Bid Notice.pdf

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REQUEST FOR PROPOSALS for

TOWN OF WOODSIDE

DEPARTMENT OF PUBLIC WORKS

WOODSIDE ROAD MEDIAN ISLAND

BEAUTIFICATION EAST OF 280

CONSTRUCTION MANAGEMENT

RFP #PWD-2026-02

Issued: November 3, 2026 Deadline to Submit Proposals:

December 2, 2026 by 4:00 P.M.

Department of Public Works 2955 Woodside Road Woodside, CA 94062

Telephone: (650) 851-6790

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I. Introduction

A. Services Requested

Under this Request for Proposals (“RFP”), the Town of Woodside (“Town”) Public Works Department is soliciting Proposals from suitably qualified companies (“Consultants”) to provide Code Enforcement Services (“Services”).

The Consultant will perform the Services according to the Scope of Services which are attached as EXHIBIT A to this RFP.

The Town requires a well-managed and financially sound individual or firm with demonstrated skills and technical ability and high levels of customer service and satisfaction to perform the Services and fulfill the requirements outlined in this RFP.

A potential Proposer should read this document in its entirety before preparing and submitting a Proposal.

B. Definitions

In this RFP, the following words and phrases have the meaning ascribed to them below:

• Agreement / Contract The entire and integrated written agreement between the Town and the Contractor that takes the place of prior negotiations, representations, or agreements, either written or oral.

• Town The Town of Woodside. Depending on the context in which it is used, the term Town also may refer to:

▪ The geographic area known as the Town of Woodside;

or

▪ A person whom the Town of Woodside employs or uses and who is authorized to represent the Town of Woodside in matters concerning the Project.

• Town Project Manager The Town’s designated representative for all issues related to the Project.

• Contractor The selected Proposer(s) to whom the Town has awarded a Contract for the Project.

• Project The entire Services described in this RFP. Services may constitute the whole or a part of the Project.

• Proposal The documents and other items that a Proposer submits in response to this RFP.

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• Proposer The person, entity, or organization that submits a Proposal in response to this RFP.

• RFP This Request for Proposals and all of its attachments, including documents and other items from the Town and relevant third parties.

• Services The work, labor, tasks, operations, activities, materials, supplies, equipment, deliverables, duties, and obligations:

▪ Described in this RFP; and

▪ Required by, and reasonably inferable from, the Contract— whether completed or partially completed.

• Subcontractor A contractor, supplier, vendor, person, entity, or organization whom Contractor hires, employs, or uses on Contractor’s behalf to provide, perform, or fulfill a portion of the Services.

C. Terms of Services and Contract

The Services described in this RFP and in the proposed Contract begins on the Effective Date of the Contract Agreement, and continues in effect until completion of the work described in Exhibit A, unless it ends sooner according to the terms elsewhere.

D. Insurance

At its expense, the successful Proposer must obtain and maintain insurance, while the Contract is in effect, that fully meets the requirements of and contains provisions entirely consistent with all of the Town’s “Insurance Requirements,” which are noted in EXHIBIT B (“Insurance Requirements”). Evidence of the insurance coverages will need to be in place before a Contractor starts performing the Services. A Proposer must be prepared to meet all Town insurance requirements (at no cost to the Town), if the Proposer is awarded a Contract. The Town will require certificates of insurance and additional insured endorsements when the successful Proposer submits a signed Contract to the Town.

E. Proposer’s Indemnification of the Town

At its expense, Proposer agrees to indemnify, defend, and hold harmless the Town and its officers, agents, employees, and representatives from and against any and all liability, suits, actions, proceedings, judgments, claims, demands, liens, losses, damages, costs, and expenses (including attorneys’ fees, litigation, arbitration, mediation, appeal expenses) if a dispute, lawsuit, or other proceeding arises out of any one or more of the following:

• Proposer’s submitting the Proposal;

• The Town’s accepting Proposer’s Proposal; or

• The Town’s awarding a Contract to Proposer in compliance with this RFP, or state, federal, or local laws.

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F. About the Town of Woodside

Woodside is a town in San Mateo County, California, United States, on the San Francisco Peninsula. It has a council–manager system of government. The population of the town was 5,309 at the 2020 census. Woodside is approximately 12 square miles and was incorporated in 1956.

II. RFP Process

A. RFP Distribution

A prospective Proposer may receive this RFP by mail, email, or online at https://www.woodsideca.gov/bids.aspx. Distribution of the RFP in no way represents the Town’s acceptance of a Proposer’s qualifications, reputation, or ability to perform the Services.

