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HomeMy WebLinkAboutHexagon Transportation Consultants, Inc. (6)AGREEMENT THIS AGREEMENT is made and entered into on the 31 day ay of J ck-A 2011 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: Provide Guardrail Study at Taaffe Road and Crosswalk Study at Fremont Road. 2., EXHIBITS. The following attached exhibits are hereby incorporated into and made a part of this Agreement: Proposal from CONTRACTOR dated January 26, 2011 3. TERMS. The services and/or materials furnished under this Agreement shall commence 2/1/2011 and shall be completed by 3/1/2011, 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 eight thousand dollars and zero cents ($ 8,000.00) 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 4123110 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: I,. WORKERS COMPENSATION INSURANCE: Minimum statutory limits. I!. 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. Ill.. 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 Shad form Updaled 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 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 Mills Page 3 of 4 Short form Updalod,1123170 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,- CO Richard Chiu Public Works Director Town of Los Altos Hills By: 26379 Fremont Road Los Altos Hills, CA 94022 7, q,--) ( I Ae,,Jt- Print name, Title TOWN OF LOS ALTOS HILLS: By. CJ.0 Carl Cahill, City Manager Date ' Town of Los Altos Hills Page 4 of 4 Short form Updated 4123110 PIXAm TRANSPORTATION CONSULTANTS, INC. January 26, 2011 Mr. Richard Chiu Public Works Director Town of Los Altos Hills 26379 Fremont Road Los Altos Hills, CA 94022 Subject. Proposal to Conduct Two Traffic Studies in Los Altos Hills, California Lear Mr,Chiu: Hexagon Transportation Consultants, Inc, is pleased to submit this proposal to conduct two traffic studies for Los Altos Hills: the Taaffe Road guardrail study, and the Tremont Road crosswalk study.. These studies and their scopes of work are discussed in detail below. Taaffe Road Guardrail Study This study would evaluate the possibility of installing a guardrail or other safety treatment on Taaffe Road near Elena Road. There is a sharp curve on Taaffe Road near Elena Road.. We understand that at least one vehicle has run off'the road at the curve and landed in a resident's yard. We fuurther understand that there is a pedestrian and equestrian path along Taaffe Road that could limit the space available to install a guardrail.. As the Town knows, installation of'guardrail is expensive both for construction and maintenance. Therefore, guidelines have been established for guardrail installation. The AASHTO guidelines are based on site conditions of slope height and angle.. Other agencies have added a consideration of'vehicle volume and speed. (If there is a low probability of'vehicles running off the road because oflow volume or low speed, it doesn't make economic sense to install a guardrail even if the drop-off is severe.,) If a guardrail is found to be not warranted or infeasible, Hexagon will explore other methods for increasing safety around the curve. The tasks to be included in the analysis are as follows: Site Reconnaissance. Hexagon will visit the site and will measure the height of the slope and the slope angle to the best of our ability. We will determine the amount of flat space available to build a guardrail given the need to maintain the pedestrian and equestrian path., Trq is Data Collection.. Hexagon will conduct directional speed and volume tube counts on Taaffe Road just before the curve leading to Elena Road for a one week period so both weekday and weekend traffic volume data are collected. 3., Accident Data, The Town of Los Altos Hills will provide the accident history for the curve on Taaffe Road. 4. Guardrail Warrant Analysis. Hexagon will use the guardrail guidelines from AASI-ITO and other, publications to evaluate the need for a guardrail on Taaffe Road. Mr. Richard Chiu January 26, 2011 Page 2 of 3 5. Safety Treatments. Hexagon will describe other safety treatments that could be installed on Taaffe Road to warn motorists of the curve and to slow traffic,. 