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HomeMy WebLinkAboutGuiliani & Kull, Inc. (4) L+ AGREEMENT fl.S'C THIS AGREEMENT is made and entered into on theday of /441, 2015 by and between the TOWN OF LOS ALTOS HILLS (hereinafter referred to as "TOWN") and Giuliani & Kull, Inc. (hereinafter referred to as "CONTRACTOR"). In consideration of their mutual covenants, the parties hereto agree as follows: 1. CONTRACTOR. Shall provide or furnish the following specified services and/or materials: Perform pathway design and surveying services and prepare engineering bid documents along the rear of 11627, 11633 & 11637 Rebecca Lane (Bob Stutz's path). 2. EXHIBITS. The following attached exhibits are hereby incorporated into and made a part of this Agreement: Proposal from CONTRACTOR dated May 13, 2015 3. TERMS. The se ices and/or materials furnished under this Agreement shall commence 574+ " and shall be completed by 2144/rr , unless terminated pursuant to Section 5(f). 4. COMPENSATION. For the full performance of this Agreement: a. TOWN shall pay CONTRACTOR an amount not to exceed Eight thousand five hundred dollars and zero cents ($8,500.00) within thirty (30) days following receipt of invoice and completion/delivery of services/goods as detailed in Sections 1, 2, and 3 of this Agreement and only upon satisfactory delivery/completion of goods/services in a manner consistent with professional/industry standards for the area in which CONTRACTOR operates. TOWN is not responsible for paying for any work done by CONTRACTOR or any subcontractor above and beyond the not to exceed amount. b. Town shall not reimburse for any of CONTRACTOR's costs or expenses to deliver any services/goods. Town shall not be responsible for any interest or late charges on any payments from Town to CONTRACTOR. c. CONTRACTOR is responsible for monitoring its own forces/employees/agents/ subcontractors to ensure delivery of goods/services within the terms of this Agreement. TOWN will not accept or compensate CONTRACTOR for incomplete goods/services. Town of Los Altos Hills Page 1 of 4 Shod km updated 4/23/10 `i 5. GENERAL TERMS AND CONDITIONS. a. HOLD HARMLESS. CONTRACTOR agrees to indemnify, defend and hold harmless the TOWN, its officers, agents and employees from any and all demands, claims or liability of personal injury (including death) and property damage of any nature, caused by or arising out of the performance of CONTRACTOR under this Agreement. With regard to CONTRACTOR'S work product, CONTRACTOR agrees to indemnify, defend and hold harmless the TOWN, its officers, agents and employees from any and all demands, claims or liability of any nature to the extent caused by the negligent performance of CONTRACTOR under this Agreement. b. INSURANCE. CONTRACTOR shall file with the TOWN a certificate of insurance before commencing any services under this Agreement as follows: i. WORKERS COMPENSATION INSURANCE: Minimum statutory limits. ii. COMMERCIAL GENERAL LIABILITY AND PROPERTY DAMAGE INSURANCE: General Liability and Property Damage Combined. $1,000,000.00 per occurrence including comprehensive form, personal injury, broad form personal damage, contractual and premises/operation, all on an occurrence basis. If an aggregate limit exists, it shall apply separately or be no less than two (2) times the occurrence limit. iii. AUTOMOBILE INSURANCE: $1,000,000.00 per occurrence. iv. ERRORS AND OMISSIONS INSURANCE: $1,000,000.00 aggregate. v. NOTICE OF CANCELLATION: The City requires 30 days written notice of cancellation. Additionally, the notice statement on the certificate should not include the wording "endeavor to" or "but failure to mail such notice shall impose no obligation or liability of any kind upon the company, its agents or representatives." vi. CERTIFICATE OF INSURANCE: Prior to commencement of services, evidence of insurance coverage must be shown by a properly executed certificate of insurance and it shall name "The Town of Los Altos Hills, its elective and appointed officers, employees, and volunteers" as additional insureds. vii. To prevent delay and ensure compliance with this Agreement, the insurance certificates and endorsements must be submitted to: Town of Los Altos Hills 26379 Fremont Road Los Altos Hills, CA 94022 Town of Los Altos Hills Page 2 of 4 Short arm upmi"d veano V V c. NON-DISCRIMINATION. No discrimination shall be made in the employment of persons under this Agreement because of the race, color, national origin, age, ancestry, religion or sex of such person. d. INTEREST OF CONTRACTOR. It is understood and agreed that this Agreement is not a contract of employment and does not create an employer- employee relationship