B. Proposal Deadline and Proposal Submission

The Town must receive the Proposal on or before 4 p.m. on Wednesday, December 2, 2026. A Proposal received after this date and time will be considered non-responsive and the Town will return the Proposal, unopened.

A Proposal must be submitted on the attached Proposal Form package. Oral, telephonic, facsimile, or electronically transmitted (email) Proposals are invalid, and the Town will not accept or consider them.

Proposer must submit two (2) hard copies of the proposal (consisting of one (1) original and one (1) copy), and one (1) digital PDF copy of the proposal, on flash drive, all in a sealed, clearly labeled envelope (or box) delivered by mail or in person.

The Proposal must be addressed to:

Town of Woodside

Woodside Road Median Island Beautification E. of 280 Construction Management RFP

Attention: Louis Sun, P.E, Director of Public Works/Town Engineer 2955 Woodside Road Woodside, CA 94062

C. Interim Inquiries and Responses; Interpretation or Correction of

RFP

If a Proposer has any question about this RFP, the proposed Agreement, or the scope of work, or if a Proposer finds any error, inconsistency, or ambiguity in the RFP, or the proposed Agreement, or both, the Proposer must make a “Request for Clarification” before submitting its Proposal.

The Proposer must submit a Request for Clarification in writing by letter or email to:

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Town of Woodside

Attention: Sindhi Mekala, Deputy Town Engineer

2955 Woodside Road Woodside, CA 94062

Email: smekala@Woodsideca.gov

The Town must receive the Request for Clarification on or before 4 p.m. on November 24, 2026

If necessary, the Town will make clarifications, interpretations, corrections, or changes to the RFP, or the proposed Contract, or both, in writing by issuing Addenda, as described in Section II.F (below). A Proposer must not rely upon, and the Town is not bound by, purported clarifications, interpretations, corrections, or changes to the RFP and the proposed Contract, that are made verbally or in a manner other than a written advisory from the Town.

D. Addenda

The Town will issue Addenda in writing/email only. A copy of each Addendum (if any) will be posted on the Town’s website. It is the proposer’s responsibility to check the Town’s website for any Addenda and to ensure that it has received the said Addenda. Each proposer must provide a signed acknowledgement confirming receipt of all issued Addenda to this RFP, as a part of their proposal submittal.

At any time before the proposal deadline, the Town may issue Addenda withdrawing the RFP or postponing the Proposal Deadline. However, if any Addenda result in a material change to this RFP, or the proposed Agreement, or both, the Town will extend the Proposal Deadline by not less than seventy-two (72) hours.

The Town will treat transmittal of Addenda to potential Proposers by U.S. mail, or e-mail as sufficient notice of the changes made by the Town.

III. General Requirements and Instructions

A. Examination of Documents

Before submitting an RFP Response, each Proposer must:

• Thoroughly examine the RFP. A thorough review of this RFP is critical to obtaining an in-depth understanding of the requirements of this RFP.

• Make all necessary investigations (including the location of the Services), examine documents, and understand the Scope of Services (EXHIBIT A).

• Be able to furnish the Town with valid insurance forms (including insurance certificates and additional insured endorsements) in compliance with the Insurance Requirements described in EXHIBIT B.

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B. Proposer’s Representations in the Response

By submitting a Proposal, a Proposer represents that:

• The RFP is sufficient in scope and detail to indicate and convey reasonable understanding of all requirements, terms, and conditions for performance of the Services required in this Project;

• The Proposer has exercised all necessary due diligence in making investigations and inquiries, examining documents, and inspecting Town sites and facilities for this Project;

• The Proposer is fully familiar with— and has fully considered— all facts, conditions, circumstances, and matters that may affect, in any way, the Proposer’s services or costs;

• The Proposal is an irrevocable offer for a period of at least ninety (90) calendar days following Town’s opening of all Proposals; and

• The Proposer is, and will be, in compliance with the RFP’s requirements, terms, and conditions.

C. Proposal Preparation Expenses

Expenses for developing the RFP response are entirely the responsibility of the Proposer and are not chargeable to the Town in any manner. The Town is not liable for any pre-contractual expenses, which are defined as expenses incurred by Proposer in:

• Preparing its Proposal in response to this RFP.

• Negotiating with the Town any matter related to the Proposal.

• Any other expense incurred by Proposer prior to the date of award of the Contract for this RFP.

IV. Proposal Content and Format

Proposals should be complete and include all the information requested by this section.

