379 Fremont Road Los Altos Hills, California 94022 RE: Engineering Services for the Sanitary Sewer Capital Improvement Program Los Altos Hills, California Dear Mr. Liang, Freyer & Laureta, Inc. (F&L) is pleased to present this proposal to the Town of Los Altos Hills (Town) to provide engineering services for the Town's annual Sanitary Sewer Capital Improvement Program (CIP). We have developed our proposal based on our discussions with the Town during our October 8, 2025 meeting and our November 24, 2025 teleconference. Scope of Work Prepare Annual Sanitary Sewer CIP Construction Documents F&L will prepare construction documents for the pipe segments listed in Table 1 including: 0 Perform site visits to each of the pipe segments to observe existing conditions including taking photos; Perform topographic survey for each pipe segment to be repaired or replaced including: o Dipping manholes and other gravity utilities that are within the work limits. o Assume a 10 foot wide area with the pipe segment as the centerline as determined in the field based on actual manhole locations. o Locate visible structures, landscape, trees, benches, etc. within the work area. a Request utility as-builts from third party utility owners and incorporate into existing conditions. Review closed circuit television (CCN) reports from West Bay Sanitary District (WBSD) to confirm condition of pipeline segments including identifying any deficiencies that may require specialty repair; and Develop construction documents for the proposed annual CIP including opinion of probable construction cost. Alt pipeline segments improvement sheets will include plan and profile. F&L will provide 50%,90%, and 100% submittals for the construction documents to facilitate the Town's review. We will participate in virtual meetings with the Town following the 50% submittal and 90% submittal to review the proposed improvements, discuss constructability, coordinate potential public outreach, and capture any Town comments. The 100% submittal will be stamped and signed by a California Professional Civil Engineer for the Town's use in soliciting public bids. F&L will also provide bid support to the Town. Our bid support tasks will include: Prepare for and participate in one prebid meeting; Y Review and respond to bidder questions including one bid addendum: and Assist the Town to review bids including confirming the lowest, responsive bidder. Headquarters North Bay Office East Bay Office South Bay Office 150 Executive Park Blvd, Ste 4200 505 San Marin Dr, Ste A220 1101 Marina Village Pkwy, Ste 104 20863 Stevens Creek Blvd, Ste 275 San Francisco, CA 94134 Novato, CA 94945 Alameda, CA 94501 Cupertino, CA 95014 (415) 534-7070 (415) 534-7070 (510) 937-2310 (408) 516-1090 FL I Deliverables 50% Construction Document Submittal (PDF format only) 90% Construction Document Submittal (PDF format only) 100% Construction Document Submittal signed and stamped (PDF format only) Agendas and minutes for up to two design meetings Prebid meeting agenda and minutes One bid addendum that includes responses to bidder questions Assumptions Boundary survey are not included. Utility potholing is not included. Permit fees, if any, will be paid by others. a""f 3 I c st, I I%:' F&L assumes that the Notice to Proceed (NTP) for the base Scope of Services will be issued by December 1, 2025. We propose to provide the Scope of Services as follows: Task Milestone Perform site visits and topographic survey 20 business days following NTP Review WBSD provided CCTV 15 business days following NTP _ _ _ _ Complete 50% Design Submittal 15 business days following topographic survey completion __ Complete 90% Design Submittal : 20 business days following receipt of Town's comments Complete 100% Design Submittal 15 business days following receipt of Town's comments Compensation F&L proposes to provide the Scope of Work on a time and material basis in accordance with our Charge Rate Schedule dated January 1, 2025 for a not -to -exceed fee of $45,200 as shown in Table 2. Please contact me at (650) 619-3226 or tarantinoefreyerlaureta.com with any questions or comments. Very truly yours, Jeffrey]. Tarantino, P.E., Executive Vice President FREYER & LAURETA, INC. Attachments Table 1: Proposed CIP Site Table 2: Estimated Budget a Freyer & Laureta, Inc. Charge Rate Schedule dated January 1, 2025 FREYER & LAURETA, INC. r — In 0 CL 0 E 4 E tA 01 Nn u tA 1-0 Ja- in VS CR 44 41 Z '06 41 ri 0 0 0 CL - to to asno to co ka KO to zo ua w w to Co w kn cq OW CN 0. LL 0. n. -IN Oa r- E -j U u U'OA V VB cc 0 ra a 0 V w 4 ko U) rl- tR 2 ci 14 -f Vq rl '0, U) W, w LU w 01 m Ch 00 00 w M rn m H w LU co tu LU tin 0 z rn lqt < Ix0 § k § I -- co 2 < N ] 0 0 \ % / 5 q 0 Ln t k ji 0 0 Ln D o m r o < G = £ G Cl . \ $ \ en - \ 0 // E� 6 LtiG/ G J G® a Aj w § { ) g 0 k / 7 Q / 2 2 k E § § 7 { 0 _ z / 0 / z = e o o g o co m o t/ \ \ § / % r4 \ \ \ % \ a 3 A a m o G 3 a 7 3 @d! a\ - a s--- I f \ %� AU31 3 0 _ c = w It % » \ } i� uAlJ1a \ c w = _ © - _ � jj § 1iaa ul2u 3J a \ ® ? 