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HomeMy WebLinkAboutGuiliani & Kull, Inc. (6) AGREEMENT THIS AGREEMENT is made and entered into on the 1s' day of August, 2018 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: a) Survey the entire rear property lines of 12933 and 12940 Atherton Court; b) Approximately 53 points will be set in the field that will mark: 1. The entire survey line, including at each change in direction along the property lines being surveyed and at intervals between the direction changes if the distance between direction changes is over 50 feet; 2. At points that are twenty (20) feet south of the surveyed property lines to mark the 20 foot easement on 12933 and 12940 Atherton Court; 3. At points that are 10 feet to the north of the surveyed property line on 12933 Atherton Court to mark the 10 foot easement on 13643 Wildcrest Drive 2. EXHIBITS. The following attached exhibits are hereby incorporated into and made a part of this Agreement: Proposal from CONTRACTOR as indicated in e-mails dated July 25, 2018 and July 26, 2018 3. TERMS. The services and/or materials furnished under this Agreement shall commence no earlier than August 9, 2018 and shall be completed by August 15, 2018, 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 four thousand, five hundred dollars and zero cents ($4,500.00)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 Town of Las Altos Hills Page I of 4 Short form Updated 423tl0 Agreement. TOWN will not accept or compensate CONTRACTOR for incomplete goods/services. 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. Town of Los Altos Hills Page 2 of 4 Shod form Updated 4123110 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 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- Town of Los Altos Hills Page 3 of 4 Short form Updated 4m110 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. 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: Steve Padovan Project Manager <ryy / Town of Los Altos Hills By: c i,! 9 S 6 -/8 26379 Fremont Road Signature Date Los Altos Hills, CA 94022 04(A :I' ; .f, L11475 iRkeck Print name,Title TOWN OF LOS ALTOS Id d S: By: �� . A A • —<,.,� Carl Cahill, ity Manager Date Town of Los Altos Hills Page 4 of 4 Short lane updated 4133110 Form W-9 Request for Taxpayer Give form to the (Rtiv odobef 2007) Identification Number and Certification requester. Do not send to the IRS. e Revenueiernan =lir Name(as shown on your income tax return) el 4IVL./A-mi £b i-suLL<TN`. sr Business name,if different from above p� n appropriate box: n Indvpual,eole proprietor 'Y Corporal j PaMwahp O 11 L I Limited liability company Enter the tax daasR eon(Daddregaree] try,C_rapuaticn tan tnarxhip)• I_.I Exempt h 5 ❑ un a n•exewe. • • - rare? aE Address(numbed,easel.and apt w suite no.) Su s'rG loS Requester's none and address(opeomo -. al gees �i EVants C.KeZJ�-_S.v� Town of maters Hess u city,eats and ZIP code 26379 Fremont Road 32 �f4aJ J sjSl2�_ _ Inosuiosliios,cit134022 3 List account numbed*here(optional)Taxpayer Identification Number 9(71651) Enteryour TIN the box The TIN provided must match the name given on Line 1 to avoid 5 ty number backup withholding. For mdvlduale this is your social security number(SSN) However,for a resident alien.sole proprietor.or disregarded entity,see the Part I instructions on page 3 For other entities.It is your employer identification number(EIN). If you do not have a number,see How to get a TIN on page 3 or Note.If account unt is in more than one name,see the chart on page 0 for guidelines on whose Employer identification member number to enter. 57zsel9SSo Part II Certification Under penalties of perjury,I certify that 1. The number shown on this form is my correct taxpayer identification number for I am waiting for a number to be inued 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 failure to report all interest or dividends, or(c)the IRS has notified me That I am no longer subject to backup withholding. and 3 I am a US citizen or other U.S person(defined below) Certification Instructions.You must cross out item 2 above it you have been notified by the IRS that you are currently subject to backup withholding because you have failed to report all 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,contributions to an individual retirement arrangement(IRA).and generally,payments other than interest and dividendsyou are not required to sign the