It should be noted that Consultants can use their own forms for their estimated level of effort for this project. However, these forms must include a comprehensive price estimate, identifying all needed tasks, number of hours by labor classification, and the total cost for that task. All labor category hourly rates must be clearly identified.

If a Proposer fails to provide the information that the forms require, fails to return all of the forms, or fails to submit the required attachments, the Town may treat the Proposal as “non-responsive.”

A. Mandatory Qualifications

To be eligible to perform the Services, the Proposal must provide satisfactory evidence that:

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1. As part of the Proposer’s Qualifications, each Proposal must provide satisfactory evidence that:

[a.] The Proposer satisfactorily completed at least Two (2) similar services and/or projects in California; each comparable in scope and scale to this Project, within the last five (5) years.

The Town may reject a Proposal as non-responsive if the Proposal fails to document that Proposer meets the above qualification(s).

2. Describe, with all necessary details, a proposed solution for the Scope of Services as described in Exhibit A. A complete proposal will address all the aspects of the Scope of Services in an organized and understandable fashion.

B. Experience

Clearly describe work on services and/or projects of similar size and scope within the last five (5) years. Include all necessary information for references from clients for those projects.

C. Project Management

Clearly describe all relevant experience and qualifications of the Project Manager. Project Manager should display prior experience and a successful track record with managing services and/or projects of similar type and size. The Town of Woodside is looking for an experienced and accomplished Project Management team. Provide all necessary information to detail those capacities.

D. Staffing/Ability to Perform

Clearly identify all the personnel and/or team that will be committed to this project.

Describe the personnel and/or team’s qualifications, level of expertise, and the amount of time that staff will commit to these services and/or project in order to meet the Town’s needs and expectations. It is important for the proposer to note how a particular staff’s expertise is related to the skills or tasks that would be required to provide the best solution and project deliverables.

E. Value/Cost Effectiveness

In addition to the cost proposal, identify with all necessary details how the proposed solution will provide the Town with the best value and any methods for proposed cost savings or effectiveness.

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F. Identifying Proprietary Information; Public Records Act

A Proposer must identify and list all copyrighted material, trade secrets, or other proprietary information (“protectable documents”) that the Proposer included in its Proposal which the Proposer believes should be exempt from disclosure under California’s Public Records Act, Government Code Section 6250, et seq. (See Pg. 76).

By listing the documents, the Proposer agrees to indemnify, defend, and hold harmless the Town and its officers, agents, employees, and representatives from and against any action, claim, lawsuit, or proceeding, including costs and expenses, arising out of or connected with the Town’s refusal to disclose the protectable documents to any party making a request for those items.

The Town will treat any Proposer who fails to identify documents that the Proposer believes should be exempt from disclosure, as having waived its right to an exemption from disclosure, as the Public Records Act provides.

All Proposals and other material submitted become the property of the Town and may be returned only at the Town’s option. The Town reserves the right to use any ideas presented in any response to the RFP. Selection or rejection of the Proposal does not affect this right.

G. Proposal Signature(s)

The person or persons legally authorized to bind the Proposer to the RFP must sign the Proposal in ink. The individuals signing the Proposal must represent that they are authorized to bind the Proposer’s legal entity.

• A corporation must execute the Proposal by its duly authorized officer(s) in accordance with its corporate bylaws.

• A partnership must execute the Proposal by all of its partners. After each signature, each partner must list a residential address or the firm’s address, either of which must include the state, zip code, and telephone number.

• If the Proposer is a joint venture consisting of a combination of any of the above entities, each entity in the joint venture must sign the Proposal.

• An individual signing a Proposal as an agent of another or others must attach to the Proposal evidence of that person’s legal authority to sign on behalf of another or others.

V. Method of Selection

All Proposals received on time will be reviewed to ensure compliance with the terms of this RFP. Non-compliant or non-responsive Proposals may be rejected. The Town will then evaluate the Proposals in accordance with the criteria listed below.

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A. Basis for Award and Evaluation Criteria

The Town is seeking the best qualified Proposers based on the following criteria. The proposal will be judged in the following areas to determine an overall score based on the criteria below.

• PROPOSED IMPLEMENTATION AND WORKFLOW - 20% (20 points) Points will be assigned for “Functional and Technical Merit” based on the capability of the proposer to satisfy the Town requirements identified in the SCOPE OF SERVICES and as delineated. Points will be assigned for “Completeness of Proposed Solution” based on the vendor submitting a proposal that follows the guidelines specified in the SCOPE OF

SERVICES.