6, Report. Hexagon will present its findings in a draft memo report.. Following review and comment on the report by Town staff, Hexagon will produce the final report. Freemont Road +Cros"valk Study This study will evaluate the existing crosswalks on Fremont Road at Templeton Place and at Old Altos Road. These crosswalks already exist but are near curves.. The analysis will determine whether the crosswalks have adequate sight distance and will determine whether any additional pavement markings or signs should be added. Hexagon will measure traffic speed on Fremont Road, sight distance at the crosswalks, and will count pedestrian usage of the crosswalks. The tasks to be included in the analysis for the project are: L Site Reconnaissance and Observations. The physical characteristics of the segment of Fremont Road at Templeton Place and at Old Altos Road will be determined. Sight distance will be measured in both directions. Hexagon will observe existing traffic conditions and note any special conditions or concerns. 2. Traffic Data Collection., Hexagon will conduct directional speed and volume tube counts at two locations on Fremont Road for a one week period so both weekday and weekend traffic volume data are collected.. Based on input from Los Altos Hills staff, Hexagon will make field visits on two days for two hours each day at the busiest times to count pedestrians and equestrians using the crosswalks.. 3. Accident Data.. The Town of Los Altos Hills will provide the accident history for- Fremont Road in the vicinity of the two study crosswalks for the past 3 years. Hexagon will review and include the data in the traffic analysis. 4. Crossrvalk Evaluation. Hexagon will evaluate the two crosswalks for adequate sight distance and existing usage.. If the crosswalks are recommended to stay, Hexagon will identify any necessary pavement markings or signage to be added.. 5. Report„ Hexagon will present its findings in a draft memo report., Fallowing review and comment on the report by Town staff; Hexagon will produce the final report. Time of Performance Barring any unforeseen delays, a draft memo reports will be submitted for each study four weeks after authorization to proceed, We are ready to start work immediately upon authorization.. 111 W. St. John Street, Suite 850 San Jose, California 95113 Phone 408.971.5100 Fax 408.971.6102 Mr, Richard Chiu January 26, 2011 hbb. Page 3 of 3 Cost of services The total fee for both studies is quoted for a lump sum amount of $8,000. "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,;. 74--) gd- Gary Black President Attachment: Contract Agreement 111 M St John Street, Suite 850 San Jose, California 95113 O Phone 408.971.6100 Fax 408.971,6102 CONTRACT AGREEMENT TO )ENGAGE THE SERVICES OF HEXAGON TRANSPORTATION CONSUIZANTS, INC. Contract Number: 0132 THIS AGREEMENT, entered into by and between I-WXAGON TRANSPORTATION CONSULTANTS, INC, located at I I I W. St. John Street, Suite 850, San Jose, CA 95113, hereinafter called "HEXAGON" and the party whose name and address is: Firm Name: Town of Los Altos Hills Street Address: 26379 Fremont Road City and State: Las Altos Hills, California 94022 Telephone No.: (650) 947-2516 Fax No.. Attention: Richard Chiu, Public Works Director Hereinafter called "CLIENT" concerns the proposed project of'CL•IENT. The following is a general description ofthe proposed project which is hereinafter referred to as "PROJECT": Guardrail Study for Tanffe Road and Crosswalk Study for Fremont Road in Los Altos bills, CA Regarding the PROJECT, the CLIENT and HEXAGON agree as follows: 1. HEXAGON agrees to perform certain consulting services for CLIENT as detailed on our attached scope of services letter dated .January 26, 2011. 2, CLIENT agrees to pay HEXAGON as compensation for its services as follows: A lump sum amount equal to $8,000. NOTE: Under the provisions of this agreement, a late payment FINANCE CHARGE will be computed at the periodic rate of I r/% per month, which is an ANNUAL, PERCENTAGE RATE OF I8% and may be applied to any unpaid balance commencing 30 days after the date of the original invoice. 3. The standard provisions set forth upon Exhibit A are hereby incorporated into and made a part of this agreement. IN WITNESS WHEREOF, the parties hereto have accepted, made and executed this agreement upon the terms, conditions and provisions stated above: Hexagon Transportation Consultants, Inc. By: Gary IC. Black President January 26. 2011 Title Date Client By: Signature Printed Name and Title Date Exhibit A — Page 1 of 2 Contract Number GB2 STANDARD PROVISIONS OF AGREEMENT The CLIENT and HEXAGON agree that the following provisions shall be a part of their agreement: L The CLIENT binds himself, his partners, successors, executors, administrator, and assigns to HEXAGON this agreement in respect to all ofthe terms and conditions of this agreement. 