HomeMy WebLinkAboutO.Nelson & Son (17)AGREEMENT
THIS AGREEMENT is made and entered into on the 27 day of December, 2018 by and
between the TOWN OF LOS ALTOS HILLS (hereinafter referred to as "TOWN") and
O.Nelson & Son (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:
Reconstruct the entire guardrail at Arastradero Road to meet
Caltrans Midwest guardrail system standard using Type A
end caps. Guardrail shall be weathering steel (Conten).
2. EXHIBITS. The following attached exhibits are hereby incorporated into and made
a part of this Agreement:
Proposal from CONTRACTOR dated December 21, 2018
3. TERMS. The services and/or materials furnished under this Agreement shall
commence January 15, 2019 and shall be completed by February 15, 2019, 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 fourteen thousand
eight hundred seventy-five dollars and Zero cents ($14,875) within thirty-five (35)
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 Page 1 of 4
Not to exceed $15,000 per fiscal year
Updated 3.17.08
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 - Contracts
26379 Fremont Road
Los Altos Hills, CA 94022
Town of Los Altos Hills Page 2 of 4
Not to exceed $15,000 per fiscal year
Updated 3.17.08
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
Not to exceed $15,000 per fiscal year
Updated 3.17.08
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 0149n'ature' Date
Los Altos Hills, CA 94022 �le
Print name, Title
TOWN OF LOS ALTOS HILLS:
By:
Carl Cahill, City Manager Date
Town of Los Altos Hills Page 4 of 4
Not to exceed 115,000 per fiscal year
Updated 3.17.06
To: CONTRACTOR
From: TOWN
Re: Agreement Transmittal Memo
Enclosed, please find the following documents:
AGREEMENT — If you require a fully executed, signed original of the
Agreement for your records, please photocopy the Agreement prior to signing
the enclosed document. Return both originals with your signature to the Town
and a fully executed Agreement will be returned.
IRS FORM W-9 — Request for Taxpayer Identification Number (TIN) and
Certification. This form is required for all vendors of the Town and it is
important that you provide the Town with the correct TIN. If your company is a:
Sole Proprietorship - The taxpayer identification number must be the
social security number of the sole proprietor.
-OR-
Partnerships or Corporations — The taxpayer identification number must
be the employer identification number issued to the partnership or
corporation.
Once all documents have been completed, please return the signed Agreement(s) and
IRS Form W-9 to the following address:
Town of Los Altos Hills
Contracts
26379 Fremont Road
Los Altos Hills, CA 94022
Note: Please remember to order the required Certificates of Insurance
What is a public work (a.k.a. public project)?
The California Labor Code beginning at section 1720 deals with this issue. Labor Code
sections 1720 and 1771 define public works as work done under contract and paid for
in whole or in part out of public funds that involves one or more of the following:
• Construction (includes work performed during the design and preconstruction
phases of construction including but not limited to inspection and land surveying
work)
• Alteration
• Demolition
• Installation
• Repair work
• Maintenance work
The Labor Code can be found at: http://www.leginfo.ca.gov/calaw.htm1.
Contractor shall comply with all prevailing wage laws, rules and regulations on public
works projects.
Below are some examples of the types of activities that typically lead to finding that a
project is a public work:
• Electrical work such as wiring
• Carpentry work
• Cement work such as pouring a cement pad
• Site preparation such as grading
• Surveying
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- Tits OUS, -'wz�f of a Owteoarde!Ui and oat lv.,� entity,
O.%elson c�Son, Inc.
General Engineers
3345 Tripp Road
Woodside, CA 94062
(650) 851-3600 Email: onsdigs@sbcglobal.net
DATE: December 21, 2018
TO: Town of Los Altos Hills Attn: John Chau
Hereafter "Contractor", telephone (650) 947-2516 fax (650) 941-3160; O. Nelson & Son. Inc. hereafter
"Sub -contractor", propose(s) to furnish all materials and perform labor necessary to complete the following:
Re: Guard Rail - Arastradero
Los Altos Hills, CA
Guardrail on Arastradero Rd — 200' South of Twin Oaks Ct
1). To raise Guard rail to 31" tall over entire length, use existing rail if in good condition.
Use Type A end caps, use Cortan rails. We will need to pull post, re -drill and re -set all
posts. Includes flagmen. $ 14,875.
Prevailing wage job
This proposal is valid until January 30. 2019 and if accepted on or before that date, work will commence
approximately on upon request and will be substantially completed approximately days subject to de-
lays caused by acts of God, stormy weather, uncontrollable labor trouble, or unforeseen contingencies.
If any payment is not made when due, Contractor may suspend work on the job until such time as all pay-
ments due have been made. A failure to make payment for a period in excess of 30 days from the due
date shall be deemed a material breach of this contract.
Respectfully Submitted,
®. Nelson & Son, Inc. You are hereby authorized to furnish materials and labor
By
3345 Tripp
Woodside, CA 94062
(65o) 851-3600 Office
k65o) 851-5714 FAX
Contractor's State License #A307071
required to complete the work in this Proposal, for which
I / We agree to pay the Contract price mentioned in this
Proposal, and according to the terms . I / We have read
and agree to the provisions contained herein, and in any
attachments hereto, which are made part hereof and are
described as_____________________________
By.
ho
Date !r ' J '_' I �
Authorized Signature