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HomeMy WebLinkAboutGuiliani & Kull-San Jose, Inc. (7)AGREEMENT THIS AGREEMENT is made and entered into on the day of December 9, 2024 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: Topographic Survey for the Lower Arena improvements at the Westwind Barn 2. EXHIBITS. The following attached exhibits are hereby incorporated into and made a part of this Agreement: Exhibit A: Email Proposal from Contractor dated November 22, 2024 3. TERMS. The services and/or materials furnished under this Agreement shall commence December 2, 2024 and shall be completed by December 31, 2024, 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 four thousand and seven hundred dollars and zero cents ($4,700.00) 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 4/26/22 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. Withregard 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 4 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 4 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: Daniel Liang Utility Engineering Manager Town of Los Altos Hills 26379 Fremont Road Los Altos Hills, CA 94022 Town of Los Altos Hills Short form Updated 412622 CONTRACTOR: 61Vt1({p1 & kVLL By: Ma ��� IZ%)2-4/ Signature Date MR R/< A, 1.1FL'oN, P+R,:5slag Print name, Title TOWN OF ALT S HILLS: By: 44 P er Pirneja , City Manager at Page 4 of 4 EXHIBIT A Daniel Liang From: Mark Helton <mhelton@gk-sj.com> Sent: Friday, November 22, 2024 3:29 PM To: Daniel Liang Cc: Rodd Rowalt Subject: RE: Topo Survey for Lower Arena at Westwind Barn Attachments: LAH-Westwind Arena Survey Limits.kml Hey Daniel, I took a look at the limits of the blue clouded line on your exhibit. However, that exhibit does not quite show all of the existing information. So, I did my best to create a Google Earth image, (see attached). Does this show the limits of what you want? (Or, Is it too much, or too tittle...) If this looks about right, the cost will be $4,700. (You will need Google Earth to open this KML file. (Well, as least we do!) Sincerely, Mark A. Helton, PE, PLS Giuliani & Kull -San Jose, Inc. 4880 Stevens Creek Blvd., Suite 100 San Jose, CA 95129 Office (408) 615-4000 ext. 1 Cell (408) 891-9868 Please note that my email address is no longer: mhett-o.n-@gkeD-gi..neers.com It is now: mh_elton@gk-sj.com Please update your address book accordingly. Thanks!!! From: Daniel Liang <dliang@losaltoshills.ca.gov> Sent: Thursday, November 21, 2024 4:01 PM To: Mark Helton <mhelton@gk-sj.com> Cc: Rodd Rowalt <rrowalt@gk-sj.com> Subject: RE: Topo Survey for Lower Arena at Westwind Barn Mark, Noting unusual. The Town plans to replace the wood fence at the lower arena, upgrade the irrigation system, and regrade drainage swales to improve storm drainage. Thanks! EXHIBIT A Daniel From: Mark Helton <mhelton@gk-si.com> Sent: Wednesday, November 20, 2024 1:51 PM To: Daniel Liang <dliang@losaltoshills.ca.gov> Cc: Rodd Rowalt <rrowalt@gk-si.com> Subject: RE: Topo Survey for Lower Arena at Westwind Barn Hey Daniel, Sure, you bet. As soon as I can sit down with Rodd and figure out the cost, we will get you over the cost. Anything unusual about this requested survey? Sincerely, Mark A. Helton, PE, PLS Giuliani & Kull -San Jose, Inc. 4880 Stevens Creek Blvd., Suite 100 San Jose, CA 95129 Office (408) 615-4000 ext. 1 Cell (408) 891-9868 Please note that my email address is no longer: mhe1ton65)9ken9ineers.com It is now: mheltongk.