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HomeMy WebLinkAboutS.R. Rose Engineering Inc.AGREEMENT THIS AGREEMENT is made and entered into on the 2qI ay of May 2024 by and between the TOWN OF LOS ALTOS HILLS (hereinafter referred to as "TOWN") and S.R. Rose Engineering, Inc. (hereinafter referred to as "CONTRACTOR"). In consideration of their mutual covenants, the parties hereto agree as follows: CONTRACTOR. Shall provide or furnish the following specified services and/or materials: Project management services for the EI Monte Fire Station Utility Undergrounding (Rule 20A) Project 2. EXHIBITS. The following attached exhibits are hereby incorporated into and made a part of this Agreement: Proposal from CONTRACTOR dated May 12, 2024. 3. TERMS. The services and/or materials furnished under this Agreement shall commence May 21— , 2024, and shall be completed by June 30, 2026 or by completion of the Town's Rule 20A project, 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 Fifty Thousand dollars and zero cents ($50,000.00) 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 426/22 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. 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. 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 [insert applicable staff title] 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: WooJae Kim Public Works Director Town of Los Altos Hills 26379 Fremont Road Los Altos Hills, CA 94022 Town of Los Altos Hills Short form Updated 4/26/22 CONTRACTOR: By: 'Lra-- Signature 5/20/2024 Date Sean R. Rose, President, SREI Print name, Title TOF L ILLS: By: =, ' Peter Pirn ad, City Manager Date Page 4 of 5 %rrn W'9 Request for Taxpayer Give form to the ;Rev. October 2007) Identification Number and Certification requester. Do not Department of the Treasury send to the IRS. Interne! P,evenue Service Name (as shown on your income tax return) S.R. Rose Engineering Inc. ro Business name, if different from above o. c 0 m 2 9 C 7� Check appropriate box: ElIndividual/Sole proprietor Y11 Corporation ElPartnership Exempt , ❑ Limited liability company. Enter the tax classification (D--disre9arded entity, C=con poration, P=partnership) / `v o 2 Other (see instructions) 0- payee c41 Address (number, street, and apt. or suite no.) Requester's name and address (optional) CL w 15751 Kavin Ln Towyn of Los Altos Hills City, state, and ZIP code m 26379 Fremont Road r� Los Gatos CA 95030 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 entities, it is -- ---'— .----- your employer identification number (EIN). If you do not have a number, see How to get a TIN on page 3. or Note. If the account is in more than one name, see the chart on page 4 for guidelines on whose Employer identification number number to enter. 93 113729725 Certification 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.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 an 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 tt11e7nstructions oRpage 4. Sign signature of Here I U.S. person ► General Instructions Section references are to the Internal Revenue Code unless otherwise noted. Purpose of Form 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 ► 5/20/2024 Definition of a U.S. person. For federal tax purposes, you are considered a U.S. person K 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 conduct 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 where a Form W-9 has not been received, a partnership is required to presume that a partner is a foreign person, and pay the withholding tax. Therefore. if you are a 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 net income from the partnership conducting a trade or business in the United States is in the following cases: • Th U Sef di ol d +4 d t the —44ft . owner o a Isregar a sn l y an no y, Cat. No. 10231X Form vii -9 (Rev. 10-2007) Short -form Agreement Instructions and Checklist Professional Services (unrelated to public projects): ❑ Obtain a detailed quotation from the qualified vendor/contractor. ❑ Determine availability of funds in the current budget — consult finance for appropriate budget number if necessary ❑ Request approval from the City Manager ❑ Complete the agreement template: o Section 1 — Detail the goods and/or services the vendor/contractor will provide to the Town. o Section 2 — Attach the detailed quotation as an exhibit. o 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. ❑ Send the complete agreement, exhibit(s), to the contractor along with the standard transmittal memo and the IRS Form W-9 (included below). ❑ 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 Works Projects: 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; Alteration, Demolition, Installation; Repair/ Maintenance work. Contractor shall comply with all prevailing wage laws, rules and regulations on public works projects. A complete definition may be found at: http://www.leginfo.ca.gov/calaw.htm1. ❑ Submit a request for quotations to the Town's authorized vendor list for the services requested. ❑ Determine availability of funds in the current budget — consult finance for appropriate budget number if necessary ❑ Prepare a written recommendation to the City Manager to award the contract to the vendor