HomeMy WebLinkAboutHexagon Transportation Consultants, Inc. (4)AGREEMENT
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THIS AGREEMENT is made and entered into on the day of r, 2010 by and
between the TOWN OF LOS ALTOS HILLS (hereinafter referred to as "TOWN") and
Hexagon Transportation Consultants, 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:
Conduct a Traffic Operations Analysis of Page Mill Road at
Via Ventana in Los Altos Hills, California
2. EXHIBITS. The following attached exhibits are hereby incorporated into and made
a part of this Agreement:
Proposal from CONTRACTOR dated October 19, 2010
3. TERMS. The services and/or materials furnished under this Agreement shall
commence 11/1/2010 and shall be completed by 11/22/2010, 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 four thousand, five
hundred dollars and zero cents ($ 4,500.00) 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 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: CONTRACTOR -
Richard Chiu
Public Works Director
Town of Los Altos Hills By-, OJ azeIo
26379 Fremont Road l n a re Date
Los Altos Hills, CA 94022
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Print
name, Title1
TOWN OF LOS ALTOS HILLS,
Byy h 0/0 ,
Carl Cahill, City Manager Date—
Town of Los Altos Hills
Short fwm Page 4 of 4
Updated 4/23/10
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backup withholding For individuals, this is your social security number (SaN) However, for a rasidant i
alien. sole proprietor, or disregarded entity, see the Part i Instructions on pope 3. For other entities, It is
your employer identification number (CIN) If you da not have a number, sas Hose to get a 77N on page 3 or
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 t am not subject to backup withholding because: (a) I air exempt from backup withholding. or (b) I have not been notified by the internal
Revenue Service (IRS) that 1 am subject to backup withholding as a result of a failure to report all Interest or dividends. or (a) the IRS Inas
notified ine that I am no longer subject to backup withholding. and
3 1 am a U 8 citizen or other U 8. person (defined bolovi)
Certhicatlon Instructions. You must cross out item 2 above it you have boon notified by ilia IRS that you era currently subject to backup
withholding because you have failed to report ail interest and dividends on your tax return For real estate trransoctione, Item 2 does not apply
For mortgage interest paid, acquisition or abandonment of secured property, aaneeilatlon of debt, contributions to an individual retirement
arrangement (IRA), and generally. oyments other than interest and dividends, you are not raqulrod to sign the Certification, but you trust
provide your correct TIN Bea th Instructions on page 4
Sign 819natum of
Here, I U.S. poroon P,
General lrtstruoti6r s/ [
Section references are to the Inter ai 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 idontiflaation number (TIN)
to report, for example, income paid to you, real estate
transactions, mortgage interest you paid, acquisition or
abandonment of secured property, aanceliatlon of debt, or
contributions you made to an IRA.
Use Corm W-9 only If you are a U S person (including a
rosldent a8an), to provide your oorroot TIN to the person
requesting it (the requester) and, when applicable. to:
1. Certify that the TIN you are giving Is correct (or you are
waiting for a numbar to be Issued).
2 Certify that you are not subject to backup withholding, or
3 Clalm oxemptlon from backup withholding if you are a U S
exempt payee It applicable, you are also corttfying that as a
U S person. your aliooeble share of any partnership income from
a U.8 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 farm other than Corm W-0 to
request your TIN, you must use ilio requester's form if if is
substantially similar to this Corm W-9
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Definition of a tJ,S, person, For federal tax purposes, you are
considered a U 8 person if you are:
e An Individual who Is a U.S citizen or U S resident alien.
o A partnership, corporation, Company, or association created or
organized in the United States or under the taws of the United
States,
a An estate (other than a foreign estate), or
6. A domestic trust (as defined In Raguletlons section
$01 7701-7)
Special rules for partnershlps� Partnerships that conduct a
trade or business in the United States urs generally required to
pay a Withholding tax an any foreign partners' share of Inpoma
from such business Further, in certain cases where a Form W-9
has not boon received, a partnership is required to presume that
a partner is e foreign person, and pay the withholding tax.
Therefore, if you are a U S.. person that is a partner In a
partnership conducting a trade or business In the United States.
provide Form W-9 to the partnership to establish your U 5
status and avoid withholding on your share of partnership
Income.
The person who gives Poral W-9 to the partnership for
Purprso$ of astablishingg Its tJ 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:
o The U S owner of a disregarded entity and not ilia entity,
Cat No 110231x i arm - (Rev 10.2007)
UMN hANSPUTATION (OHAI TANTS, INS.
October 19, 2010
Mr. Richard Chiu
Public Works Director
Town of Los Altos Hills
26379 Fremont Road
Los Altos Hills, CA 94022
Subject: Proposal to Conduct a Traffic Operations Analysis of Page Mill Road at Via
Ventana in Los Altos Hills, California
Dear Mr.Chiu:
Hexagon Transportation Consultants, Inc. is pleased to submit this proposal to prepare a traffic
operations and safety analysis of Page Mill Road where it curves sharply at Via Ventana in Los
Altos Hills, California. The purpose of this analysis is to determine whether the addition of
advance traffic advisory signs (in accordance with Caltrans and MUTCD standards) would be
justified on the basis of vehicle speeds, sight distance measurements, and/or documented safety
issues at this location. Depending on the combination of these data, our recommendations may
range from signage to the addition of traffic control devices such as stop signs.