2.. In the event that the PROJECT covered by this contract is required by a governmental agency or the CLIENT and in the event that due to change of policy of said agency or CLIENT after the date of this agreement, additional office or field work is required, the said additional work shall be paid for by CLIENT as extra work 3. The CLIENT shall pay as extra work the costs of any services not specifically included in the attached scope of work.. Any extra work will be undertaken only with the advance approval of the CLIENT, 4. Should litigation be necessary to enforce any term or provisions of this agreement or to collect any portion of the amount payable under this agreement, then all litigation and collection expenses, witness fees and court costs, and attorney's fees shall be paid by the prevailing party, 5.. Pees and all other charges will be billed periodically as the work progresses, and the net amount shall be due at the time of billing. Lump Sum work will be billed monthly on a percent complete basis. If the invoice is not paid within .30 days, HEXAGON may, without waiving any claim or right against the CLIENT and without liability whatsoever to the CLIENT, terminate the performance of the service. G.. A late payment FINANCE CHARGE will be computed at the periodic rate of] % % per month, which is an ANNUAL PERCENTAGE RATE OF 18% and may be applied to any unpaid balance commencing 30 days after the date of the original invoice at the sole election of HEXAGON., In the event any portion or all of an account remains unpaid 90 days after billing, the CLIENT shall pay all costs of collection and reasonable attorney's fees. 7.. In the event all or any portion of the work prepared or- partially prepared by HEXAGON be suspended, abandoned, or terminated by the CLIENT, the CLIENT shall pay HEXAGON for the work performed on an hourly basis using Hexagon's standard rates, not to exceed any maximum contract amount specified herein, to the date of termination, all reimbursable expenses, and reimbursable termination expenses. 8. 1-IEXAGON makes no representation concerning the cost figures made in connection with maps, plans, specifications, or drawings other- than that all cost figures are estimates only and HEXAGON shall not be responsible for fluctuations in cost factors. 9. No conditions or representations altering, detracting from, or adding to the terms hereof'slnall be valid unless printed or written hereon or evidenced in writing by either party to this agreement and accepted in writing by the other. 10. HEXAGON shall not be responsible for damages resulting from delays in performance caused by any factors beyond HEXAGON'S reasonable control, In the case of the happening of any such cause of delay, the time of completion shall be extended accordingly, Exhibit A — Page 2 of 2 Contract Number GB2 STANDARD PROVISIONS OF AGREEMENT CONTINUED 11. HEXAGON makes no warrant, either express or implied, as to its finding, recommendations, specifications, or professional advice except that they were set forth after being prepared in accordance with generally accepted engineering practices and under the direction of a registered professional engineer'. 12.. The CLIENT agrees to limit HEXAGON'S liability to the CLIENT and/or the owner, and to all construction contractors and subcontractors on the PROJECT, due to HEXGAON'S negligent acts, errors or omissions, such that the total aggregate liability of HEXAGON to all those named shall not exceed the amount permitted by law. 13. In the event any provision of this agreement shall be held to be invalid and unenforceable, the other provisions of this agreement shall be valid and binding on the parties hereto. 14. HEXAGON reserves the right to hire and terminate sub -consultants and vendors as HEXAGON deems necessary in order to complete the PROJECT. 15. Services provided within this agreement are for the exclusive use of the CLIENT. 16. This contractual agreement must be executed by the CLIENT and returned to HEXAGON within 30 days of the date of this contract, HEXAGON reserves the right to determine whether contracts executed by the CLIENT after this 30 day period are valid and binding. 17. Each Party, HEXAGON and CLIENT shall procure and maintain for, the duration of the contract insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder by the Parties, their agents, representatives, or employees. Parties shall maintain insurance limits of no less than $1,000,000 per occurrence for General Liability, $1,000,000 per accident for Automobile Liability, Statutory limits for Workers' Compensation, and $1,000,000 per accident for Employers Liability. HEXAGON shall also maintain $1,000,000 per claim in limits for Professional Liability or Errors and Omissions Coverage. The Parties shall name each other, their respective officers, officials, employees and volunteers as additional insured as respects liability arising out of'work or operations performed by or on behalf of the other party; or automobiles owned, leased, hired or borrowed by the HEXAGON. Parties shall furnish each other with original certificates and amendatory endorsements effecting coverage required by this clause.. All certificates and endorsements are to be received and approved before work commences. However, failure to do so shall not operate as a waiver of these insurance requirements. 