Certificationbut you must provide your correct TIN.See the instructions on page 4 Sign signal..or Here its.person ra gt Date IP 6-e 78 General Instructions Degnitlon of a U.S. person. For federal tax purposes. you are Section references are to the Internal Revenue Code unless considered a U.S.person if you are otherwise noted. • An individual who is a U.S. citizen or U.S.resident alien. • 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 3017701-7). abandonment of secured property. cancellation of debt or contributions you made to an IRA. Special rules for partnerships.Partnerships that conduct a trade or business in the United States are generally required to Use Form W-9 only if you we 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. tohas not been receiveda partnership is required to presume that 1 Certify that the TIN you are giving is correct(or you are a partner is a foreign person, and pay the withholding tax wading for a number to be issued). Therefore. if you axe a U.S. person that is a partner in a 2. Gird Ry that you are not subject to backup withholding, 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 withholding on your 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 U S trade or business is not subject to the withholding tax on purposes of 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 gives you a form other than Form W-9 to conducting a trade or business in the United States is in the request your TIN.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. 10231X Form Wag (Rev.10-2007) Steve Padovan From: Mark A. Helton <mhelton@gkengineers.com> Sent: Thursday, July 26, 2018 4:40 PM To: Steve Padovan Cc: Suzanne Avila; Carl Cahill Subject: RE: Property line and pathway easement survey- Los Altos Hills Yep! That is what we figured on. Sincerely, Mark A. Helton, PE,PLS Giuliani &Kull, Inc. 4880 Stevens Creek Blvd., Suite 205 San Jose, CA 95129 Tel. (408)615-4000 x1 Fax. (408)615-4004 From: Steve Padovan [mailto:spadovan@losaltoshills.ca.gov] Sent: Thursday, July 26, 2018 4:11 PM To: Mark A. Helton Cc: Suzanne Avila; Carl Cahill Subject: RE: Property line and pathway easement survey- Los Altos Hills Hello Mark, Thank you again for providing that cost estimate. To confirm that the Town and your firm are in agreement on the scope of work, please confirm the following: 1. Your firm will survey the entire rear property lines of 12933 and 12940 Atherton Court; 2. Approximately 53 points will be set in the field that will mark: a. The entire survey line, including at each change in direction along the property lines being surveyed and at intervals between the direction changes if the distance between direction changes is over 50 feet; b. At points that are twenty(20)feet south of the surveyed property lines to mark the 20 foot easement; c. At points that are 10 feet to the north of the surveyed property line on 12933 Atherton Court to mark the 10 foot easement on 13643 Wildcrest Drive Please respond at your earliest convenience. Thank you. Steve Padovan Consultant Planner Town of Los Altos Hills ph (650) 947-2509 soadovan@losaltoshills.ca.gov 1 From:Mark A. Helton<mhelton@gkengineers.com> Sent:Wednesday,July 25, 2018 4:08 PM To:Steve Padovan<spadovan@losaltoshills.ca.gov> Cc:Suzanne Avila<savila@losaltoshills.ca.gov> Subject: RE: Property line and pathway easement survey-Los Altos Hills Hey Steve and Suzanne, Okay, so Rodd and I sat down and looked at this. The cost will be$3,900. (There will be approximately 53* points that he will be setting in the field. Given that this area is extremely brushy, it will take him about two days in the field to do all of this.) Let me know if that works for you, and if you need a formal proposal. (If you have any questions or comments,feel free to contact me.) Sincerely, Mark A. Helton, PE,PLS Giuliani&Kull, Inc. 4880 Stevens Creek Blvd., Suite 205 San Jose, CA 95129 Tel. (408)615-4000 x1 Fax. (408)615-4004 From: Steve Padovan (mailto:spadovan@losaltoshills.ca.gov] Sent: Tuesday, July 24, 2018 3:46 PM To: Mark A. Helton Subject: FW: Property line and pathway easement survey - Los Altos Hills Steve Padovan Consultant Planner Town of Los Altos Hills ph(650) 947-2509 $Dadovan @ losaltoshills.ca.goy From:Steve Padovan Sent:Thursday,July 19, 2018 5:08 PM To:Suzanne Avila<savila@Iosaltoshills.ca.gov> Cc:Allen Chen<achen@Iosaltoshills.ca.gov> Subject: RE: Property line and pathway easement survey-Los Altos Hills Hi Mark, 2