between the TOWN and CONTRACTOR. At all times CONTRACTOR shall be an independent contractor and CONTRACTOR is not authorized to bind the TOWN to any contracts or other obligations without the express written consent of the TOWN. In executing this Agreement, CONTRACTOR certifies that no one who has or will have any financial interest under this Agreement is an officer or employee of TOWN. e. CHANGES. This Agreement shall not be assigned or transferred without advance written consent of the TOWN. No changes or variations of any kind are authorized without the written consent of the City Manager. This Agreement may only be amended by a written instrument signed by both parties. f. TERMINATION. This Agreement may be terminated by TOWN upon seven (7) days written notice to CONTRACTOR. Monies owed for work satisfactorily completed shall be paid to CONTRACTOR within 14 days of termination. g. RECORDS. All reports, data, maps, models, charts, studies, surveys, calculations, photographs, memoranda, plans, studies, specifications, records, files, or any other documents or materials, in electronic or any other form, that are prepared or obtained pursuant to this Agreement and that relate to the matters covered hereunder shall be the property of the TOWN. CONTRACTOR hereby agrees to deliver those documents to the TOWN at any time upon demand of the TOWN. It is understood and agreed that the documents and other materials, including but not limited to those described above, prepared pursuant to this Agreement are prepared specifically for the TOWN and are not necessarily suitable for any future or other use. Failure by CONTRACTOR to deliver these documents to the TOWN within a reasonable time period or as specified by the TOWN shall be a material breach of this Agreement. TOWN and CONTRACTOR agree that until final approval by TOWN, all data, plans, specifications, reports and other documents are preliminary drafts not kept by the TOWN in the ordinary course of business and will not be disclosed to third parties without prior written consent of both parties. All work products submitted to the TOWN pursuant to this Agreement shall be deemed a "work for hire." Upon submission of any work for hire pursuant to this Agreement, and acceptance by the TOWN as complete, non-exclusive title to copyright of said work for hire shall transfer to the TOWN. The compensation recited in Section 4 shall be deemed to be sufficient consideration for said transfer of copyright. CONTRACTOR retains the right to use any project records, documents and materials for marketing of their professional services. Town of Los Altos Hills Page 3 of 4 Short mrm Updated 4123/10 410 V h. ENTIRE AGREEMENT. This Agreement represents the entire agreement between the Parties. Any ambiguities or disputed terms between this Agreement and any attached Exhibits shall be interpreted according to the language in this Agreement and not the Exhibits. 6. INVOICING. Send all invoices to the contract coordinator at the address below. This Agreement shall become effective upon its approval and execution by TOWN. In witness whereof, the parties have executed this Agreement the day and year first written above. CONTRACT COORDINATOR and representative for TOWN: CONTRACTOR: 7A4/4.4, 41 Mutt--54.a h,a.',mr._ Richard Chiu Public Works Director Town of Los Altos Hills By: h'fl# " 26379 Fremont Road Signature Date Los Altos Hills, CA 94022 MAO, 4,/4Q.n-3y OFria"i'7hmenz- Print name, Title TOWN OF LOS ALTO HILLS: By: ( 4v / 5/2 2- 0/ri Carl Cahill, dy Manager ate Town of Los Altos Hills Page 4 of 4 Short lam Updaled 423/10 V Revised May 13, 2015 Richard Chiu Public Works Director Town of Los Altos Hills, 26379 Fremont Road Los Altos Hills, CA 94022 re: Proposal for Design and Surveying Services Pathway Design for 11627-11637 Rebecca Lane, Los Altos Hills, California Dear Richard; Thank you for the opportunity to offer design and surveying services for your project in Los Altos Hills. The attached proposal describes in detail the specific task items required for the preparation of the engineering documents for the construction of a pathway along the rear of the subject properties, (along the edge of the CalTrans Right of Way at the off- ramp of Hwy 280, at Magdalena Road). If this proposal is acceptable, please sign in the space provided and initial all six sides of the attached Standard Provisions. A returned copy will be our authorization to proceed. We look forward to working with you on this project. Sincerely, Giuliani & Kull, Inc. Mark A. Helton, PE, PLS J EXHIBIT "A" AGREEMENT PROPOSAL FOR DESIGN AND SURVEYING SERVICES Pathway Design for 11627-11637 Rebecca Lane Los Altos Hills, California