18.. Each Party will, at its sole expense, indemnify, defend and hold the other Party and its officers, trustees, owners, employees and agents harmless from and against any and all claims, suits, costs, expenses (including attorneys* fees), losses, damages or liabilities (including those arising from injury or damage to persons or property) which the other Party may incur or suffer as a result of or in connection with (i) the acts, omissions, negligence or other' conduct by or on behalf of the Party or, its members, employees, agents or contractors, and/or (ii) the breach by the Party of this Agreement_ Form ®g Request for Taxpayer Give form to the (Rev. October 2007) Identification Number and Certification requester. Do not Geptinmera DI 1110 Trosuny Internal Revenue Service otherwise noted send to the IRS, Purpose of Form Name (as shown an your income tax return) Cv 0 States, tz Business name. if different from above �( / �iL �c n110 A %� T 9c` tiL t 0 ✓l-,- oChock appropriate box: ❑ Individual/Sole proprietor K Corporation ❑ Partnership ❑ Exempt 301.7701-7) Limited liability company Enter the tax dassHionfton ([t=dlsragarded entity, C=corporatlon, P�partnership) ........ ❑ payee o ❑ Other (oee insvucfims) 4 resident alien), to provide your correct TIN to the person requesting It (the requester) and. when applicable, to: from such business Fuliher, In certain cases where a Form W-9 Address (number, street, and apt. or suite noi) Requester's 1 Certify that the TIN you are giving Is correct (or you are r name and address (optional) Therefore, If you are a U.S person that is a partner in a Town of Los Altos Hills 28379 Fremont Road City, state, and ZIP code 3 Claim exemption from backup withholding d you are a U S p p g Y 6-:,. J c: 5e :531( 3 Los Altos hills, CA 94022 4D List account number(s) here (optiano KIM Taxpayer Identification Number (Ti [titer your TIN in tile appropriate box. The TIN provided must match the name given on Une 1 to avoid Social security number backup vAthholding For individuals, this I$ your social security number (SSN) However, for a resident ellen, sole proprietor, or disregarded entity, see the part I Instructions on page 3 For outer entitles, It is your employer Identification number (SIN) If you do not have a number. see Now to get a 77N on page 3 ar Note. If the account Is In more than one name, see the chart o11 page A for guidelines on whoseemployer identification number number to enter. °97 7 i 0,o/ -786'7.5- 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 6 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, paymegIs other than Interest and dividends, you are not required to sign the Certification. but you must provide your correct TIN. See the instrni4lons qn page A. Sestet Here fl Signature of U.S. Y person ^ i -J� 2� f Date • General lnstruction Definition of a U,.S, person. For federal tax purposes, you are Section references are to the Internal Re snug Code unless considered a US person K you are: otherwise noted • An Individual who is a U S citizen or U S resident alien. Purpose of Form r A partnership, corporation, company, or association created or organized in the United States or under the laws or the United A person who is required to file an information return with the States, IRS must obtain your correct taxpayer identification number (TIN) s 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 5 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 Fuliher, In certain cases where a Form W-9 has not been received, a partnership Is 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 wailing 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 d you are a U S p p g Y status and avoid withholding on your share of partnership exempt payee. It 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 foreign partners' share of effectively connected Income The parson who gives Form W-9 to the partnership for purposes of establishing its U 5 status and avoiding withholding Note. If a requester gives you a form other than Form W9 to on its allocable share of net Income from the partnership 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 cases: substantially similar to this Form W-9 o The U S. owner of a disregarded entity and not the entity, Gat No 10231x Fomt W-9 (Rev 10-2007]