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HomeMy WebLinkAboutThomas Klope Associates, Inc.AGREEMENT THIS AGREEMENT is made and entered into on the 1st day of July 2021 by and between the TOWN OF LOS ALTOS HILLS (hereinafter referred to as "TOWN") and Thomas Klope Associates, 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: CONTRACTOR shall conduct Westwind Community Barn and Byrne Preserve Open Space parking lot improvement master plan project as outlined in Exhibit "A." 2. EXHIBITS. The following attached exhibits are hereby incorporated into and made a part of this Agreement: Proposal from CONTRACTOR as described in Exhibit "A" along with compensation. 3. TERMS. The services and/or materials furnished under this Agreement shall commence July 1St, 2021 and shall be completed by October 311t, 2021 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 fifteen thousand dollars and zero cents ($15,000.00) within thirty (30) days following 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 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 commercial 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 to the general and auto liability policies. vii. To prevent delay and ensure compliance with this Agreement, the insurance certificates and endorsements must be submitted to: Town of Los Altos Hills - Contracts 26379 Fremont Road Los Altos Hills, CA 94022 Town of Los Altos Hills 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 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: Sarah Robustelli Sr. Community Services Supervisor Town of Los Altos Hills By: 26379 Fremont Road Signature Date Los Altos Hills, CA 94022 11111i/ iAIPi6'� srobustelli@losaltoshills.ca.gov IXOAVWIP/ e Print name, Title Town of Los Altos Hills TOWN OF LOS ALTOS HILLS: By: -(� Carl Cahill, City Manager Date June 17, 2021 Ms. Sarah Robustelli Sr. Community Services Supervisor, Town of Los Altos Hills 26379 Fremont Road Los Altos Hills, California 94022 Subject: Westwind Barn and Byrne Open Space Preserve Parking Lot Improvement Master Plan Project 27210 Altamont Road, Los Altos Hills, California Dear Sarah: Exhibit A I ,,.I P" :'Arj '�Rt'i I It If I, It is a pleasure for our firm to be considered as the consulting landscape architect to the Town of Los Altos Hills for the Westwind Barn and Byrne Open Space Preserve Parking Lot Improvement Master Plan Project located in Los Altos Hills. The project site is in need of parking lot and road frontage safety improvements; controlled ingress and egress; improved pedestrian and equestrIan access points; visual screening; existing utility projections and overall visual enhancement. Our project approach is to provide professional landscape architectural Master Planning services which shall include: field measurements and existing inventory; base sheet preparation; project development; design alternative generation; Town staff input; Town Comm ittee/stakeholder input; final design and presentation material preparation; and a project presentation to the public. Once the Master Plan is approved, at the completion of this phase of the project, an electronic survey prepared by a professional surveyor or civil engineer is recommended for the next phase of the project called Construction Documentation from which contractors will bid and construct the project. For our services within this Master Planning Phase of the project, we propose a lump sum fee of $15,000. A breakdown of the scope of work is as follows: Task Hours 1.0 Site Inventory and Measuring 6 2.0 Base Sheet Preparation 6 3.0 Conceptual Design Generation and Program Development 42 4.0 Final Design Preparation 24 5.0 Town Staff Meetings (3) 6 6.0 Town Committee Meetings (3) 6 7.0 Public Presentation Meeting (1) 2 8.0 Project Administration 8 Total Hours 100 We shall cooperate with the Town to schedule the work according to a reasonable timeframe to which both parties agree. We are prepared to begin the work immediately, '"O Westwind Barn and Byrne Open Space Preserve Parking Lot Improvement Master Plan Proposal, Page 2 Direct project costs paid by the Landscape Architect, such 8sprinting and drawing reproduction, photography, and freight and delivery charges shall be charged back to the Town at cost plus a Is% processing fee. These reimbursable expenses are in addition to the IMP sum fee. outline above,RmimbumaWed)veotprojentoostamhaUnotexzeed$48O. Invoices are submitted based nn�nnBve xsof the project during the billing period and are due upon presentation, Either the Town orLandscape Architect may terminate this Agreement upon seven davswrbtonunt�p |fterminated, the Tuvxnagrees topay the Landscape ArCh�eCtfor aUsen/�esrendered '=Od ' reimbursable expenses incurred uptothe date oftermination. Upon riot less than seven days written notice,may Landscape Architect in full for services rendered or expenses incurred. The Landscape Architect shall have no liability because of such suspension of services or termination due to the Town'snonpaymaot. |nthe event ofany dispute between umarising out ofnrrelated tothis proposal, such dispute shall 6e submitted for mediation, Any amendment or rnodification of this proposal shall not be valid and binding upon the parties hereto unless signed bvboth parties tothis agreement. Landscape Architects are licensed bythe state of California. Thank you for the opportunity bopresent our proposal which will remuinvalid for sixty d�s�th� agreement meets v/khyour appnovaL�� emm�tU[oms|gnedcopytornyoffbelectronically '���orbv regular mail, VVelook forvvordtothe pouaibU|tyofcoUaboratlngw�h —' you�ny$ur���eot. Yours very truly, /'A�WWA�k- Thomas KhooeAssociates, Inc. By: Date: