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HomeMy WebLinkAboutJoe A. Gonsalves & Son (2)THIS AGREEMENT is made and entered into on the 11 day of February, 2023 by and between the TOWN OF LOS ALTOS HILLS (hereinafter referred to as "TOWN") and Joe A. Gonsalves & 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: See Exhibit A 2. EXHIBITS. The following attached exhibits are hereby incorporated into and made a part of this Agreement: Proposal from CONTRACTOR dated February 14, 2023 3, TERMS. The services and/or materials furnished under this Agreement shall commence February 17, 2023 and shall be completed by August 31, 2023, unless terminated pursuant to Section 5ft 4, COMPENSATION, For the full performance of this Agreement: a. TOWN shall pay CONTRACTOR four thousand dollars ($4,000) per month, with a not to exceed amount of twenty-five thousand dolla ' rs and no cents ($25,000.00) 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 1 of 5 Short form Updated 4126122 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: 11115, 11 �Irqii 0, IM 2-11[9116 1 L=1 1111 MT M I M RM TOT10 r, I M 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, 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 4/28/22 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 Town of Los Altos Hills Page 3 of 6 Shod form Updated 4/26/22 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. h. CONTRACT ADMINISTRATION. The TOWN hereby designates Cody Einfalt, Management Analyst 11 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 TOWK.. CONTRACTOR: Peter Pirnejad TOWN OF LOS ALTOS HILLS: By; Peter Pirnejad, City Manager Date Town of Los Altos Hills Page 4 of 5 Short fon Updated 4128122 ? - IV33 �, Request for Taxpayer Chive Form to the (Rev.TOniidentification Number and Certification requester. Do not (Rev. October 2018) Department of the Treasury send to the IRS, Internal Revenue Service z ► Go to www.1rs.gov/FormW9 for instructions and the latest Information, T Name (as shown on your Income tax return), Name Is required on this line; do not leavethls line blank. - Joe A. Gonsalves & Son 2 Business name/disregarded entity name, If different from above 3 Check appropriate box for federal tax classification of the person whose name Is entered on line 1. Check only one of the 4 Exemptions (codes apply only to following seven boxes. certain entities, not individuals; see a' Instructions on page 3): o ❑ Individuallsole proprietor or C Corporation ❑ 5 Corporation ❑ Partnership ❑ Trust/estate Qsingle -member LLC Exempt payee code (if any) ❑ Limited liability company. Enter the tax classification (C=C corporation, 8=5 corporation, P=Partnership) ► Note: Check the appropriate box in the line above for the tax classification of the single -member owner. Do not oheck Exemption from FATCA reporting LLC if the LLC Is classified as a single -member LLC that Is disregarded from the owner unless the owner of the LLC is another LLC that is not disregarded from the owner for U,S. federal tax purposes. Otherwise, a single -member LLC that code (it any) IL 0is disregarded from the owner should cheek the appropriate box for the tax classification of Its owner. ❑ Other (see instructions) P, - -MPPOstoaccounfemalntainedoutside the Us) rn 5 Address (number, street, and apt, or sults naJ See instrudtions. Requester's hams and address (optionaq 925 L Street, Suite 250 Town of Los Altos Hills 8 city, state, and ZIP code �- 26379 Fremont Road Sacramento, CA 95814 Los Altos Hills, CA 94022 77�st'ao�o`ountnumber(s)here optional) _ - �"" .-�. 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 generally your social security number (SSN). However, for a resident alien, sole proprietor, or disregarded entity, see the Instructions for Part I, later. For other entities, it Is your employer Identification number (EIN). If you do not have a number, see How to get a m TIN, later. or Note: If the account is in more than one name, see the instructions for line 1, Also see What Name and amptayor idantiffea4ion number Number To Give the Requester for guidelines on whose number to enter. 9 4 W 2' 7T01 3 r4 r6 5 Under penalties of perjury, T 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.S. person (defined below); and 4, The FATCA code(s) entered on this form (if any) Indicating that I am exempt from FATCA reporting is correct. 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 divide ds, you are not required to sign the certification, but you must provide your correct TIN. See the Instructions for Part II, later, SI9n Signature of �,. ;, Mere U.S. pseson* . Date ► o kr 1099 -DIV (dividends, including those from stocks or mutual General, Instructions funds) Section references are to the Internal Revenue Code unless otherwise + Form 1099-MISC (various types of income, prizes, awards, or gross noted. pYOGeed5) Future developments. For the latest information about developments t, Form 1099-8 (stock or mutual fund sales and.cartain other related to Form W-9 and Its instructions, such as legislation enacted transactions by brokers) after they were published, go to wWw.lrs.gov/FormW9, •Form 1099-S (proceeds from real estate transactions) Purpose of Form • Form 1099-K (merchant card and third party network transactions) An individual or entity (Form W-9 requester) who is required to file an • Form 1098 (home mortgage interest), 1098-E (student loan Interest), Information return with the IRS must obtain your correct taxpayer 1098-T (tuition) Identification number (TIN) which may be your social security number • Form 1099-C (canceled debt) (SEN), individual taxpayer Identification number (]TIN), adoption .Form 1099-A (acquisition or abandonment of secured property) taxpayer identification number (ATIN), or employer identification number (EIN), to report on an Information return the amount paid to you, or other Use Farm W-9 only if you are a U.S. person (including a resident amount reportable on an information return. Examples of Information alien), to provide your correct TIN. returns include, but are not limited to, the following, if you do not return Form W-9 to the requester with a TIN, you might . Form 1099 -INT (Interest earned or paid) be subject to backup withholding. See What Is backup withholding, later, Cat. No. 10231X Form .g(Rev, f0-2018) Short -form Agreement Instructions and Checklist Y` ='. Sepdq2EIgnYLo Vublicbroiedg � 11 Obtain a detailed quotation from the qualified vendor/contractor. 11 Determine availability of funds in the current budget — consult finance for appropriate budget number if necessary Fj Request approval from the City Manager 0 Complete the agreement template: • Section 1 — Detail the goods and/or services the vendor/contractor will provide to the Town, • Section 2 — Attach the detailed quotation as an exhibit. • Section 3 — Provide the contractor with a deadline to provide the goods/or services. If services are on-going, the contracts should expire no later than the end of the current fiscal year, A new contract will be prepared in. June for the next fiscal year, 0 Send the complete agreement, exhibit(s), to the contractor along with the standard transmittal memo and the IRS Form W-9 (included below). El Contractor should return at least one signed original copy and a completed W-9 to the Town. If you receive the documents, please forward everything to finance. Public n Submit a request for quotations to the Town's authorized vendor list for the services requested. I Determine availability of funds in the current budget — consult finance for appropriate budget number if necessary 9 Prepare a written recommendation to the City Manager to award the contract to the vendor whose bid is most advantageous tothe Town with a compelling reason why the selected bid is most advantageous, D With City Manager approval, complete the agreement template: • Section I - Detail the goods and/or services the vendor/contractor will provide to the Town, • Section 2 — Attach the detailed quotation as an exhibit. • Section 3 — Provide the contractor with a deadline, If services are on- going, the contracts should expire no later than the end of the current fiscal year. A now contract will be prepared in June for the next fiscal year, D Send the complete agreement, exhlbit(�), to the contractor along with the standard transmittal memo and the IRS Form W-9 (included below). D Contractor should return at least one signed, original copy and a completed W-9 . . to the Town. If you receive the documents, please forward everything to finance.