• EXPERIENCE - 20% (20 points) Points will be assigned for “Experience with Services and/or Projects of this Size and Scope in an Agency of Similar Size”, within the last 5 years, based on a consultant’s previous experience with municipal agencies, as delineated in the SCOPE OF SERVICES, and CLIENT REFERENCES.

• PROJECT MANAGEMENT – 20% (20 Points) Points will be assigned based on the experience and qualification of the Project Management team. Town of Woodside is looking for an experienced and accomplished Project Management team.

• STAFFING OF PROJECT/ABILITY TO PERFORM – 20% (20 Points) Points will be assigned based on “Availability and Capability of the Personnel and/or Project Team”. Scoring is based on qualification of staff or project team members, provided in the “Statement of Qualification” provided in your proposal. It is important to note how a particular staff’s expertise is related to the skills or tasks that would be required to provide the best solution and project deliverables.

• BEST VALUE/COST EFFECTIVENESS – 20% (20 Points) Points will be assigned based on the “Cost- Effectiveness” of the proposal.

If there are two or more firms with identical or very similar cost proposal, then the firm that provides the most value-added service beyond the RFP requirements will be assigned the higher score. Conversely, if there are two or more firms with very similar deliverables and additional value-added services, then the firm with the lowest cost will be assigned the higher score

The Town may investigate the qualifications of a Proposer under consideration, require confirmation of information furnished by the Proposer, and require the Proposer to provide additional information or evidence of qualifications for the Services described in this RFP.

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B. Selecting a Proposer

A panel comprised of representatives from the Town, will evaluate each RFP submission and determine a finalist. In the event of multiple recommended proposals, the panel may select up to three (3) finalists for an interview prior to making their recommendation. The Director of Public Works/Town Engineer may submit a recommendation to the Town Council, which may then select a Proposer.

The Town Council has the final say in selecting a Proposer and must approve an award of a Contract to the successful Propose and no rights or obligations begin under an award until the approval is secured and all parties have duly signed a Contract.

Once selected, the successful Proposer must enter into a written Contract with the Town within fourteen (14) calendar days following the Proposer’s receiving the Town’s Notice of Award.

C. Town’s Reservation of Rights

This RFP and the proposal evaluation process do not:

• Obligate the Town to accept or select any Proposal;

• Constitute an agreement by the Town that it will actually enter into any contract with any Proposer.

When it best serves the Town’s interests, the Town may do any one or more of the following:

• Reject any Proposal or all at its sole discretion.

• Extend the deadline for accepting Proposals.

• Accelerate the pace of the RFP process if only one or a handful of Proposals is received.

• Waive any or all information, defects, irregularities, or informalities in a Proposal.

• Accept amendments to Proposals after the Proposal Deadline.

• Amend, revise, or change the RFP’s evaluation or selection criteria.

• Cancel, withdraw, amend, revise, change, or negotiate the terms of this RFP, the proposed Contract, or both.

• Reissue a Request for Proposals.

• Conduct one or more oral interviews.

• Visit a Proposer’s facilities or business.

• Examine financial records of a Proposer to the extent necessary to ensure financial stability.

• Make a partial award.

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• Negotiate with one or more Proposers.

• Award contracts to one or more Proposers.

• Require a best and final offer from one or more Proposers.

• Provide or perform the Services using a Town officer or employee, or contract directly— without an RFP or bids— for the Services.

VI. Award of Contract

Once selected, the successful Proposer must enter into a written Agreement with the Town within fourteen (14) calendar days following Proposer’s receiving the Town’s “Notice of Intent to Award Contract.” The RFP, or any part of it, and the Proposer’s responses, will be incorporated into and made a part of the Contract. A copy of the proposed Contract is provided as EXHIBIT C.

Before any services can commence, the selected Proposer will be required to execute the Contract, which is a standard form of agreement. To facilitate the Project’s smooth and timely implementation, Proposers responding to this RFP must review all the terms and conditions of the Contract, including, but not limited to, provisions relating to insurance, indemnity, and termination.

The Town’s policy is that the Contract be accepted as is. By submitting a Proposal to the Town in response to this RFP, each Proposer is deemed to have provided its approval to the Contract, accepting it without qualification. If a Proposer seeks limited modification of the Contract, then in the Proposal a Proposer must identify the proposed changes.

However, changes or qualifications to the Contract may be weighed in the evaluation of the Proposal and may cause rejection of the proposal as non-responsive, in Town’s determination.

