HomeMy WebLinkAboutGuiliani & Kull, Inc. (10)AGREEMENT
THIS AGREEMENT is made and entered 'Into on th(day of I_WCA, 2019 by and
0
between the TOWN OF LOS ALTOS HILLS (hereinafter referred to as "TOWN") and
Giuliani & Kull, the. (hereinafter referred to as "CONTRACTOR"). In consideration of
their mutual covenants, the parties hereto agree as follows,.,
1. CONTRACTOR. Shall rot id or furnish the follo\Mn g specified services and/or
materials:
Furnish and 'Install new benchmark to replacing missing
benchmark #5 at the intersection of El Monte Road and
Surnmerhill. Avenue.
2. EXHIBITS. The following attached exhibits are hereby incorporated into and made
a part of this Agreement,:
Proposal from CONTRACTOR dated July 19, 2019 email
3. TERMS. Theservices and/or materials furnished under this Agreement shall
commence 71��qj I q and shall be completed by e3 q
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 Six hundred dollars
and zero cents ($600,00) 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 con.sistent 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 anyinterest or late
charges on any payments from Town to CONTRACTOR.
CONTRACTOR 'is responsible for monitoring its own forces/employeeslagtints/
subcontractors to ensure delivery of goods/services within -the terms of this
Agreement. TOWN will not accept or compensate CONTRACTOR for
incomplete good s/services.
Town of Los Altos Hills Page 1 of 4
Short form
Updated 4123/10
b. UtNtKAL I tKIVB! %4> ANU UUINUI I IUIV�o.
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 officer, , 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:
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 lim'it.
iii. AUTOMOBILE INSURANCE,*,, $1 000,000.00 per occurrence.
- ft
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."
Prior to commencement of services,
Vi CERTIFICATE OF INSURANCEV
evidence of insurance coverage must be shown by a properly
vi
executed certificate of insurance and it shall name "The Town of Los
Altos Hills, its eleotive and appointed officers, employees, � and
volunteers" as additional insureds.
vii. To prevent delay and ensure compliance with this Agreement, the
insurance Gertificata s, and endorsements must be submitted to:
Town of Los Altos Hills
26379 Fremont Road
Los Altos Hills, CA 94022
Town of Los Aftos Hills Page 2 of 4
Short form
Updated 4/23MO
c. NON-DISCRI MI NATION. 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 nota contra ' ct 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 dOGUments 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 hirepursuant 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
Shr.'xHl'orm
Updated 423flo
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 acGorlin g 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:
Nichol Bowersox
Public Works Director
_71AW147
Town of Los Altos H"lls
26379 Fremont Road Signature Date
Los Altos Hills, CA 94022
Rikze
Vpz 5VN
Print name, Title 419
TOWN OF LOS ALTOS HILLS,-,
By:
Carl Cahill, City anager Date
Town of Los Altos Hills Page 4 of 4
Short form
Updated 412,3110
won
ForrnWW9 Request for Taxpayer
fflev. October 2007�
DeIdentification Numbee and Certificafi
pwftnent of Ohe Tro=ury ion
pevertue
010010-
Name]a shown on your income
I tax mturn)
I aL
6usirtqss name., if 4rent ftm abova
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X Partnerahip
(,'heck appropriate box: IndilAduaWsoleproprie-tor Cor,0oreefion
F7 Lim '
its ffa.bilfty companil. Enter the tax. claaarkation (0=d1aregarded entity, C=carporation, p' P=partnershI0.
Other i(see iriatrLCbknsj� *- . i I
Ad,dreaa (bumber. atm. and abt- me _m rar. m&.,,
City-, aWfe, and ZIP crude
List acoovnt number(a) hers
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.ir iueninicaiion, NuMber I
Olve form to the
requastor,, Do not
send to the IRS*
EX-Mpt
Requ'Sstees nania and addreas (oona
r1 pti-
Town of Los Altos Hills
26379 Frombnt Road
Los Altos Hills. CA 94022
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Enter your TIN in the aPprophate box, The TIN Provided must matCh thf,� nfalne, given on Una I to avoid S N1 $Ocur4 number
back-up'lMithhol'ding, For incilifiduals., this is your sopoial secu' -it
r
Ity i ,.imbar (SSN.). Hovitavor, for a rasident.
