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HomeMy WebLinkAboutCSG, Inc. (5) fr r► AGREEMENT THIS AGREEMENT is made and entered into on the2j day of becsho u , 2014 by and between the TOWN OF LOS ALTOS HILLS (hereinafter referred to as "TOWN") and CSG Consultants, 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: Update Quality Assurance Program and DBE Annual Form 2. EXHIBITS. The following attached exhibits are hereby incorporated into and made a part of this Agreement: Proposal from CONTRACTOR dated November 21, 2014 3. TERMS. The services and/or materials furnished under this Agreement shall commence a-s4-'4 and shall be completed by r_ 3/-/5" , 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 One thousand five hundred ninety-five dollars and zero cents ($1,595.00) 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 Shod loin, Upen.e 4/23110 4110 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: i. WORKERS COMPENSATION INSURANCE: Minimum statutory limits. H. 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. 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 2 of 4 Shoe form Updalod*23/ID V 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. Town of Los Altos Hills Page 3 of 4 Shod/am updated 4/23/10 V • h. 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: CONTRACTOR: Richard Chiu Public Works Director Town of Los Altos Hills By: a / _ 26379 Fremont Road Signatu e Date Los Altos Hills, CA 94022 � : a acPA Print name, Title TOWN OF LOS ALTOS HIL/LLS: By: c P9IN-120a4 Car ahill, City Managermanager Date Town of Los Altos Hills Page 4 of 4 Short mm, Updated 4123/10 V November 21,2014 Mr. Richard Chiu, P.E. Public Works Director Town of Los Altos Hills 26379 Fremont Road Los Altos Hills, CA Subject: Town of Los Altos Hills QAP&Annual DBE Form Updates and Caltrans Coordination Services Dear Mr.Chiu, We have prepared this letter to outline the scope of work to assist the Town of Los Altos Hills in completing the Update to Quality Assurance Program (QAP)for 2014 and DBE Annual form for FY '14/15 to comply with Local Assistance requirements for federally funded projects. SCOPE OF WORK The scope of work shall includes: Task 1—Update Quality Assurance Program(QAP) Under this task, CSG shall update Los Altos Hills' 2009 QAP for the year of 2014. Some of the updates include: • Stating that all laboratories used must be certified by Caltrans • Stating that federally funded project certifications will be retained for a three year period from final payment. • Updating the guidelines for Sampling and Testing • Listing examples of tests that could be witnessed • Referencing a list of materials typically accepted by Certificate of Compliance • Referencing an example of what a Certificate of Compliance shall resemble • Adding section regarding"Dispute Resolution" This task shall also include submitting the documents to Caltrans and coordination with Caltrans the Town. Task 2—Update DBE Annual Form(Exhibit 9-B) Under this task, CSG shall update Los Altos Hills' DBE Annual Form (Exhibit 9-B) via Caltrans Local Assistance Procedures Manual Forms for the fiscal year of 2014/2015. This task shall also include submitting the documents to Caltrans and coordination with Caltrans the Town. 1700 South Pmgiett Boulevard,3i°Flow; San Mateo.CA 94402 Phone:650-522-2500:Fax 650-522-2599 Emelt:csgsmx®asoenorcam';Online e1 wnn.esgenor com 4 V Mr.Richard Chiu Town of Los Altos Hills lune 2,2014 Page 2 of 2 COST PROPOSAL CSG proposes to complete the proposed Updating to the QAP, DBE Annual Form, and Caltrans Coordination with a lump sum total of$1,595. Updating the QAP and DBE Annual Form breakdown Includes: Main Tasks Amount 1—Update Quality Assurance Program (QAP)for 2014 $ 1,195 2—Update DBE Annual Form (Exhibit 9-B)for FY 114/15 400 TOTAL FOR TASKS 1&2 $ 1,595 We look forward to working with you on this project. Please call if you have any questions. Sincerely, CSG Consultants,Inc. Deryk Daquigan, PE Senior Engineer 1700 South Amph ei1 Boulevard,210 Floor: San Mateo,CA 94402 Phone:850-522-2500:Fox:650-522-2599 Emeil'.ce06tsfl®ceganvrcoml Onllno alvrvw.rs9ongccom �i 0 irk► Form W'9 Request for Taxpayer Give form to the (Rev.October 2001) Identification Number and Certification requester.Do not ow.nu�.e or the mee&ry send to the IRS, flfoN Rev.m's ossa Name!Coe shown on your locwne tax rewm) " c5 cowSwtANfv .Tuc - goal «e r.me,d dlflereni from obey. fr Check appropriate box: U IMI ldueVSole proprista H<orporabon ❑ ParineniP Exet ❑ Limited liability billy company.Enter the lax classification p.divegartled entity, a ty Cm peratlon P.partneral,ip)• ❑ Exerrrry b ❑ °w(eeeineeucbme) ▪& Address(number,street,and apt.or suite no) Requesters name end address(optional) • 1700 S APIPHI ETf 6t u0 3"l)FLR _ Teem of Les Altos Hills Cay,Mete,end ZIP code 26379 Fremont Road SAN MATEO cit 99902. Los Altos Hills,CA 94022 um account numberw)her.