The Town reserves the right to negotiate further the terms and conditions of the Contract. The Proposer whom the Town selects must cooperate with the Town in good faith to negotiate, sign, and deliver the final Contract. The Town will draft the Contract and may require the selected Proposer to attend one or more Contract negotiation conferences to discuss possible:

• Revisions to the Contract’s service-related terms, conditions, requirements, specifications, or minimum performance standards, other than the insurance and the indemnity provisions; and

• Additions to the Contract, by the parties’ mutual agreement, or as a Town Ordinance or Resolution, the Town’s Charter or Municipal Code, or any other law that may be required.

At any time, and for any reason, if contract negotiations with the selected Proposer fail to progress, to the Town’s reasonable satisfaction, the Town reserves the right to not only end negotiations with the selected Proposer, but also cancel the award and reject the Proposal. At its discretion, the Town may then: reopen the proposal process; choose

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Within fourteen (14) calendar days after the Town issues the Notice of Intent to Award Contract, or within any extension that the Town may allow, the selected Proposer must submit to the Town all of the following items:

• Three (3) originals of the Contract, properly signed by the Proposer.

• Insurance certificates and additional insured endorsements that fully conform to the Contract’s requirements.

• A copy of the Firm’s W-9 form.

After the Town receives the signed Contracts and insurance documents, the Town Attorney’s office will review the Contract. Additionally, the Town Attorney’s office or the Town’s Risk and Insurance Services Manager will review the required insurance. If the selected Proposer has not changed any terms of the Contract, and if the insurance and the bond(s) conform to the Contract’s requirements, the Town will sign the Contract and return an original of the Contract to the Proposer.

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EXHIBIT LIST

“Exhibit A”: Scope of Services

“Exhibit B”: Insurance Requirements

“Exhibit C”: Sample Contract

“Exhibit D”: Woodside Road Median Island Beautification E. of 280 plans

“Exhibit E”: Woodside Road Median Island Beautification E. of 280 specs

“Exhibit F”: Woodside Draft Front End Specifications

“Exhibit G”: Woodside Road Median Island Beautification E. of 280 cost estimate

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EXHIBIT A – Scope of Services

The Town of Woodside is seeking a consultant firm that can provide construction management services. The Town is interested in having such construction management services for the Woodside Road Median Island Beautification East of 280 project.

On January 28, 2025, Town Council authorized the Town Manager to execute an agreement with Kikuchi and Kankel Design Group for design of the Woodside Road Median Island Beautification East of 280 Project.

The design is now complete and includes California native, drought tolerant plants interspersed with boulders, installation of pavers, irrigation, and grading similar to the drought tolerant landscaping installed in the median on Woodside Road just west of Hwy 280 and in front of Town Hall. The proposed improvements will include the median islands on Woodside Road from Hwy 280 to Alameda De las Pulgas.

Formal approval by Caltrans would be in the form of an Encroachment Permit. Town staff submitted the Encroachment Permit application, project plans, and specifications to Caltrans in August 2026 for review.

Proposals shall include, at a minimum, a brief description of the consultant’s understanding of and approach to meet the Town’s needs, a list of resumes of the staff proposed, and a list of similar services and/or projects completed for public agencies.

Under separate cover, the consultant shall provide a cost proposal including the hours and rates for each staff person, a total not to exceed fee amount, and a current rate sheet.

Additional details are included in the main body of the RFP.

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EXHIBIT B – Insurance Requirements

Insurance. CONSULTANT shall acquire and maintain Workers’ Compensation, employer’s liability, commercial general liability, owned and non-owned and hired automobile liability, and professional liability insurance coverage relating to CONSULTANT’s services to be performed hereunder covering TOWN’s risks in form subject to the approval of the TOWN Attorney and/or TOWN’s Risk Manager.

The minimum amounts of coverage corresponding to the aforesaid categories of insurance per insurable event, shall be as follows:

Insurance Category Minimum Limits

Workers’ Compensation statutory minimum

Employer’s Liability $1,000,000 per accident for bodily injury or disease

Commercial General $1,000,000 per occurrence and Liability $2,000,000 aggregate for bodily injury, personal injury and property damage

Automobile Liability $1,000,000 per accident for bodily injury and property damage (coverage required to the extent applicable to CONSULTANT’s vehicle usage in performing services hereunder)

Professional Liability $1,000,000 per claim and aggregate

Concurrently with the execution of this Agreement, CONSULTANT shall, on the Insurance Coverage form provided in Exhibit B, furnish TOWN with certificates and copies of information or declaration pages of the insurance required hereunder and, with respect to evidence of commercial general liability and automobile liability insurance coverage, original endorsements:

(a) Precluding cancellation or reduction in per occurrence limits before the expiration of thirty (30) days (10 days for nonpayment) after TOWN shall have received written notification of cancellation in coverage or reduction in per occurrence limits by first class mail;

(b) Providing that CONSULTANT’s insurance shall apply separately to each insured against whom claim is made or suit is brought, except

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(c) Naming the TOWN of Woodside, its Council, officers, boards, commissions, employees, and agents, as additional insureds; and

(d) Providing that CONSULTANT’s insurance coverage shall be primary insurance with respect to TOWN, its Council, officers, boards, commissions, employees, and agents, and any insurance or self-insurance maintained by TOWN for itself, its Council, officers, boards, commissions, employees, or agents shall be in excess of CONSULTANT’s insurance and not contributory with it.

