HomeMy WebLinkAboutGuiliani & Kull, Inc. (11)AGREEMENT
THIS AGREEMENT is made and entered into on the:7day of IWOA, 2015 by and
between the TOWN OF LOS ALTOS HILLS (hereinafter referred to as "TOWN") and
Giuliani & Kull, Inc. (hereinafter referred to as "CONTRACTOR"). In consideration of
their mutual covenants, the parties hereto agree as follows:
CONTRACTOR. Shall provide or furnish the following specified services and/or
materials:
Perform Topographic Survey for the property next to Los
Altos Hills Town Hall (APN 17553-042)
2. EXHIBITS. The following attached exhibits are hereby incorporated into and made
a part of this Agreement:
Proposal from CONTRACTOR dated March 20, 2015
3. TERMS, The services and/or materials furnished under this Agreement shall
commence A, IA7t VS 'and shall be completed by Ac 1,3 unless terminated
pursuant to Section 6(f).
4. COMPENSATION. For the full performance of this Agreement:
a. TOWN shall pay CONTRACTOR an amount not to exceed three thousand five
hundred dollar$ and zero cents ($3,500,00) 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 I 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
Updatod 4123/10
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 pr " ior 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
Updatod 4123/10
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 Signature Date
Los Altos Hills, CA 94022 A111WA, 4
Print name, Title
TOWN OF LOS ALTOS HILLS:
By:
Carl Cahill, City Manager ba -le
Town of Los Altos Hills Page 4 of 4
Short form
Updatod 4/23/10
March 20, 2015
Suzanne Avila
Planning Director
Town of Los Altos Hills,
26379 Fremont Road
Los Altos Hills, CA 94022
re: Proposal for Surveying Services
Topographic Survey for APN 175-53-042, Los Altos Hills, California
Dear Suzanne;
Thank you for the opportunity to offer surveying services for your project in Los Altos
Hills.
The attached proposal describes in detail the specific surveying task items required for
the preparation of a topographic survey of the property located next to Town Hall, (APN
175-53-042). If this proposal is acceptable, please sign in the space provided and initial
all six sides of the attached Standard Provisions. A returned copy will be our
authorization to proceed.
We look forward to working with you on this project.
Sincerely,
Giuliani & Kull, Inc.
--'jo ark A.Helton, PE, PLS
EXHIBIT 44APP
AGREEMENT
PROPOSAL FOR SURVEYING SERVICES
Topographic Survey for APN 175-53-042
Los Altos Hills, California
CLIENT
Suzanne Avila
Planning Director
Town of Los Altos Hills,
26379 Fremont Road
Los Altos Hills, CA 94022
CONSULTANT
Giuliani & Kull, Inc.
4880 Stevens Creek Blvd., Suite 205
San Jose, California 06129
This agreement entered into in San Jose, California hereby binds the Client and the
Consultant to the following scope of services and compensation:
The proposed project is the preparation of a topographic survey of the parcel of land
located northerly, and adjacent to, the Town Hall site, in the Town of Los Altos Hills.
SCOPE OF SERVICES
The following scope of services is offered for the completion of the surveying work
effort:
Task 1 - Survey Services
Giuliani & Kull, Inc. will prepare a Topographic Survey of the parcel of land adjacent,
Page 2 of 5 Pages
Topographic Survey for APN 175-53-042
and Northerly, to the Town Hall site located at 26379 Fremont Road. This property has
an APN of 175-53-042. The survey will show all of the survey features on the site, such
as buildings, (including FF elevations), the cell tower, the solar panels, pathways,
fences mature trees, (any tree with a diameter of 6 inches or larger), as well as their
canopies. We will also show the edge of pavement of Fremont Road, (although we do
not anticipate surveying any utilities in the street). We will also show the area between
this site and the edge of the Town hall building, including any pathways, structures, etc.
This survey will be tied to the Town's benchmark circuit.
This work shall be performed within thirty (30) calendar days of our notice to proceed.
SERVICES NOT INCLUDED
The following services are specifically not included as part of the consultants work effort
under this contract:
(a) Soils or geotechnical engineering services
(b) Civil Engineering plans
(c) Boundary Surveying
The above listing is not intended to be exhaustive and shall not be construed to include
any work as offered under this proposal specifically identified in the Scope of Services.
See Exhibit "B"
COST.OF SERVICES
See Exhibit "C"
UAM
The services described herein will be provided in accordance with the attached
Standard Provisions of Agreement.
Page 4 of 5 Pages
Topographic Survey for APN 17553-042
EXHIBIT "B"
COMPLETION OF WORK
This work shall be performed within thirty (30) calendar days of our notice to proceed.