(4wmon4 ._ Taxpayer Identification Number(TIN) _ Eller your TIN In the appropriate box.The TIN provided must match the name given pl Line I to avoid eoSel osaNly"umber backup w4Nholding. Fa individuals,this is your social security number(SSN). However.lora resident alien,sole proprietor,or disregarded entity,see the Part I instnictims al page 3. For other ernes,It is your employer identification number(EIN). If you do not have a member,see How to gat a TIN on page 3. or Note.If the account is N more than one name, see the chart an page 4 for guideline on whose Employer IrbrNaweon number nUTbar to enter. 91 3.053149 ham Certification Under penalties of perjury,I certify that: 1. The number shown on this form Is my correct taxpayer Identification number(or I am welting for a number to be Issued to me),and 2. I an,not subject to backup withholding because:(a)I am exempt from backup withholding, or(b)1 have not been notified by the intenol Revenue Service(IRS)that lam abject to backup wlhholdng 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. I am a US,citizen a other U.S.person(defined below). Cenificanm InslrucIons.You must cross out Item 2 above if you have been notified by the IRS that you are mrrently subject to backup withholding because you have failed to repot el Interest and dividends on your lax return.For real estate transactions,Item 2 does not apply. For mortgage Interest paid,acquisition or abandonment of secured properly,cancellation of debt,contributions to an individual retirement arrangement(IRA),and generally,payments other than interest and dividends,you are not redAred to sign the Certification,but you must provide your correct TIN.See the st ions on page 4. Heresig urn e4 Here db person IP. Dots • 11 a4 ry General Instruction Deaddon of a U.S. person. For federal tax purposes, you are Section references are to the Int I Revenue Code unless considered a U.Sperson if you are: otherwise noted. • An individual who is a U.S.citizen or U.S. resident alien, • A partnership.corporation, company,or association created or Purpose of Form organized In the United States or under the laws m the United A person who Is requked to file an information return with the States, IRS must obtain your correct taxpayer identification number(TIN) • An estate(other than a foregn estate),or to report,for example. Income paid to you,real estate • A domestic trust(as defined in Regulations section transactions,mortgage interest you paid,acquisition or 301.7101-7). abandonment of secured properly,cancellation of debt, or pplg rides for contributions you made to an IRA, Sp partnerships.tPartnerships that conduct a trade or business In the Uaie Stales are generally required to Use Form W-9 only if you are a U.S. person(including a pay a withholding tax on any foreign partners'share of Income resident alien),to provide your correct TIN to the person from such business. Further,in certain cases where a Form W-9 requesting ft(the requester) and when applicable,to: has not been received, a partnership Is required to presume that 1. certify that the TIN you are giving is correct(a you are a partners a foreign person, and pay the withholding tax. waiting for a number to be issued), Therefore. If you are a U.S. person that is a partner in a 2.Certify that you are not subject to backup withholding, or partnership conducting a trade or business in the United States. provide Form W-9 to the partnership to establish your U.S. 3.Claim exemption from backup withholding if you are a U.S. status and avoid withholding on your share of partnership exempt payee. If applicable,you are also certifying that as a income. U8 person,your allocable share of any partnership Income from The person who gives Form W-9 to the partnership for a U.S. trade or business is not subject to the withholding tax on foreign partners'share of effectively connected Income. purposes carofle establishingaoIts U.S. from h avoiding withholding on Itsdallocable share of netIncomes the eIs in Note.If a TIN,tyr givesmyou a form other than'sForm W-9 to conducting c a cases: a business in the United States Is In iha request your you must the requester's form if it is following cases: subsiflMialy slmlkd to this Form W-9. •The U.S.owner of a disregarded entity and not the entity, Cot.No.10291% Form W-9 (Rev.10-20071