HomeMy WebLinkAboutSofia Zander Design (5)AGREEMENT
THIS AGREEMENT is made and entered into on the "0+41 day of October, 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:
Review the pathway from Via Ventana to Matadero Creek
Court. Work includes: review existing conditions, report of
findings, and optional detailed path plans.
2. EXHIBITS. The following attached exhibits are hereby incorporated into and made a
part of this Agreement:
Proposal from CONTRACTOR dated October 21, 2020
3. TERMS. The services and/or materials furnished under this Agreement shall
commence October 26, 2020 and shall be completed by December 11, 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 Two thousand two
hundred forty dollars and zero cents ($2,240.00) 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.
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.
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.
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: CONTRACTOR:
Nichol Bowersox
Public Works Director
Town of Los Altos Hills By:
26379 Fremont Road Sig re Date
Los Altos Hills, CA 94022
SOFIA ZMNTJGi�- )QwtNsTz-
Print name, Title
TOWN OF LOS ALTOS HILLS:
By: cl 10131202-0
Carl Cahill, City Manager Date
Town of Los Altos Hills Page 4 of 4
Short forth
Updated 4/23110
-
Request for Taxpayer
Give Form to the
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Identification Number and Certification
requester. Do not
Rev. October 2018)
)epartment of the Treasury
send to the IRS.
ntemal Revenue Service
► Go to www.irs.gov/ForTnW9 for instructions and the latest information.
1 Name (as shown on your income tax return). Name Is required on this line; do not leave this line blank.
Soffa Zander
2 Business name/disregarded entity name, if different from above
Sofia Zander Design
co3
Check appropriate box for federal tax classification of the person whose name is entered on line 1. Check only one of the
4 Exemptions (codes apply only to
mfollowing
seven boxes.
certain entities, not individuals; see
CL
instructions on page 3):
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❑� IndividuaVsole proprietor or El Corporation El Corporation El Partnership ❑ TrusUestate
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single -member LLC
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`o 2
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LLC if the LLC is classified as a single -member LLC that is disregarded from the owner unless the owner of the LLC is
code if an
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another LLC that is not disregarded from the owner for U.S. federal tax purposes. Otherwise, a single -member LLC that
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is disregarded from the owner should check the appropriate box for the tax classification of its owner.
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❑ Other (see instructions) 0-
(Applies fo accoenlsmetMWa d-1.1de the U.S)
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5 Address (number, street, and apt. or suite no.) See instructions.
Requester's name and address (optional)
2927 Newbury Street, Suite B
Town of Los Altos Hills
6 City, state, and ZIP code
26379 Fremont Road
Berkeley, CA 94703
Los Altos Hills, CA 94022
7 List account number(s) here (optional)
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Enter your TIN in the appropriate box. The TIN provided must match the name given on line 1 to avoid Social security number
backup withholding. For individuals, this is generally your social security number (SSN). However, for a
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2270
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TIN, later. or
Note: If the account is in more than one name, see the instructions for line 1. Also see What Name and Employer
Number To Give the Requester for guidelines on whose number to enter. F—T-1
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. 1 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. 1 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 abandonment of secured property, cancellation of debt, contributions to an individual retirement arrangement (IRA), and generally, payments
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Here I U.S. person ►
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related to Form W-9 and its instructions, such as legislation enacted
after they were published, go to www.irs.gov/FormW9.
Purpose of Form
An individual or entity (Form W-9 requester) who is required to file an
information return with the IRS must obtain your correct taxpayer
identification number (TIN) which may be your social security number
(SSN), individual taxpayer identification number (ITIN), adoption
taxpayer identification number (ATIN), or employer identification number
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Date► /D/Z-:� /Z020
• Form 1099 -DIV (dividends, including those from stocks or mutual
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• Form 1098 (home mortgage interest), 1098-E (student loan interest),
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Use Form W-9 only if you are a U.S. person (including a resident
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If you do not return Form W-9 to the requester with a TIN, you might
be subject to backup withholding. See What is backup withholding,
later.
Cat. No. 10231X Form W-9 (Rev. 10-2018)
ion
October 21, 2020
Nichol Bowersox, PE, QSD, Public Works Director/City Engineer
Public Works Engineering
Town of Los Altos Hills
26379 Fremont Road
Los Altos Hills, CA 94022
RE: Proposal for Via Ventana Pathway Review
Dear Nichol:
I'm excited to provide this proposal to support the improvement of another pathway in Los Altos Hills.
Project Understanding
The project will be to provide consultation on potential improvements for
a portion of the Via Ventana Pathway near Matadero Creek Lane. The
existing pathway includes a portion that is excessively steep and narrow. A
site visit with Town staff in September 2020 identified an alternative route
that may improve the safety and usability of this portion of the path. Staff
is in the process of obtaining a topographic and boundary survey of the
area, which will be the basis for determining a feasible route for this
portion of the pathway.
Scope of Work
The project will include the following:
Existing pathway
1. Review Existing Conditions: Based on the previous site visit and the new topographic and boundary
survey, the Consultant will review the site conditions, design constraints, and pathway opportunities.
2. Report of Findings: The Consultant will prepare and provide a written report that outlines
recommendations for pathway improvements, including general path layout, stair layout (if required),
safety considerations, and recommendations for connections to Matadero Creek Lane, if appropriate.
Deliverables:
• Draft PDF report, including narrative description and supporting photographs and diagrams.
• Final PDF report, revised based on feedback provided by the agency staff.
3. Optional Detailed Path Plans: If requested, the Consultant can provide detailed layout plans at 1'=10'
scale for the preferred path layout.
Optional Deliverables:
• Draft layout plans; PDF file.
• Final plans, revised based on feedback provided by the agency staff; PDF and AutoCAD files.
2927 Newbury Street, Suite B, Berkeley, CA 94703
510-847-1491 . contact@sofiazander.com . www.sofiazander.com
Cost Proposal
Sofia Zander Design will provide these services on a time and expenses basis as outlined below, not to exceed
$1,600 for Tasks 1 and 2, or $2,240 for all tasks, if selected. Invoices will be provided at acceptance of the
final report or at the beginning of the calendar month, whichever occurs first. Payment is expected within 30
days.
Tasks
Hours
Rate
Direct
Costs
Total
Task 1 Review Existing Conditions
4
$ 160
$ 640
Task 2 Report of Findings
6
$ 160
$ 960
Subtotal Tasks 1 and 2
$ 1,600
Task 3 Optional Detailed Path Plans
4
$ 160
$ 640
Total
14
1
$ -
$ 2,240
Sincerely,
Sofia Zander, CLA #5363
Proposal for Via Ventana Pathway