WORKERS' COMPENSATION. CONSULTANT certifies that he is aware of the provisions of the Labor Code of the State of California which require every employer to be insured against liability for workers' compensation or to undertake self-insurance in accordance with the provisions of that Code, and CONSULTANT certifies that he will comply with such provisions before commencing the performance of the work of this agreement.

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EXHIBIT C – Sample Contract

AGREEMENT FOR PROFESSIONAL SERVICES

This Agreement is made and entered into as of the __ day of ____ , 2024 by and between the Town of Woodside hereinafter called "TOWN" and _________________. hereinafter called "CONSULTANT" for ______________.

RECITALS

This Agreement is entered into with reference to the following facts and circumstances:

A. That TOWN desires to engage CONSULTANT to render certain professional services in the TOWN;

B. That CONSULTANT is qualified to provide such services to the TOWN and;

C. That the TOWN has elected to engage the services of CONSULTANT upon the terms and conditions as hereinafter set forth:

1. Services. The services to be performed by CONSULTANT under this Agreement shall include those services set forth in Exhibit A (include name of document), which is, by this reference, incorporated herein and made a part hereof as though it were fully set forth herein.

Performance of the work specified in Exhibit A is hereby made an obligation of

CONSULTANT under this Agreement, subject to any changes that may be made subsequently hereto upon the mutual written agreement of the said parties.

2. Term; Termination. (a) The term of this Agreement shall commence upon the date hereinabove written and shall expire on (date).

(b) Notwithstanding the provisions of (a) above, either party may terminate this

Agreement without cause by giving written notice not less than ten (10) days prior to the effective date of termination, which date shall be included in said notice. In the event of such termination, TOWN shall compensate CONSULTANT for services rendered, and reimburse CONSULTANT for costs and expenses incurred, to the date of termination, calculated in accordance with the provisions of paragraph

3. In ascertaining the services actually rendered to the date of termination, consideration shall be given both to completed work and work in process of completion. Nothing herein contained shall be deemed a limitation upon the right of TOWN to terminate this Agreement for cause, or otherwise to exercise such rights or pursue such remedies as may accrue to TOWN hereunder.

3. Compensation; Expenses; Payment. TOWN shall compensate CONSULTANT for all services performed by CONSULTANT hereunder in an amount not to exceed

$__________. Payment for services rendered will be mutually agreed upon by

TOWN and CONSULTANT after submittal of an estimate from the

CONSULTANT, or on an emergency basis upon prior approval of the TOWN to

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Compensation and reimbursement of costs and expenses hereunder shall be payable upon monthly billing therefor by CONSULTANT to TOWN, which billing shall include an itemized statement, briefly describing by task and labor category or cost/expense items billed.

Routine annual increases for cost of living adjustments, if any, may be approved by the Town Manager upon written request by Contractor.

Payment beyond the above stated not to exceed amount will not be paid without prior written approval by the TOWN.

4. Records. CONSULTANT shall keep and maintain accurate records of all time expended and costs and expenses incurred relating to services to be performed by

CONSULTANT hereunder. Said records shall be available to TOWN for review and copying during regular business hours at CONSULTANT’s place of business or as otherwise agreed upon by the parties.

5. Authorization. This Agreement becomes effective when endorsed by both parties in the space provided below.

6. Reliance on Professional Skill of CONSULTANT. CONSULTANT represents that it has the necessary professional skills to perform the services required and the

TOWN shall rely on such skills of the CONSULTANT to do and perform the work.

In performing services hereunder CONSULTANT shall adhere to the standards generally prevailing for the performance of expert services similar to those to be performed by CONSULTANT hereunder.

7. Relationship of Parties. It is understood that the relationship of CONSULTANT to the TOWN is that of an independent contractor and all persons working for or under the direction of CONSULTANT are its agents or employees and not agents or employees of the TOWN.