Page 5 of 5 Pages
Topographic Survey for APN 175-53-042
EXHIBIT %4C19
COST OF SERVICES
The professional services described in the Scope of Services are offered for the
following fees:
Total Cost of Services
$3,500.00
The services described herein will be provided in accordance with the attached
Standard Provisions of Agreement. Compensation shall be payable monthly as the
work is performed. Invoices shall be payable within 30 days of the date of invoice.
Form w`"9
Request for Taxpayer
Give form to the
(Rev. Oct,>bor 2007)
Identification Number and Certification
requester. Do not
Deportment of the Troahury
send to the IRS.
Internal flevorILIG 901*9
cli
Name (as shown on your Income tax return)
Business name, If different from above
0
- --- - ----------
W 0
r.
9❑r]
Check appropriate box: El Individual/Gala proprietor Corporation D Partnership Exempt
El Limited Ilability company, Enter the tax classification P-dlaregarOed entity, C=corporation, P=portnerahlp) )b, payee,
EI Other (see imtruotions) 1w,
Address (number, street, and apt, or aulte no.) Requester's name and address (optional)
ELTown
of Los Altos Hills
13
0)
City, etato, and ZIP code 26379 Fremont Road
-X
z5 Los Altos Hills, CA 94022
Llat account numbei (a) here (cp#onaD
Nurnber
Enter Your TIN In the appropriate box. The TIN provided Must match the name given on Line I to avoid our! number
eecur number
backup withholding. For Individuals, 11118 18 Your social security number (SON). However, for a resident
allen, 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 Now to got a TIN on page 3. or
Note. If the aO0OLInt Is In more than one name, sod the ohart on page 4 for guidelines an Whose End layer Identification number
nUrnber to enter, 107 i
Under penalties of perjury, I certify that:
1, The number shown on this form Is my correct taxpayer Identification flUrnber (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 repo - rt all Interest or dividends, Or (c) the IRS has
notified me that I QM 110 longer subject to backup Withholding, and
3. 1 am a U,S. citizen or other U,S. person (defined below),
COrt1fIO0tI0r1 In8t1`UOt0r18, You I.MiSt cross out Item 2 above if you have been notified by the IRS that you are currently SUbJ00t to bQOkQp
withholding because YOU 118VO failed to report all Interest and dividandson 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 other than Interest and dividends, you are not required to sign the Certification, but YOU Must
provide your correct TIN, See the InstrLI0tIOM8 on page 4.
Sign$Ignature of
Here I U0 Person 10 -
General Instructions
Section references are to the Internal Revenue Code unless
otherwise noted.
Purpose of Form
A person who Is required to file an Information return with the
IRS Must obtain your correct taxpayer identification number (TIN)
to report, for example, income paid to YOU, real estate
transactions, mortgage Interest you paid, acquisition or
abandonment of secured propert , cancellation of debt, or
contributions you made to an IRZ
Use Form W-9 only If You are a U,8. person (including a
resident allen), to provide your correct TIN to the person
requesting It (the requester) and, when applicable, to:
1. Willy that the TIN you are giving Is correct (or you are
waiting for a number to be Issued),
2. Certify that you are not subject to bnokup withholding, or
3. Claim exemption from backup withholding If you are a U.S,
exempt payee. If applicable, you are also certifying that as a
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
foreign partners' share of effectively connected Income,
Note. If a requester gives you a form other than Form W-9 to
request your TIN, you must use the requester's form If It Is
substantlalh, similar to this Form W-9
Y,
Cat. No, 10231X Form VV 9 (Rev. 10-2007)
Definition of a U.S. porson. For federal tax. purposes, you are
considered U.S. person If you are:
# An Individual who Is a U.S. citizen or U,8, resident alien,
* A partnership, corporation, company, or association created or
organized In the United States or under the laws of the United
states,
* An estate (other than a foreign estate), or
* A domestic trust (as defined In Regulations section
$01.7701-7).
Special rules for partnerships, Partnerships that conduct a
trade or business in the United States are generally required to
pay a withholding tax on any foreign partners' share of Income
from such business. Further, In certain cases where a Form W-9
has not been received, a partnership Is required to presume that
a partner Is a foreign person, and pay the withholding tax;
Therefore, I you are a U.S. person that Is a partner In a
partnership conducting a trade or business In the United States,
provide Form W-9 to the partnership to ostebilsh your U.S.
status and avold withholding on your share of partnership
Income.
The person who gives Form W-9 to the partnership for
purposes of establishing Its U.S. status and avoiding withholding
on Its allocable share of not Income from the partnership
conducting a trade or business In the United States Is In the
following cases: W VVWHIVI o a dloiegoidem entity and not the entit