whose bid is most advantageous to the Town with a compelling reason why the selected bid is most advantageous. ❑ With City Manager approval, complete the agreement template: o Section 1 - Detail the goods and/or services the vendor/contractor will provide to the Town. o Section 2 — Attach the detailed quotation as an exhibit. o 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 new contract will be prepared in June for the next fiscal year. ❑ Send the complete agreement, exhibit(s), to the contractor along with the standard transmittal memo and the IRS Form W-9 (included below). ❑ 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. /DATE ACoR" CERTIFICATE OF LIABILITY INSURANCE (MMIDD/YYYY) 5/13/2024 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT Jonathan Seni a Iia NAME: 9 g PACO No Ext): 415-517-0652 plc No Mighty Oak Insurance Services E-MAIL ADDRESS: Jonathan@ Mi9 h OakSF.com 100 Pine Street INSURER(S) AFFORDING COVERAGE NAIC# Suite 1250 INSURERA: Underwriters at Lloyds of London 15792 San Francisco CA 94111 INSURED INSURER B: INSURER C: SR Rose Engineering Inc. INSURER D: 15751 Kavin Ln INSURER E: Los Gatos, CA 95030 INSURER F MED EXP (Any one person) $ 5,000 COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR OF INSURANCE ADDLISUBRIPOLTYPE IVSD WVD POLICY NUMBER EFF MM DIDfYYYY MCY LICY EXP M /DDNYYY LIMITS X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 2,000,000 �/ CLAIMS -MADE X OCCUR DAMAGE TO RENTED PREMISES Ea occurrence $ 100,000 MED EXP (Any one person) $ 5,000 PERSONAL &ADV INJURY $ 100,000 A Y Y PSM0039870596 1/26/2024 1/26/2025 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000,000 X POLICY [7 PRO ❑ LOC JECT PRODUCTS-COMP/OPAGG $ 2,000,000 $ OTHER: AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ 1,000,000 Ea accident BODILY INJURY (Per person) $ ANY AUTO A OWNED SCHEDULED AUTOS ONLY AUTOS Y Y PSM0039870596 1/26/2024 1/26/2025 BODILY INJURY (Per accident) $ PROPERTY DAMAGE $ Per accident X HIRED�/ NON -OWNED AUTOS ONLY /� AUTOS ONLY UMBRELLA LIAB OCCUR EACH OCCURRENCE $ AGGREGATE $ EXCESS LIAB CLAIMS -MADE DED RETENTION $ $ WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y / N IANYPROPRIETOR/PARTNER/EXECUTIVEE.L. SPTER0 H- ER EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? ❑ N/A (Mandatory in NH) E.L. DISEASE - EA EMPLOYEE $ E.L. DISEASE - POLICY LIMIT $ If yes, describe under DESCRIPTION OF OPERATIONS below A Professional Liability PSM0039870596 1/26/2024 1/26/2025 Per claim/Aggregate $1,000,000 DESCRIPTION OF OPERATIONS/ LOCATIONS /VEHICLES (ACORD 101, Additional Remarks Schedule, maybe attached if more space is required) The town of Los Altos Hills, its City Council, boards, commissions, committees, officers, employees and agents are named as additional insureds. 30 days notice of cancellation will be given. L.tK I It-lk A I C MULUCK i.AIVI+CLLX I IUIV Town of Los Altos Hills Contracts 26379 Fremont Road Los Altos Hills, CA 94022 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE Jonathan Senigaglia ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD TOWN OF LOS ALTOS HILLS BUSINESS LICENSE TAX CERTIFICATE Business Name: S.R. ROSE ENGINEERING INC. Business Location: 15751 KAVIN LN LOS GATOS, CA 95030-3229 Business Type: Owner(s): S.R. ROSE ENGINEERING INC. S.R. ROSE ENGINEERING INC. License Number: 15751 KAVIN LN Date Issued: LOS GATOS, CA 95030-3229 Expiration Date: THIS LICENSE MUST BE POSTED INA CONSPICUOUS PLACE AT THE BUSINESS LOCATION. IT IS NOT TRANSFERABLE OR ASSIGNABLE S.R. ROSE ENGINEERING INC.: Thank you for your payment on your Town of Los Altos Hills Business License. IAS ALTOS HILLS CALIFORMA CONSULTING ENGINEERING SERVICES 03205368 5/21/2024 12/31/2024 This License Certificate does not permit any individual, business, or corporate entity, to conduct business activity which would otherwise be prohibited in the Town. Payment of a business tax (required by the provisions of the Town of Los Altos Hills Municipal Code), its acceptance by the Town, and the issuance of a certificate to any person, shall not authorize the holder thereof to carry on any business unless the holder has complied with all requirements of said Code and all other applicable laws. This certificate has been issued without verification that the holder is subject to or exempted from licensing by the state, county, or federal government; or any other government or government agency. Keep this portion for your license separate in case you need a replacement for any lost, stolen, or destroyed license. A fee may be charged for a replacement or duplicate license. If you have questions concerning your business license, contact the Business Support Center via email at LosAltosHills@hdlgov.com or by telephone at (650) 443-9095. Starting January 1, 2021, Assembly Bill 1607 requires the prevention of gender-based discrimination of business establishments. A full notice is available in English or other languages by going to: https://www.dca.Ga.gov/publications/ 1A ALM IRIS TOWN OF LOS ALTOS HILLS j� 8839 N CEDAR AVE #212 CALIF -OR \La FRESNO, CA 93720 S.R. ROSE ENGINEERING INC. 15751 KAVIN LN LOS GATOS, CA 95030-3229 MUM TOWN OF LOS ALTOS HILLS 10. BUSINESS LICENSE TAX CERTIFICATE License Number: 03205368 Date of Issue: 05/21/2024