The tasks to be included in the analysis for the project are:
Site Reconnaissance and Observations. The physical characteristics of Page Mill Road and
Via Ventana will be reviewed to identify the existing roadway cross-sections, traffic control
devices and signage, and general surroundings. Hexagon will observe existing traffic
conditions and note any special conditions or concerns.
2. Traffic Data Collection. Hexagon will conduct 24-hour directional speed and volume tube
counts on Page Mill Road for a one week period so both weekday and weekend traffic
volume data are collected.
Accident Data, The Town of Los Altos Hills will provide the accident history for Page Mill
Road in the vicinity of Via Ventana for the past 3 years. Hexagon will review and include the
data in the traffic analysis.
4. Sight Distance. Hexagon will measure the sight distance at different locations on Page Mill
Road and Via Ventana to determine if the Caltrans minimum sight distance requirements are
met. Hexagon will develop recommendations depending on the results of the sight distance
analysis.
Report. Based on the results of the analyses, Hexagon will determine if improvements are
appropriate. Hexagon will present its findings in a memo report.
P" Mr. Richard Chin
October 19, 2010
Page 2 of 2
Time of Performance
Barring any unforeseen delays, a memo report will be submitted three weeks after authorization to
proceed. We are ready to start work immediately upon authorization.
Cost of Services
The total fee for items 1 through 5 in the scope of services is quoted for a lump sum amount of
$4,500. "Additional Services" shall be provided upon authorization and will be billed separately
based on a time and materials basis.
This price quote is good for 30 days. This price quote assumes all project -related activities will be
completed within one year. Extended project schedules will require additional budget for project
administration.
We appreciate your consideration of Hexagon Transportation Consultants for this assignment. if
you have any questions, please do not hesitate to call. Thank you.
Sincerely,
HEXAGON TRANSPORTATION CONSULTANTS, INC.
A
Gary Black
President
Brian Jackson
Senior Associate
Attachment: Contract Agreement
cc: John Chan
Ill W. St. John Street, Suite 850 Kms
"In
a
San Jose, California 95113 t
Phone 408,971,6100 Fax 408.971.6102
Formw-9 •9
i equest for Taxpayer
Give form to the
(Rev. October 2007)
Identification Number and Certification
requester. Do not
Department of the Treasury
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send to the IRS.
Internal Revenue 6ervlce
Name (as shown on your income tax return)
N
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aBusiness
name, if different from above
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appropriate box: Individual/SoleEl proprietor Ll Corporation El Partnership
Exempt
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❑ Limited liability company. Enter the tax classification (D=disregardod entity, C=corporation, P=partnership) O .______
�] payee
❑ Other (ees instructions)
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Address (number, street, and apt. or suite no.)
Requester's name and address (optional)
Q" U
Town of Los Altos Hills
City, state, and ZIP code
26379 Fremont Road
to
Los Altos Hills, CA 94022
List account number(s) here (optional)
Taxpayer Identification Number (TIN) —
Enter your TIN in the appropriate box. The TIN provided rnust match the name given on Line 1 to avoid socialcurity number
backup withholding. For individuals, this is your social security number (SSN). However, for a resident I
alien, 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 How to get a TIN on page 3. or
T.... - -- — ....... -- — ........
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, 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) 1 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 Inas
notified me that I am no loiger subject to backup withholding, and
3. 1 am a U.S. citizen or other U.S, person (defined below).
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 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
Horn U.B. person M►. Data l►
Genarei Instructions
Section references are to the Internal Revenue Code unless
otherwise noted.
r r.. s*. . r - * .
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 property, cancellation of debt, or
contributions you made to an IRA.
Use Form W-9 only if you are a U.S, person (Including a
resident alien), to provide your correct TIN to the person
requesting it (the requester) and, when applicable, to:
1. Certify 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 backup 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
substantially sinillnr to this Form 1N=9' g� y an na e entity,
Cat. No. 10231X Form W-9 (Rev. 10-2007)
Definition of .a U.S. person. For federal tax purposes, you are
considered a U.S, person if you tire:
• An individual who is a U.S. citizen or U,S, resident alien,
• A partnership, corporation, company, or association created or
organized in the United States or under the laws of the UnitedStates,
• An estate (other than a foreign estate), or
• A domestic trust (as defined in Regulations section
301.7701-7).
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, if you are a U.S. person that is a partner in a
partnership conducting a trade or business to the United States.,
provide Form W-9 to the partnership to establish your U.S.
status and avoid 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 net income from the partnership
conducting a trade or business in the United States Is in the
following cases:
•T
he U.S. owner of a disre �arded entit d t th