2 \ « 'T �r 9 qaG = ® ® 0 0 } j E .c § k E \ D k E ƒ \ \ Ul° f % � G �!. / \ E f E / _ ! 0 \ / c \ \ \ i \ \ \ \c ƒ \ \ \ \ % @ 7 e @ . \ f [ { § / . a E 2 \ E < N Effective January 1, 2025 CHARGE RATE SCHEDULE Professional & Technical Services of Freyer & Laureta, Inc. staff are provided on a fixed fee or an hourly rate basis as follows: Fixed Fee Where a definitive scope of work can be established, many of our clients prefer that a specific fee be agreed upon in advance. Billings are submitted monthly based upon percent complete as of the last accounting day of the month. Hourly Rate Applicable to Plan Preparation, Design, and Report services where the scope of work must remain open, Freyer & Laureta, Inc. utilizes the following hourly charge rate basis for billing purposes. Production Aide - Clerical $115 Drafter I - Technical Typist - Survey Tech II $120 Drafter II - Word Processor $130 Engineering Tech I - Drafter III $145 Staff Engineer I - Engineering Tech II - Survey Tech III $170 Staff Engineer II - Engineering Tech III - Survey Tech IV $175 Staff Engineer III - Senior Engineering Tech $180 Staff Engineer IV - Survey Tech V - Construction Inspector $200 Associate Engineer - Associate Surveyor (L.L.S.) $215 Senior Engineer - Construction Manager $230 Senior Construction Inspector _ $230 Project Manager - Principal Surveyor (L.L.S.) $245 Senior Project Manager - Principal Surveyor (L.L.S.) $265 Associate Principal $275 Principal $295 Forensic Engineering $400 Deposition & Court Appearance $500 Subconsultant, Reproduction, Printing, Travel, Mailing & Delivery - Cost plus 10% Interest Charge - Billings are due and payable The foregoing Charge Rate Schedule is within 30 days. A monthly interest charge equal to the incorporated into the Agreement for the Services of Federal Discount Rate plus 5% will be applied on the Freyer & Laureta, Inc. and may be updated annually. next billing beyond the 30 -day payment period. FREYER LAURETA,INC. Civil Engineers — Surveyors — Construction Managers September 16, 2026 W. Daniel Liang, P.E. Utility Engineering Manager Town of Los Altos Hills 26379 Fremont Road Los Altos Hills, California 94022 RE: Amendment #01— 2026 Capital Improvements Program Final Design Updates Los Altos Hills, California Dear Mr. Liang, Freyer & Laureta, Inc. (F&L) is pleased to present this proposal to provide additional services to the Town of Los Altos Hills (Town) for the Engineering Services for the Sanitary Sewer Capital Improvement Program (Project). The project updates include items with no budget impact and those with budget impact. Below is a list of task changes to the Project, grouped by items that did not impact the budget and items that require additional budget. Scope Changes with No Budget Impact The project scope has been revised to deliver a bid -ready Construction Document on an expedited schedule to be delivered on or before April 3, 2026. The change removed the requirement for a 90% design submittal and review period. F&L will make provisions to address any final Town comments in a bid addendum included in our original scope of work. The result of this scope change is no net change to the project budget. Scope Changes with Budget Impacts After execution of the contract, Site 8, a point repair, and Site 12, a generator replacement, were removed from the project. Site 18 was added to the project. These changes were made after the project survey had already been completed. F&L proceeded with making this change, which resulted in performing one additional day of surveying including mobilization. There are crossings of Adobe Creek and one site parallel to Barron Creek. F&L received record drawings of these creeks from Santa Clara Valley Water District (SCVWD). SCVWD requires that the Town submit a permit application to perform the proposed improvement. Permitting analysis was not included with F&L's original project scope. F&L will provide permit coordination services related to the Town encroachment permit