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HomeMy WebLinkAboutGuiliani & Kull, Inc.AGREEMENT THIS AGREEMENT is made and entered into on the K day of October, 2022 by and between the TOWN OF LOS ALTOS HILLS (hereinafter referred to as "TOWN") and Guiliani & Kull -San Jose, 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 staking of pathway easements between Maple Leaf Court and Middle Fork Lane. 2. EXHIBITS. The following attached exhibits are hereby incorporated into and made a part of this Agreement: EXHIBIT A — Proposal from contractor dated October 14, 2022 3. TERMS. The services and/or materials furnished under this Agreement shall commence November 1, 2022 and shall be completed by November 11, 2022, 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 six thousand two hundred dollars and zero cents ($6,200.00) 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 5 Short form Updated 4/26/22 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 Page 2 of 5 Short form Updated 4/26/22 Town of Los Altos Hills 26379 Fremont Road Los Altos Hills, CA 94022 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 Town of Los Altos Hills Page 3 of 5 Short form Updated 4/26/22 for said transfer of copyright. CONTRACTOR retains the right to use any project records, documents and materials for marketing of their professional services. h. CONTRACT ADMINISTRATION. The TOWN hereby designates the Utility Engineering Manager and the City Manager as Contract Administrator for this agreement. The CONTRACTOR shall only take direction regarding the services provided under this Agreement from the Contract Administrator. Furthermore, CONTRACTOR agrees that the Contract Administrator shall be included any meeting, teleconference or written communication between any Town representative 'including Committee members and the CONTRACTOR. The TOWN may modify the Contract Administrator at any time upon providing written notice to the CONTRACTOR. I. 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: John Chau Associate Engineer Town of Los Altos Hills 26379 Fremont Road Los Altos Hills, CA 94022 Town of Los Altos Hills Snort form Updated 4P W2 CONTRACTOR: By: �l � ? /0��7-2 Signature Date Print name, Title TOWN 0 OS HILLS: By: R eter Pirnejlad, City Manager Date Page 4 of 5 �` ""` Planners, •. Suu e October 14, 2022 John Chau Town of Los Altos Hills, 26379 Fremont Road Los Altos Hills, CA 94022 re: . Proposal for Surveying Services Pathway Easement Staking, Los Altos Hills, California Dear John; 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 staking the Pathway Easements, from Middle Fork Lane to Maple Leaf Court, in the Town of Los Altos Hills. 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 -San Jose, Inc. - Mark A. Helton, PE, PLS 4880 Stevens Creek Boulevard, Suite 100 • San Jose, California 95129 • (408) 615-4000 EXHIBIT "A" AGREEMENT PROPOSAL FOR SURVEYING SERVICES Pathway Easement Staking Los Altos Hills, California CLIENT Peter Pirnejad, City Manager Town of Los Altos Hills 26379 Fremont Road Los Altos Hills, CA 94022 CONSULTANT Giuliani & Kull -San Jose, Inc. 4880 Stevens Creek Blvd., Suite 205 San Jose, California 95129 This agreement entered into in San Jose, California hereby binds the Client and the Consultant to the following scope of services and compensation: PROJECT DESCRIPTION The proposed project is the staking of the Pathway Easements, from Maple Leaf Court, to Middle Fork Lane, 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 - Staking of Pathway Easements (Between Middle Fork Ln & Maple Leaf Ct.) Giuliani & Kull -San Jose, Inc. will provide wooden stakes on both sides of the easements which comprise the Pathway from Middle Fork Lane to Maple Leaf Court. Stakes will be at approximately 50 foot intervals. Included in this task item is the preparation of a simple computer plot showing the easements involved, as well as the stakes that were set. Pathway Easement Staking Page 2 of 3 Pages The maps which show the10 foot wide Pathway Easements, (sometimes identified as Equestrian Trail Easement (E.T.E.), and/or Pathway Easement (P.E.), are as follows: 10' ETE/PE @ Middle Fork Ln - Parcel Map - (459-M-1) & (Tract No. 8043 - (578-M-5) 10' PE between Middle Fork and Maple Leaf Ln - Parcel Map - (321-M-56) 1075' PE along the Mendez property to Maple Leaf Ln - is shown upon a separate instrument for said easement, which is adjacent (northerly) of Parcel Map - (764-M-24). SERVICES NOT INCLUDED The following services are specifically not included as part of the consultants work effort under this contract: (a) Title services, including obtaining title reports, deeds, etc. (b) Civil Engineering services ( c) Boundary surveying, or setting permanent survey markers 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. COMPLETION OF WORK See Exhibit "B" COST OF SERVICES See Exhibit "C" TERMS The services described herein will be provided in accordance with the attached Standard Provisions of Agreement. 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. Extra work items or other additional services (beyond those described herein) will be provided in accordance with -our standard schedule of hourly rates in effect at the time the work is performed. Page 3 of 5 Pages Byrne Preserve Survey If this proposal is acceptable, please sign one copy and initial all six sides of the standard provisions attached hereto. A returned copy will be our authorization to proceed. Respectfully Submitted, Accepted, Giuliani & Kull -San Jose, Inc. Town of Los Altos Hills Mark A. Helton, PE, PLS Peter Pirnejad Date .6 1•k EXHIBIT "B" COMPLETION OF WORK This work shall be performed within thirty (30) calendar days of our notice to proceed. EXHIBIT "C" COST OF SERVICES The professional services described in the Scope of Services are offered for the following fees: Task 1 - Staking of Pathway Easements TOTAL. COST OF SERVICES $6,200.00 $6,200.00 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.