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HomeMy WebLinkAboutSDM Construction 06.11.2025Town of Los Altos Hills Page 2 of 4 Short form Updated 4/26/22 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: i. 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 3 of 4 Short form Updated 4/26/22 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. h. CONTRACT ADMINISTRATION. The TOWN hereby designates the Utility Engineering Manager and the City Manager as Contract Administrator for this Form {Bee.t Departn lnternal (\1 o.'!6o- Co IW'g I neque$t fior Taxpayer I crr* rorm to the Hffiff#" I ldentification Number and certirication | fffif,il',"*1"' i Narne (as shor,'rn on your incorne Ex ret-rn) I Deyan Dinev i SDM Construction cE*-e:Eoi =fitr(, l}$ CLo {D(D (D Gheck appropriat€ box: B fUmaua/$ole proprieu f] U*it"O liatrilitv cornosnv. Enter the to< classificati, I corporation tr eu*.,*"rip f=disrmarded entifu . C=coroorstion-1 Exemptu payee f] otner tsee inrfuctimrJ F Address (numbet, steet, and apt" or aite no.) 2055 Sierra Road *57 Requeeter's name ard addreos (optionafi Twn of Lm Alto Hills 2fi379 Fremont fioad Los Altos Hills, CA 9402? Cfu, etate, and ZIP code Concord, CA 94518 Lht accomt nurnba(e) here {optionaf la ldentification Number Enter your TIN in the appropriate box. The TIN provided must match the name given on Une 1 to avoid backup withholding. For individual$, this is your social security number {SSFI). However, for a resident alien, sole proprietor, or disregarded entity, see the Part I instructions oit page 3. For other entities, it is your ernployer identification number {ElN). lf you do not have a number, see l/ow to Sret a IirV ur page 3. Note. lf the account is in more than one name, see the chart on page 4 for guidelines on whose number to enter. Certification Under penalties of perjury, I certify that: 't. The number shown on this form is my correct taxpay€r identification number {or I am waiting for a number to be issued to me), and 2. I am not subject to backup withholding because: (a) I am exempt from backup withholding. or (b) I have not been notified by the lnternal Revenue $ervice (lR$) that I am subject to backup withholding as a result of a failure to report all ifierest or dividends, or (c) the lR$ has notified me that I am no longer subject io backup withholding, and 3. I am a U.S. citizan ar sther U.S, person (detned balow). Certificatlon instructions. You must cross ont item 2 above if you have been notified by the IRS that you are curently subject to backup witlrhdding because you have failed to rsport all interest ard dividends on your tax return. For real estate transactions, itsm 2 does not apply. For mortgage interest paid, acquisition or abandonment of secured prsperty, cancellatiofl of debt, csrtributians to an individual retirement arrangement (lRA). and generally, payments other than interest and dividends, you are not required to sign the Certification, but you must provide your correct TlN. $ee on page 4. $ign Here Ittrts > 0610il2425 General lnstru Section references are to the lnternal Hevenue Code unless otherwise noted. Purpose of Form A person who is required to file an information return with the IRS must obtain your corre*t taxpayer identification number fIlN)to report, for example, incone paid to you, real estate transactions, mutgage interest you paid, acquisition or abandonment of secured property. cancellation of debt, or contributions you nade 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 pvson requasting it (the requester) and, when applicable, to: 1. Certrly that the T1N you are giving is correct (or you are waiting for a number to be issued), 2. Ceftify that you are not subject to backup withholding, or 3. Claim exemption from backup withholding if you are a U.S. exempt pay€e. lf applicahle, you are also mrtifying that as a U.S. person, your allocable share af any partnership income from a U"S. trade or business is not subject to tlre withholding tax on foreign partners' share of effectively connected incore. Note. lf a requester gives you a form other than Form W-9 to request your TlN. you must use the requester's form if it is substantially similar to this Form W-9. Social eecuity number002 r04 t3762 [bfinitlon of a U.S. persori. For federal tax purposes, you are considered a U.S. person if you are: r An individual who is a U.S. citizen or U.S. resident alien, e A partnership, corporation, company. or association crmted or organized in the United $tates or under the laws of the United States, r An estate {other than a foreign estate}, or r A domestic trust (as defined in Rqulations section 301 .7701-7). Spceid rubs fcr partnsrshhe Partnerships that conduct a lrade or business in the United States are generally required to pay a wilhholding ta,\ on any foreign partners' share of inconre from such busines. Further, in cstain cases where a Form W-9 has not been received, a partnership is required to presunre 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 pafinership conducting a trade or business in the Untted States, provide Form W-9 to the partneship 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 es'tablishing its U.S. status and avoiding withholding on its allocable share of net incorne from the partnership conducting a trade or husiness in the United States is in the following cases: r The U.S. owner of a disregarded entity and not the enlity, Cat. No. 10231X Employer identif ieation nurn her : Form W-9 {Rev. 1&200fl