submittal. During the review of the 50% drawings, the point repair along Putter Court was identified as an incorrect location. The CIP listed the Putter Ct. scope as being between QHM1002 and QMH1030, but it was discovered that one of the field reports was mislabeled. The Town provided updated information that the 150 Executive Park Blvd, Ste 4200 505 San Marin Dr, Ste A220 1101 Marina Village Pkwy, Ste 104 San Francisco, CA 94134 Novato, CA 94945 Alameda, CA 94501 (415) 534-7070 (415) 534-7070 (510) 937-2310 South Rny Office 20863 Stevens Creek Blvd, Ste 275 Cupertino, CA 95014 (408) 516-1090 FL actual repair was to be OHM1030 and OHM1031. Under the Town's direction, the proposed improvement drawings were redeveloped without a survey using owner -provided field information and publicly available surface elevations. 1. Final Construction Documents signed and stamped by a Professional Civil Engineer (PDF) 2.One enhanced bid phase Addendum drawing package stamped by a Professional Civil Engineer (PDF) Assumptions 1. All deliverables will be provided in electronic format only. 2. Permit Coordination will be restricted to the hours presented in the attached budget. 3.The Town will assist in the preparation of the SCVWD permit application submission. 4.Excludes all permit fees, which can be submitted directly by the Town to SCVWD, if applicable. 5.This work excludes coordination with CA Fish and Wildlife and USACE. 6.Excludes any delays caused by potential permitting agencies. 7. Utility potholing is not included. Schedule F&L will provide the work on a mutually agreeable schedule. Compensation F&L proposes to provide the Scope of Work on a time and material basis in accordance with our Charge Rate Schedule dated January 1, 2025 for a not -to -exceed fee of S7,900 as shown in Table 1. Please contact me at (650) 619-3226 or tarantinoofreyerlaureta.com with any questions or comments. Very truly yours, r Jeffrey J. Tarantino, P.E. Executive Vice President FREYER & LAURETA, INC. Attachments Table 1: Estimated Budget Freyer & Laureta, Inc. Charge Rate Schedule dated January 1, 2025 FREYER & LAURETA, INC. Civil Engineers • Surveyors • Construction Managers N m D w 0 3 0 0 A w N M < (D < - • 0 Gd M E. V) vi O- r Cr) o . L- N OIr C rD J r1 o ID < o � CA 9 CD v C n v n. w n rr � . D O O n 00 a- -0 N a N o 5- a a. M vu J J o n c C J J a • -I 6 C • O r O Q Cr ❑ O p O 0 C N � Clerical o. o N A o Staff Engineer I S ON) m N Nco N N Staff Engineer IV Q D 2 c m W w N 14 Senior PM LM N Principal {^„ vim, - w w n O 0 'D 'O N Vi v, O Q {/T p O tai, ') r C Z O H m Z � v c m m rt =. d CO Uq n 0 Z am 0 1 O a Ln a. n wo3 0 {�f > o Hwy, O C o +-? N {/T m m O m o L„ c„ 0 0 rn v V V _rO 0 O O D C w O O N N IFREYER LAURETA,INC. CHARGE RATE SCHEDULE Effective January 1, 2025 Professional & Technical Services of Freyer & Laureta, Inc. staff are provided on a fixed fee or an hourly rate basis as follows: Where a definitive scope of work can be established, many of our clients prefer that a specific fee be agreed upon in advance. Billings are submitted monthly based upon percent complete as of the last accounting day of the month. Hourly Rate, Applicable to Plan Preparation, Design, and Report services where the scope of work must remain open, Freyer & Laureta, Inc. utilizes the following hourly charge rate basis for billing purposes. Production Aide - Clerical Drafter I - Technical Typist - Survey Tech II Drafter II - Word Processor Engineering Tech I - Drafter III Staff Engineer I - Engineering Tech II - Survey Tech III Staff Engineer II - Engineering Tech III - Survey Tech IV Staff Engineer III - Senior Engineering Tech Staff Engineer IV - Survey Tech V - Construction Inspector Associate Engineer - Associate Surveyor (L.L.S.) Senior Engineer - Construction Manager Senior Construction Inspector Project Manager - Principal Surveyor (L.L.S.) Senior Project Manager - Principal Surveyor (L.L.S.) Associate Principal Principal $115 $120 $130 $145 $170 $175 $180 $200 $215 $230 $230 $245 $265 $275 $295 Forensic Engineering $400 Deposition & Court Appearance $500 Subconsultant, Reproduction, Printing, Travel, Mailing & Delivery - Cost plus 10% Interest Charge - Billings are due and payable The foregoing Charge Rate Schedule is within 30 days. A monthly interest charge equal to the incorporated into the Agreement for the Services of Federal Discount Rate plus 5% will be applied on the Freyer & Laureta, Inc. and may be updated annually. next billing beyond the 30 -day payment period.