8. Schedule. The schedule of the work will be mutually agreed upon by the TOWN and CONSULTANT as services are requested and authorized by the TOWN.

CONSULTANT acknowledges the importance to TOWN of completing work under this Agreement in a timely manner. In the case of emergency work, the

TOWN may request that the CONSULTANT commence work immediately or as soon as practicable, and CONSULTANT agrees to make every reasonable effort to respond accordingly.

9. Indemnity. CONSULTANT hereby agrees to defend, indemnify, and save harmless

TOWN, its Council, boards, commissions, officers, employees and agents, from and against any and all claims, suits, actions liability, loss, damage, expense, cost

(including, without limitation, costs and fees of litigation) of every nature, kind or description, which may be brought against, or suffered or sustained by, TOWN, its

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Council, boards, commissions, officers, employees or agents caused by, or alleged to have been caused by, the negligence, intentional tortuous act or omission, or willful misconduct of CONSULTANT, its officers, employees or agents in the performance of any services or work pursuant to this Agreement.

The duty of CONSULTANT to indemnify and save harmless, as set forth herein, shall include the duty to defend as set forth in Section 2778 of the California Civil

Code; provided, however, that nothing herein contained shall be construed to require CONSULTANT to indemnify TOWN, its Council, boards, commissions, officers, employees and agents against any responsibility or liability in contravention of Section 2782 of the California Civil Code.

10. Insurance. CONSULTANT shall acquire and maintain Workers’ Compensation, employer’s liability, commercial general liability, owned and non-owned and hired automobile liability, and professional liability insurance coverage relating to

CONSULTANT’s services to be performed hereunder covering TOWN’s risks in form subject to the approval of the TOWN Attorney and/or TOWN’s Risk

Manager. The minimum amounts of coverage corresponding to the aforesaid categories of insurance per insurable event, shall be as follows:

Insurance Category Minimum Limits

Workers’ Compensation statutory minimum

Employer’s Liability $1,000,000 per accident for bodily injury or disease

Commercial General $1,000,000 per occurrence and

Liability $2,000,000 aggregate for bodily injury, personal injury and property damage

Automobile Liability $1,000,000 per accident for bodily injury and property damage

(coverage required to the extent applicable to

CONSULTANT’s vehicle usage in performing services hereunder)

Professional Liability $1,000,000 per claim and aggregate

Concurrently with the execution of this Agreement, CONSULTANT shall, on the

Insurance Coverage form provided in Exhibit B, furnish TOWN with certificates and copies of information or declaration pages of the insurance required hereunder and, with respect to evidence of commercial general liability and automobile liability insurance coverage, original endorsements:

(a) Precluding cancellation or reduction in per occurrence limits before the expiration of thirty (30) days (10 days for nonpayment) after TOWN shall have received written notification of cancellation in coverage or reduction in per occurrence limits by first class mail;

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(b) Providing that CONSULTANT’s insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer’s liability (cross liability endorsement);

(c) Naming the TOWN of Woodside, its Council, officers, boards, commissions, employees, and agents, as additional insureds; and

(d) Providing that CONSULTANT’s insurance coverage shall be primary insurance with respect to TOWN, its Council, officers, boards, commissions, employees, and agents, and any insurance or self-insurance maintained by TOWN for itself, its Council, officers, boards, commissions, employees, or agents shall be in excess of CONSULTANT’s insurance and not contributory with it.

11. WORKERS' COMPENSATION. CONSULTANT certifies that he is aware of the provisions of the Labor Code of the State of California which require every employer to be insured against liability for workers' compensation or to undertake self-insurance in accordance with the provisions of that Code, and CONSULTANT certifies that he will comply with such provisions before commencing the performance of the work of this agreement.

12. PREVAILING WAGES. For any work by CONSULTANT or its subconsultants to be performed under this Agreement that is defined to be “Public Works” within the meaning of Labor Code Sections 1720 to 1861, Consultant must comply with state prevailing wage and labor law (California Labor Code Sections 1720 to 1780, California Code of Regulations, Chapter 8, Subchapter 3, commencing with

Section 16000) for work performed under this Agreement. CONSULTANT’S obligations under prevailing wage and labor compliance laws include, among other things, to: pay at least the applicable prevailing wage and travel and subsistence payments for public works activities performed under this Agreement; comply with overtime and working hour requirements; comply with apprenticeship obligations;

comply with payroll recordkeeping requirements; and comply with other obligations as required by law. Copies of the applicable prevailing wage rates are on file with the Town Project Manager, and shall be made available to any interested party upon request. CONSULTANT shall ensure that the above requirements are included in all its contracts and any lower tier subcontracts for activities for the Project.

