HomeMy WebLinkAboutO. Nelson & SonAGREEMENT
THIS AGREEMENT is made and entered into on the `'�h day of ; , 2012 by and
between the TOWN OF LOS ALTOS HILLS (hereinafter referred to as "TOWN") and 0.
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:
1) Saw cut 200 ft long 15ft 3 inch from centerline of Fremont
Road and remove AC and off -haul.
2) Construct new type 2 path 5ft from saw cut.
3) Backfill road shoulder between saw cut and new path with
baserock.
2. EXHIBITS. The following attached exhibits are hereby incorporated into and made
a part of this Agreement:
Proposal from CONTRACTOR dated 2/27/2012
3. TERMS. The services and/or materials furnished under this Agreement shall
commence and shall be completed by3117112, 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 eleven thousand
eight hundred eighty dollars and zero cents ($11,880.00) 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: e9� C; 9 2-
26379 Fremont Road / iganature Date
Los Altos Hills, CA 94022
rint name, Title
TOWN OF LOS ALTOS HILLS:
C,0('_i.o i.
..- r Date
Town of Los Altos Hills Page 4 of 4
Short form
Updated 4/23/10
O. Nelson & Son
General Engineers
(650) 851-3600, Fax (650) 851-5714
Proposal and Contract # 11
A
DATE: February 27, 2012
TO: Town of Los Altos Hills Attn: John Chau JChau@losaltoshills.ca.gov
Hereafter "Contractor", telephone (650) 947-2516 fax (650) 941-3160 ; O. Nelson & Son hereafter
"Sub -contractor", propose(s) to furnish all materials and perform labor necessary to complete the following:
Re: Fremont Road from Saint Francis Road going 200 ft north over creels to "post"
for trail. -Los Altos Hills, CA
1) To saw cut 200 ft long 15 ft 3 inch from center of Fremont Road then remove out-
side AC and off -haul to recycler. Then natch out for new path — 5 ft away from
saw cut and put that excess base rock (plus additional CL II base) in the 5 ft from
saw cut to path.
Install 5 ft path per S.D. 15 and grade from AC 3% to path, then path 3% and out-
side 3% or more to blend with existing.
$11,880.
This proposal is valid until April 28, 2012 and if accepted on or before that date, work will commence ap-
proximately on upon request and will be substantially completed approximately days subject to delays
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,
O. Nelson & Son
By
3355 Tripp
Woodside, CA 94062
(65o) 851-3600 Office
f65o) 851-5714 FAX
Contractor's State License #A307071
ACCEPTANCE
You are hereby authorized to furnish materials and labor
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.
Date
Authorized Signature
Form w-9
Request for Taxpayer
Give form to the
(Rev. October . 2007)
Identification Number and Certification
requester. Do not
Depart nent of (lie I reasury
send to the IRS.
Interne; Revenue Service
Name (as shown on your Income tax return)
C\i
0)
0)
Business name, if different from above
C
0
W
Check appropriate box: Ind ividual/Sole proprietor El Corporation El Partnership Exempt
0
Limited liability company. Enter the tax classification (D=disregarded entity, C=corporation, P=pertnership) V ------- El
payee
F] Other (see instructions)
jb
Address (number, street, and apt, or suite no.)
Requester's name and address (optional)
LL U
Town of Los Altos Hills
City, state, and ZIP code
26379 Freniont Road
rn
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 must match the name given on Line 1 to avoid Social security number
backup withholding. For individuals, this is Your social Security number (SSN). However, for a resident
alien, sole proprietor, or disregarded entity,,see the Part I instructions on page, 3. For other e, itltilvsj 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 account is in more than one name, see the ohart oil page 4 for guidelines on whose Employertdentifiaation number
number to .enter. I
Under penalties of perjury, I certify that:
1, The [lumber 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 (0) the IRS has
notified me that I am no longer Subject to backup withholding, and
2, 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 all 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 Signatire of
Here � U.S. person IIIN-
General Instructions
Section references are to the Internal Revenue Code unless
otherwise noted.
MEEMMEM
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 similar to this Form W-9.
Date 0,
Definition of a U.S. person. For federal tax purposes, you are
considered a U.S. person if you are:
* 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 United
States,
• 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 condu i ot 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 whore a Form W-9
has not been received, a partnership Is required to presume that
0 partner is a foreign person, and pay the withholding tax.
Therefore, If you are -,!: 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.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 not Income from the partnership
conducting a trade or business in the United States is in the
following cases:
• The U.S, owner of a disregarded entity and not MG entity,
Cat. No. 10231X Form W-9 (Rev. 10-2007)