CLIENT Richard Chiu Public Works Director Town of Los Altos Hills, 26379 Fremont Road Los Altos Hills, CA 94022 CONSULTANT Giuliani & Kull, Inc. 4880 Stevens Creek Blvd., Suite 205 San Jose, California 95129 This agreement entered into in San Jose, California hereby binds the Client and the Consultant to the following scope of services and compensation: PROJECT DESCRIPTION The proposed project is the preparation of engineering bid documents for the construction of a pathway along the rear of the subject properties, (along the edge of the CalTrans Right of Way at the off-ramp of Hwy 280, at Magdalena Road), in the Town of Los Altos Hills. SCOPE OF SERVICES The following scope of services is offered for the completion of the surveying work effort: Task 1 - Surveying Services Giuliani & Kull, Inc. will prepare a Partial Topographic Survey of the area in and immediately around the pathway easements over the subject parcels of land. These properties have an APN of 336-45-006, 007 & 008. The survey will show the ends of the existing pathways, fences, mature trees, (any tree with a diameter of 6 inches or Page 2 of 5 Pages Engineering Services for Pathway Design larger), as well as their canopies. This survey will be tied to the Town's benchmark circuit. This work shall be performed within thirty (30) calendar days of our notice to proceed. Task 2 - Pathway Design Documents Giuliani & Kull, Inc. will prepare Pathway Improvement Plans and specifications for the subject pathway. This pathway will be a Town Standard Type II pathway. The pathway will be designed within the existing 10 foot wide pathway easement. (Therefore mature trees may be required to be removed.) Grading and Drainage will be provided to ensure the pathway will not be impacted by concentrated surface drainage flows, although sheet flow will be allowed to cross it. In addition, an engineer's estimate will be prepared for the work involved. This work shall be performed within sixty (60) calendar days of our notice to proceed. SERVICES NOT INCLUDED The following services are specifically not included as part of the consultants work effort under this contract: (a) Soils or geotechnical engineering services (b) Boundary Surveying (c) Erosion Control Plans (d) Construction Staking The above listing is not intended to be exhaustive and shall not be construed to include any work as offered under this proposal specifically identified in the Scope of Services. COMPLETION OF WORK See Exhibit "B" COST OF SERVICES See Exhibit"C" 4 Page 3 of 5 Pages Engineering Services for Pathway Design TERMS The services described herein will be provided in accordance with the attached Standard Provisions of Agreement. The services described herein will be provided in accordance with the attached Standard Provisions of Agreement. Compensation shall be payable monthly as the work is performed. Invoices shall be payable within 30 days of the date of invoice. Extra work items or other additional services (beyond those described herein) will be provided in accordance with our standard schedule of hourly rates in effect at the time the work is performed. If this proposal is acceptable, please sign one copy and initial all six sides of the standard provisions attached hereto. A returned copy will be our authorization to proceed. Respectfully Submitted, Accepted, Giuliani & Kull, Inc Town of Los Altos Hills Mark A. Helton, PE, PLS Richard Chiu Date 4 `r1 EXHIBIT "B" COMPLETION OF WORK Task 1 of this work effort shall be performed within thirty (30) calendar days of our notice to proceed. Task 2 of this work effort shall be performed within sixty (60) calendar days of our notice to proceed. 4 Page 5 of 5 Pages Old Page Mill Road EXHIBIT "C" COST OF SERVICES The professional services described in the Scope of Services are offered for the following fees: Total Cost of Services $8,500.00 The services described herein will be provided in accordance with the attached Standard Provisions of Agreement. Compensation shall be payable monthly as the work is performed. Invoices shall be payable within 30 days of the date of invoice. • 0 +J mom, W-9 Request for Taxpayer Rive form to the (Rev October 200') Identification Number and Certification requester. Do not U®uanent of the Trs xy send to the IRS. Imam Rewe.«Servo« Nome(as shown on your Income tett retry o 6'i _ , r £ LL_Sfbv 7oSzr-y )AG,_____ aBusiness mime,if different from above Check appWrlate box: E Ind'wauolrsole proprietor ,t9 coporeoon C] PannsrsNp B.•mPt ❑ Limited lability company Enter umtea dmelliwtlon,D_dlsregarded entity,c=urpaotim,P ,&tnerah0)E payee b 2 ❑ Beer h•almsxume • E C Addre-(number,street,end apt.or suite no) Requesters nave and address(o(optl«®p e S'SO STui/Eer attest ��v/t�4«> Town of Los Altos Hills 9 city,state,.