(a) Registration with Department of Industrial Relations. This project is subject to compliance monitoring and enforcement by the Department of Industrial

Relations. CONSULTANT must be registered with the Department of

Industrial Relations under Labor Code section 1725.5 when bidding and throughout performance of this agreement.

(b) Wage Rates. It shall be mandatory upon CONSULTANT and upon any subconsultant to pay not less than the specified rates to all laborers, workers, and mechanics employed in the execution of the Contract. It is further expressly stipulated that Consultant shall, as a penalty to Town, forfeit two hundred dollars ($200.00) for each calendar day, or portion thereof, for each laborer, worker, or mechanic paid less than the stipulated prevailing rates for any work

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Consultant agrees to comply with all provisions of Section 1775 of the Labor

Code.

The Town will not recognize any claim for additional compensation because of the payment by the Consultant of any wage rate in excess of the prevailing wage rate set forth in the Agreement. The possibility of wage increases is one of the elements to be considered by the Consultant in determining its bid, and will not under any circumstances be considered as the basis of a claim against the Town on the Agreement.

(c) Payroll Records. The Consultant and each subconsultant must comply with

Labor Code Section 1776 and all requirements of contractors stated therein for the maintenance, inspection and certification of payroll records. The Consultant and each subconsultant who fails to timely furnish payroll records or make the records available for inspection will forfeit to the Town the penalty for non-compliance set forth in Labor Code Section 1776 for their respective failure.

13. NON-DISCRIMINATION. The contractor and each subconsultant must comply with the anti-discrimination requirements of Labor Code Section 1777.6. The

CONSULTANT will not discriminate against any employee or applicant for employment because of race, color, religion, sex or national origin. The

CONSULTANT will take affirmative action to insure that applicants are employed and the employees are treated during employment without regard to their race, color, religion, sex or national origin. Such action shall include, but not be limited to the following: employment, advancement, demotion, transfer, recruitment, or recruitment advertising, layoff or termination, rates of pay or other forms of compensation, and selection for training, including apprenticeship. The

CONSULTANT shall at all times be in compliance with the requirements of the

Federal Americans With Disabilities Act (Public Law 101-336) which prohibits discrimination on the basis of disability by public entities. The CONSULTANT agrees to post in conspicuous places available to employees and applicants for employment any notices provided by the TOWN setting forth the provisions of this non-discrimination clause.

14. Notice. All notices required by this Agreement shall be given to the TOWN and

CONSULTANT in writing, by first class mail, postage prepaid, addressed as follows:

TOWN: Town of Woodside

2955 Woodside Road

Woodside, CA 94062

Attention: Louis Sun, P.E., Director of Public Works

/ Town Engineer

CONSULTANT: XXXXXXXX

XXXXXXXX

XXXXXXXX

Attention: XXXXXXXX, XXXXXXXX

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15. Non-Assignment. This Agreement is not assignable either in whole or in part.

16. Amendments. This Agreement may be amended or modified only by written agreement signed by both parties.

17. Validity. 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.

18. Governing Law. This Agreement shall be governed by the laws of the State of

California and any suit or action initiated by either party shall be brought in the

County of San Mateo, California. In the event of litigation between the parties hereto to enforce any provision of the Agreement, the unsuccessful party will pay the reasonable attorney’s fees and expenses of litigation of the successful party.

19. Mediation. Should any dispute arise out of this Agreement, the parties shall meet in mediation and attempt to reach a resolution with the assistance of a mutually acceptable mediator. Neither party shall be permitted to file legal action without first meeting in mediation and making a good faith attempt to reach a mediated resolution. The costs of the mediator, if any, shall be paid equally by the parties.

If a mediated settlement is reached neither party shall be deemed the prevailing party for purposes of the settlement, and each party shall bear its own legal costs.

20. Conflict of Interest. CONSULTANT may serve other clients, but none who conduct business that would place CONSULTANT in a "conflict of interest" as that term is defined in State law.

21. Entire Agreement. This Agreement, including Exhibits A and B comprise the entire

Agreement.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed on the date first above written by their respective officers duly authorized in that behalf.

TOWN OF WOODSIDE:

Dated: _________________________________

Pamela Antil, Interim Town Manager

ATTEST:

Dated: ________________________________

Jennifer Li, Town Clerk

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APPROVED AS TO FORM:

Dated:

Jean Savaree, Town Attorney

CONSULTANT:

Dated: _________________ ________________________________

XXXXXXXXX