allan, sole proprietor, or dlisreg; arded entivy, see the Part, I Instruotiona on page 3. For other antities, it is
youremployar fdonlification number (EINI. . If you do not have a number, see. How to ge
t a 77PI on page S. or
Note. If the accoun.1 is in more, than o,94 name, sc-a the chart on Page, 4 for guyidelines on whose I We
I TPOYOri rdificationnumbar
number to outer_
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0-er'dTicakion
Under Penalties of pedurj, I certify that:
11, The number shown on this form is my correct tax -payer Identification number (or I am walting for a number to be issued tome), and
2, 1 am not subject. to backup Withholding because, (a) I am emempt from backup Withholding, or (b) I have not been notified by tho, Internal
RevenLIA. Servilce (IRS) that I am aubject to baokup withholdiing as a result of a failurtz, to report all interest or dMildends, or (q) the IRS has
notified rna that I am no bonier subjact to backup vilth.holding, and
3� I M a U.S. citizen or other, U.S. person (dGlinadf below),
Certificatlot-r Instruotions. You, must CrOss out Item 2 above if YOU hra-ve been notified by the IRS that you are currently suk>jeot to ba
*UP
'holding because you have failed to rep et all interest and djvff�nds on youray, return. For real estate transactions, item 2 does not apply,
For mortgags interest paid, acquisition or abandonmant of secured property, ewer--flaftf-I Of debt, Gontn'butions to art individual rafirsament
arrangament (IRN), and generally, Payments other Vian inter-est and dividends, you, are not required to sign the Gera fikation, but YOU MUst
provide your correct TIN. Sao the Instructions on Page 4.
_0 _,e J
Sign Signature of
Here I U.S. person 00 -
Date )0 -
General Instructions
Deffnition of a US. person. For federal to PU'rpc�.Ses, you are
Sectior, references ire lothe Internal FlIevenue, .erode unless
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f',onsidGred a U.S, forsor If fou ire;
otherwize noted.
* Art individual Who is a U.S. ruitizen or U.S. resident alien,:
Purpose of Form
# A partnership, corporation, company, or assoclation created or
A person the Is reduljred to file an informottion return with the
organized in the United States or under the laws of tile, United
States,
IRS Must obtain your correct taxpayer identification nurnbA.r (TIN)
I J estate report, for example ' bcomQ paid to you, reel
0 An estate (other than 8L foreign esitall , or
81)
transactions, mortgage interest you paid, aoqu[,9fti1on or
A domestic tru!5t as defined in Regulattons section
301.7-IT701-7).
abandonment of secured property, cancellation of dept, or
contributions you Made to an IRA.
SPe*1all rules for pminerships. Partnerships thal., oonduqt a
Use Form W-9 only if you are a U.S. person (inofudinga
trade or business in the United States are- generally required to
resident zjji�n)' to pr0VIde youl, correct TIN to the person
requesting R (the requester) and, when applicable, to;
pay a vidthholding ta Y, for
x on an, - " oig n Part ners- " sham of In co rr�a-
from sue.',h business. Further, *fore ce-tafin cases where a Form W-9
Cerf.4- that the TIN you are givir .9 corrwt f:or you are,
Waiting for a number to be Issued),
has riot been received, a partnership Is required to presurrp, that
a partner Is a foreign person, end pay the withholding tax.
Therefore, If you are -a U. -S _ pc i -rson that is a partner In a
2. Certify that you -re not subject to backup Wilthholdling, or
parftrier!ahip conducting a trade or business In the United States,
3, Glairn exemption from backup withholding if you are a U.S.
OXOMPt Payee. If applicable, you are adocertifying that
provide Form W-9 to the partnership to e�tablish your U.S.
status and avoid MtMolding on your shar4 of partriershlp
as a
U.S. person, your allocable share off any partnership Incorrie from
lnoome.
e U.S. trade or buslness is riot subject to the withholding tax on
foreign paftners' share Of 01
ffGotivoly
The person who games Form W-9 to the partnership for
purposes Of establish it- U,S,
connected Irl rue.
status and avoiding withholding
Note.. if a r-questar g*
IVOS you a form other than Form W-9 to
on R-9 allocable sharp, of net income- from the partnership
request your TIN, YOU must use the requastc-r's form if R is
conductinc a trade or business in the Unfted
follavving asos: -States is in the
substantial,ly similar to this Form W-.9.
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The U.S. owner of a dIsregardod, entity and not the entfty,
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Cat, Neo �
1022SIX Form W-9 (Roo. 10-20071