HomeMy WebLinkAboutHexagon Transportation Consultants, Inc. -J'I
AGREEMENT
THIS AGREEMENT is made and entered into on the 5tk day of AleVr, 2014 by
and between the TOWN OF LOS ALTOS HILLS (hereinafter referred to as "TOWN")
and Hexagon Transportation Consultants, 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.
Provide Traffic Counts for seventeen (17) street segments in
Los Altos Hills, California
2. EXHIBITS The following attached exhibits are hereby incorporated into and made
a part of this Agreement:
Proposal from CONTRACTOR dated July 30, 2014
3 TERMS The services and/or materials furnished undej this Agreement shall
commence 7/3o//4and shall be completed by to/3 t/'( , 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 one thousand seven
dollars and zero cents ($ 1,700 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
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Updated 4123110
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
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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
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Updated 4/23/10
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.
Richard Chiu /
Public Works Director
Town of Los Altos Hills By' ;=
26379 Fremont Road .i n: re Date
Los Altos Hills, CA 94022
Gcur \ *kc.k , C"hik
Print name,Title
TOWN OF LOS ALTOS HILLS
By. Car10--Cjiel0
1
Carl Cahill,City Manager DIDILi
to
Town of Los Altos Hills Page 4 of 4
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Updated 4123110
1-I [XAOM TRANSPORTATION CONSULTANTS, INC.
July 30, 2014
Mr Richard Chiu
Town of Los Altos Hills
26379 Fremont Road
Los Altos Hills, CA 94022
Subject: Proposal for Street Segment Traffic Counts
Dear Mr Chiu:
Hexagon Transportation Consultants, Inc. is pleased to submit this proposal to provide traffic
counts of 17 street segments to add to your data inventory The counts will be conducted for 48
hours per location using road tubes. The counts will be conducted on the 17 street segments
shown on the attached list.
The cost for collecting the traffic counts will be $100 per location, for a total cost of$1,700.
Thank you for your consideration of Hexagon Transportation Consultants for this assignment.
Sincerely,
HEXAGON TRANSPORTATION CONSULTANTS, INC.
A-7
Gary Black, President
1 Altamont Road, Page Mill Road to Taaffe
2. Altamont Road, Taaffe Road to Moody Road
3 Arastradero, Purissima to Page Mill Road
4 El Monte Road, Summerhill to 1-280
5 El Monte Road, 1-280 to Moody Road
6. Elena Road, Purissima to Robleda
7 Elena Road, Robleda to Moody Road
8 La Cresta Drive,Arastradero to End
9 Magdalena, Summerhill to 1-280
10 Miranda, Estacada to Fremont
11 Moody Road, El Monte to Altamont
12. Natoma Road, Elena to Altamont
13. Page Mill Road, between Matadero Creek Lane and Via Ventana
14 Page Mill Road, Via Ventana to Altamont
15. Ravensbury, Magdalena to Camino Hermosa
16. Robleda , Purissima to Fremont
17 Summerhill, El Monte to Magdalena
111 W.St.John Street,Suite 850•San Jose,California 95113•phone 408.971.6100•fax 408.971.6102 www.hextrans.com
Form VLA-9 Request for Taxpayer Give Form to the
(Rev.August 2013) Identification Number and Certification requester Do not
Department of the Treasury send to the IRS.
Internal Revenue Service
Name(as shown on your income tax return)
Hexagon Transportation Consultants,Inc.
Business name/disregarded entity name,if different from above
m
tr
m
CL Check appropriate box for federal tax classification: Exemptions(see instructions):
c
c ❑Individual/sole proprietor 0 C Corporation ❑✓ S Corporation 0 Partnership 0 Trust/estate
a o Exempt payee code(if any)
0 Limited liability company.Enter the tax classification(C=C corporation,S=S corporation,P=partnership)► Exemption from FATCA reporting
o is
c = code(if any)
t 0 Other(see instructions)►
Address(number,street,and apt.or suite no.) Requester's name and address(optional)
a 111 West Saint John Street,Suite 850
City,state,and ZIP code
co San Jose,CA 95113
List account number(s)here(optional)
Part,I Taxpayer Identification Number(TIN)
Enter your TIN in the appropriate box.The TIN provided must match the name given on the"Name"line I Social security number
to avoid backup withholding.For individuals,this is your social security number(SSN).However,for a r I I 1
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.
Note.If the account is in more than one name,see the chart on page 4 for guidelines on whose Employer identification number
number to enter r-- l
7 7 —I0i4I718i6i7151
Part Il Certification
Under penalties of perjury,I certify that:
1 The number shown on this form is my correct taxpayer identification number(orl am 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 beennotified 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 U.S.citizen or other U.S.person(defined below),and
4.The FATCA code(s)entered on this form(if any)indicating that I am exempt from FATCA reporting is correct.
Certification instructions.You must cross out item 2 above if 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 abando ent of secured property,cancellation of debt,contributions to an individual retirement arrangement(IRA),and
generally,payments other than into St and dividends,you are not required to sign the certification,but you must provide your correct TIN.See the
instructions on page 3.
Sign Signature of
Here u;s.person► J Date►
General Instruction withholding tax on foreign partners'share of effectively connected income,and
4.Certify that FATCA code(s)entered on this form(if any)indicating that you are
Section references are to the Internal Revers Code unless otherwise noted. exempt from the FATCA reporting,is correct.
Future developments.The IRS has created a page on IRS.gov for information Note.If you are a U.S.person and a requester gives you a form other than Form
about-Form W-9,at www.irs.gov/w9.Information about any future developments W-9 to request your TIN,you must use the requester's form if it is substantial)
affecting Form W-9(such as legislation enacted after we release It)will be posted similar to this Form W-9. y
on that page.
Definition of a U.S.person.For federal tax purposes,you are considered a U.S.
Purpose of Form person if you are:
A person who is required to file an information return with the IRS must obtain your ' individual who is a U.S.citizen or U.S.resident alien,
correct taxpayer identification number(TIN)to report,for example,income paid to •A partnership,corporation,company,or association created or organized in the
you,payments made to you in settlement of payment card and third party network United States or under the laws of the United States;
transactions,real estate transactions,mortgage interest you paid,,acquisition or •An estate(other than a foreign estate),or
abandonment of secured property,cancellation of debt,or contributions you made
to an IRA. •A domestic trust(as defined in Regulations section 301.7701-7).
Use Form W-9 only if you are a U.S.person(including a resident alien),to Special rules for partnerships.Partnerships that conduct a trade or business in
provide your correct TIN to the person requesting it(the requester)and,when the United States are generally required to pay a withholding tax under section
applicable,to: 1446 on any foreign partners'share of effectively connected taxable income from
such business.Further in certain cases where a Form W-9 has not been received,
1.Certify that the TIN you are giving is correct(or you are waiting for a number the rules under section 1446 require a partnership to presume thata partner is a
to be issued), foreign person,and pay the section 1446 withholding tax.Therefore,if you are a
2.Certify that you are not subject to backup withholding,or U.S.person that is a partner in a partnership conducting a trade or business in the
3.Claim exemption from backup withholding if you area U.S.exempt payee.If United States,provide Form W-9 to the partnership to establish your U.S.status
•applicable,you are also certifying that as a U.S.person,your allocable share of and avoid section 1446 withholding on your share of partnership income.
any partnership income from a U.S.trade or business is not subject to the ;
1
Cat.No.10231X Form W-9(Rev.8-2013)