HomeMy WebLinkAboutSofia Zander Design (2)AGREEMENT
THIS AGREEMENT is made and entered into on the 104� day of June , 2020 by and
between the TOWN OF LOS ALTOS HILLS (hereinafter referred to as "TOWN") and
Sofia Zander Design (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:
All below services are related to the existing pathway at
Central Drive which connects to Byrne Preserve and
Westwind Barn.
- Site Inspection: review existing conditions in the field and
provide potential solutions.
- Project Report: provide a written report of the findings of
the field inspection. The report will include photo
documentation, details of findings, detailed
recommendations, and any necessary diagrams.
2. EXHIBITS. The following attached exhibits are hereby incorporated into and made a
part of this Agreement:
Proposal from CONTRACTOR dated June 9, 2020
3. TERMS. The services and/or materials furnished under this Agreement shall
commence June 11, 2020 and shall be completed by June 30, 2020, 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 seven hundred twenty
dollars and zero cents ($720.00) 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
Short form
Updated 4/23/10
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:
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 form
Updated 4/23/10
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 form
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:
Nichol Bowersox
Public Works Director
Town of Los Altos Hills
26379 Fremont Road
Los Altos H ins, CA 94022
Town of Los Altos Hills
Short form
Updated 4/23110
CONTRACTOR:
By: (,(1 n" 1040
Sign Date
Print name, Title
TOWN OF LOS ALTOS H S:
By:
Carl Cahil City Man ger Dat
Page 4 of 4
Form 11Y'"9
Request for Taxpayer
Give tarns to the
(Rev. October 2007)
Identification Number and Certification
requester. Do not
Department of the TrHasury
+ A partnarshlp, corporation, company, or association created or
organized in the United States or under the laws of the United
send to the IRS.
Internal Revenue Service
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
Name (as shown on your income taut return)
m
Sofia Zander
abandonment of secured property, cancellation of debt, or
contributions you made to an IRA.
Business name, if different from above
4
Sofia Zander Design
d O
Check.appropriatebox: 91 Individual/Sole proprietor ❑ Corporation ❑ Partnership
Exempt
a partner is a foreign person, and pay the withholding tax,
❑ Limited liability company. Enter the tax classification (D=disregarded entity, C=corporation, P=partnership) f ------
❑
ig
❑ Other (see Instrucdone) r~
payee
status and avoid withholding on your share of partnership
Address (number, street, and apt, or suite no.)
Requester'a name and address (optional)
a
2956 California Street
foreign partners' share of effectively connected income.
�
Tolivtt at 1,a5.ltltas.Hills,;
City, state, and zip code
request your TIN, you must use the requester's form if it is
2637.0:rpntlalnt Road.
&
Berkeley, CA, 94703
Los A= CA' 94022
rd)
List account number(a) here (optional)
Taxpayer identification Number (TIN)
Enter your TIN In the appropriate box. The TIN provided must match the name given on i..ine 1 to avoid social security number
backup withholding. For individuals, this is your social security number @$N). However, fora resident 220! 13 ; 0563
alien, sole proprietor, or disregarded entity, see the Part I instructions on page 3. For other e, idut s, it is
your employer identification number (EIN), If you do not have a number, see How to gat a 771V on page 3. or
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.
Under penalties of perjury, I certify that:
1, The number shown on this form is my correct taxpayer identification number (or I am waiting for a number to be issued to me), and
2. i am not subject to backup whhholding because: (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal
Revenue Service (IRB) that Iam 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. 1 am a U.S, citizen or other U.S, person (defined below).
Certification Instructions. You must crass out Item 2 above it you have been notified by the IRS that you are currently subject to baolwp
withholding because you have failed to report all Interest and dividends on your tax return. For real estate traneadtlons, 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 dividends, you are not required to sign the Certification, but you must
provide your correct TIN. See the instructions on page 4.
Sign Signature of ' ) j
Here U.S. Doreen Ir _.�s''�--" slate 11011 (0 1 2(p ZD
General InstructI165s
Definition of a UA person. For federal tax purposes, you are
Section references are to the Internal Revenue Code unless
considered a U,S, person if you are:
• An individual who Is a U.S. citizen or U.S. resident alien,
otherwise noted,
Purpose of Form
+ A partnarshlp, corporation, company, or association created or
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
s 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
contributions you made to an IRA.
Special rules for partnerships. Partnerships that conduct a
Use Form W-9 only if you are a U.S, person (including a
trade .or business in the United States are generally required to
pay a withholding tax on any foreign partners' share of income
resident alien), to provide your correct TIN to the person
requesting it (the requester) and, when applicable, to:
from such business. Further, in certain eases where a Form W-9
has not been received, a partnership 1s 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,
waiting 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 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
a U,S, trade or business is not subject to the withholding tax on
The person who gives Form W-9 to the partnership for
foreign partners' share of effectively connected income.
purposes of establishing its U,S, status and avoiding withholding
on its allooable 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 caste:
substantially similar to this f=orm W-9,
• The U.S. owner of a disregarded entity and not the entity,
Gat. No, 10231x Form W-9 (Rev. 10-2007)
Sofia Zander Design
June 9, 2020
Christine Hoffman, Assistant Engineer
Town of Los Altos Hills I Public Works Engineering
26379 Fremont Road
Los Altos Hills, CA 94022
RE: Proposal fear Central Drive Pathway Safety Review
Dear Christine:
I am excited to provide this proposal to review the safety of the Central Drive pathway.
Project Understanding
I understand that the pathway has recently been re -graded and there are concerns about the
safety for hikers and equestrians. The potential concerns include, but are not limited, to
steepness and trail surface. The project would be to evaluate the existing pathway and provide
suggestions for improving the safety of the trail for use by the public.
Scope of Work
1. Site Inspection. I will meet with City staff on-site to review the existing conditions, discuss
concerns, and discuss potential solutions. The site visit is assumed to be approximately 60 to
90 minutes.
2. Project Report. I will provide a written report of the findings of the field inspection. The report
will include photo documentation, details of findings, detailed recommendations, and any
necessary diagrams.
Schedule
We are tentatively scheduled for a field visit on Wednesday, June 10, 2020 at 2pm. If this time
does not work we will reschedule for a time that is mutually agreed upon, but no later than
Wednesday, June 17, 2020. 1 will provide a draft report within 5 business days after the site
inspection, and a final report within 2 working days of receiving comments on the draft report.
2956 California Street, Berkeley, CA 94703
T 510-847-1491 E sofia@sofiazander.com U www.sofiazander.com
Fees
I will provide services on a time and materials basis at an hourly rate of $160 with a not -to -
exceed amount of $720.00. Below is an estimate of the fees for this project.
Task Hours Rate Total , 1
Site Inspection 1.5 $160.0_0_ $240.00
Project Report 3 $160.00 $480.00
Total $720.00
Please don't hesitate to let me know if you have any questions. I'm looking forward to helping
the Town of Los Altos Hills on this project.
Sincerely,
Your Name
2 PROPOSAL FOR CENTRAL DRIVE PATHWAY SAFETY REVIEW