-sj,�om Please update your address book accordingly. Thanks!!! From: Daniel Liang <dliang@losaltoshills.ca.gov> Sent: Wednesday, November 20, 2024 1:49 PM To: Mark Helton <mhelton@gk-si.corn> Subject: Topo Survey for Lower Arena at Westwind Barn Mark, Would you please provide us a cost proposal to perform topographic survey for the lower arena at the Westwind Barn? See attached. Thanks! !AS ALTQS NN11,lxS D4wd 1'� �►� Utility Engineering Manager Town of Los Altos Hills r >.� 26379 Fremont Road, Los Altos Hills, CA 94022 P: 650-947-25111 C:650-647-0056 F: 650-941-3160 E: dliang_(@losaltoshills.ca.gov 91 ® Stu Informed GIUL&KU-02 LBORDELON ,4�o�RO CERTIFICATE OF LIABILITY INSURANCE FDATE (MM/DD/YYYY) 11 /12/2024 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 Linda Bordelon, CISR Elite NAME: Micheletti Alternative Insurance Solutions PHONE FAX 300 Banner Ct. Suite 1 (A/C, No, Ext): (A/C, No): Modesto, CA 95356 E-MAIL linda@michelettiins.com ADDRESS: INSURER(S) AFFORDING COVERAGE NAIC # INSURER A: Sentinel Insurance Company, LTD 11000 INSURED INSURER B: Hartford. Accident and Indemnity Company _22357 Giuliani & Kull, Inc. - San Jose INSURER C: Republic Indemnity Company of America 22179 4880 Stevens Creek Blvd., Suite 100 INSURER o, Hartford Fire Insurance Company 19682 San Jose, CA 95129 INSURER E: INSURER F: nnVPRAnPC rCorrrrrnro knHee000. 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 TYPE OF INSURANCE ADDL SUER. POLICY NUMBER POLICY EFF POLICY EXP LTR INSD WVD MMIDD/YYYY MM/DD/YYYY LIMITS A X COMMERCIAL GENERAL LIABILITY 2'000,000 _ EACH OCCURRENCE $ CLAIMS -MADE X OCCUR57SBABP2321 4/26/2024 4/26/2025 X X DAMAGE TO RENTED 300,000 - - _ PREMISES (Ea occurrence)... _$. MED EXP (Any one person? $ 10'000 PERSONAL & ADV INJURY $ 2'000'000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 4'000'000 X POLICY JERK LOC PRODUCTS COMP/OP AGG $ 4'000'000 OTHER. $ B AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT 1,000,000 (Ea accident) $ X ANY AUTO X X 57UECBD6704 4/26/2024 4/26/2025 BODILY (Per person) $ OWNED SCHEDULED _INJURY - - _ AUTOS ONLY AUTOS BODILY INJURY (Per accident) $ X HIRED X NON -OWNED AUTOS ONLY AUTOS ONLY PROPERTY DAMAGE (Per accident) $ A UMBRELLA LIAB _ X OCCUR EACH OCCURRENCE $ 2'0005000 X EXCESS LIAB CLAIMS -MADE 57SBABP2321 4/26/2024 4/26/2025 2'000'000 AGGREGATE $ DED X RETENTION $ 10,000 C WORKERS COMPENSATIONPER X AND EMPLOYERS' LIABILITY BILIITY STATUTE EERH ANY PROPRIETOR/PARTNER/EXECUTIVE Y/N X 25345704 4/26/2024 4/26/2025 Y N I E.L.EACH ACCIDENT $ 1,0005000 OFFICER/MEMBER EXCLUDED? A (Mandatory in NH) - - - 1'000'000 If yes, describe under - E.L. DISEASE__ - EA EMPLOYEE $ -- - DESCRIPTION OF OPERATIONS below1,000,000 E.L. DISEASE -POLICY LIMIT $ D Errors & Omissions 57 OH 0444864-24 4/26/2024 4/26/2025 Liability 2,000,000 D Errors & Omissions 57 OH 0444864-24 4/26/2024 4/26/2025 Deductible 5,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) Town of Los Altos Hills is named as additional insured on the general liability and auto liability per attached forms. Primary and non-contributory wording applies to the general liability and auto liability per attached forms. Waiver of subrogation applies to the general liability, auto liability and Worker's Compensation per attached forms. LOY-10 Le SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE Town of Los Altos Hills THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. 26379 Fremont Road Los Altos Hills, CA 94022 AUTHORIZED REPRESENTATIVE 6 bnw^, ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. 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