� and ZIP Dewe 26379 Fremont Road 3i Ara 7oSE, CA .4-72-7 Los Altos Hills,CA 94022 Llrl account number(s)here(optional) Part I Taxpayer Identification Number (TIN) Eller your TIN In the appropriate box.The TIN provided must match the name given on Une 1 to avoid f Social security number backup withholding. Fa individuals,this Is your social seoullty number(SSN) However,for a resident alien,sole proprietor,or disregarded entity,see the Part I instructions en page 3 For other entities,it is your employer Identification nunber(MN). If you do not have a number,see How to get a EN on page 3. or Note. II the account Is yi more than one name, see the chart on page 4 for guidelines on whose Ey^ployer ldentlflontion number number to enter. 77 244Y5-513e, l Certification Under penalties of penury, I certify that: 1 The number shown on this form is my correct taxpayer identification number(or I ten waiting for a number to be issued to me) and 2. I am not subject to backup withholding because:(a)I am exempt from backup withholding,or(b)I have not been notified by the Internal Revenue Service(IRS)that I am subject to backup withholding as a result of a(allure to report all Interest Of dividends,or(c)the IRS has notified me that I am no longer subject to backup withholding.and 3 I am a U.S. citizen or other U.S.person(defined below). Certification Instructions.You must cross out item 2 above If you have been notified by the IRS that you are currently subject to backup wlthhdding because you have failed to report at interest and dividends on your tax return.For real estate transactions,item 2 does not apply. For mortgage Interest paid,acquisition or abandonment of secured property,cancellation of debt,caltributlons to an individual retirement arrangement QRA).and generally,payments other than interest and dividends,you are not required to Sip the Certification,but you must provide your correct TIN.See the instructions on papa 4 Sign Sie ten of �� Here U.S.person• ®/! G/ Dote F S —0/S /j General Instructions Definition of a U.S. person. For federal tax purposes, you are considered a U.S person if you are: Section references ere to the Internal Revenue Code unless • An Indanddal who Is a US.citizen or U.S. resident alien, otherwise noted. • A partnership.corporation,company,or association created or Purpose of Form organized In the United States or under the laws of the United A person who is required to file an information return with the States. IRS must obtain your correct taxpayer Identification number(TIN) • An estate(other than a foreign estate), or to report,for example. Income paid to you.real estate • A domestic trust(as defined In Regulations section transactions,mortgage Interest you paid, acquisition or 301.7701-7). abandonment of secured property,cancellation of debt, or Special rules for partnersNps.Partnerships that conduct a contributions you made to an IRA trade or business in the United States are generally requfred to Use Form W-9 only If you are a U.S. person(including a pay a withholding tax on any foreign partners' share of Income resident alien),to provide your correct TIN to the person from such business. Further,In certain cases where a Form W-9 requesting it(the requester)and,when applicable,to: has rot been received, a partnership Is required to presume that 1. Certify that the TIN you are ebing Is correct(or you are a partner is a foreign person, and pay the withholding tax. waking for a number to be issued), Therefore if you are a U.S. person that Is a partner in a 2. Certify that you are not subject to backup wtthholding, or partnership conducting a trade or business In the United States.. provide Form W-9 to the partnership to establish your U.S. 3.Claim exemption from backup withholding If you are a U.S. status and avoid whhholding on Mr share of partnership exempt payee. If applicable,you are also certifying that as a Income. U.S. person,your allocable share of any partnership income from The person who gives Form W-9 to the partnership for a V.S.trade or business Is not subject to the Withholding tax on purposes c establishing Its U.S. status and avoiding withholding foreign partners' share of effectively connected Incomeon its allocable share of net Income from the partnership Note. If a requester gies you a form other than Form W-9 to conducting a trade or business in the United States Is In the request your TN,you must use the requester's form if It Is following cases: substantially similar to this Form W-9. • The U.S.owner of a disregarded entity and not the entity, Cat No.10231% Form W-9 (Rev.10-20071