HomeMy WebLinkAboutTownsend Management, Inc. (6)AGREEMENT
THIS AGREEMENT is made and entered into on the day of 0T Ne,,,. 2015 by
and between the TOWN OF LOS ALTOS HI ' LLS (hereinafter referred to as "TOWN")
and Townsend Management, 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:
Provide inspection services for the. 2015 Sanitary Sewer
Repair and Rehabilitation Project
2. EXHIBITS. The following attached exhibits are hereby incorporated into and made a
part of this Agreement:
Proposal from CONTRACTOR dated April 30, 2015
3. TERMS. The services and/or materials furnished under this Agreement shall
commence 5/6/2015 and shall be completed by 6/25/2015 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 Thirty-three thousand
forty dollars and zero cents ($33,040.00) within thirty, (30) days following receipt
of invoice and completion/delivery of services/goods as detailed in Sections 1, 27
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 4/23/10
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 arisingout 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 2 of 4
Short form
Updated 4/23/10
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
Short form
Updated 4/23/10
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:
Richard Chiu
Public Works Director
Town of Los Altos Hills
26379 Fremont Road
Los Altos Hills, CA 94022
Town of Los Altos Hills
Short form
Updated 4/23/10
Print n9me, Title
TOWN OF LOS ALTOS HILLS:
�mm
Date
P/2- / C_ I pAi,
By:
— A
Carl Cahill, CityManager'Datb
Page 4 of 4,
Townsend
Management
Inc.
project planning, engineering, and management solutions
April 30, 2015
Mr. Richard Chiu, PE
City Engineer/Public Works Director
Town of Los Altos Hills
26379 Fremont Road
Los Altos Hills, CA 94022
Subject: 2015 Sanitary Sewer Repair and Rehabilitation Project
Proposal for Construction Inspection Services
Dear Richard:
TMI is pleased to provide this proposal for construction inspection services related to the above subject
project. The envisioned scope is to provide full time construction inspection and oversight for the
proposed sanitary sewer work scope, as it involves multiple locations throughout the town for pipe
bursting, spot repair and other sanitary sewer rehabilitation work and will require significant traffic control
and coordination to ensure safety of the workers and the General Public.
This proposal is based on the plans and specifications for Bid, titled "'2015 Sanitary Sewer Repair and
Rehabilitation Project", as awarded to EPS, Inc. In review of the plans and specifications and as requested
by the Town of Los Altos Hills, TMI has considered a duration of thirty five (35) working days to complete
the project.
For the required construction inspection services, TMI proposes a Task Order/Agreement on a Time &
Material (T&M) basis, not to exceed the budget amount of $33,040 as detailed below:
• Based on an hourly rate of $118/hr (using 280-hrs => 35 x 8 = 280)
• Eight (8) hour minimums will apply (Full time inspection)
• Travel time is included for an 8 -hr work day.
TMI will invoice for the work scope indicated above on a tracked time and materials basis and submit the
payment request on a month-end billing cycle. Any monies not used in the Task Order/Agreement will
not be billed. Payment terms are net 30 days from receipt of invoice. Services for these work efforts are
unique and will not be billed to any other activities for the Town of Los Altos Hills. During the course of
the project, if it is determined that additional services associated with this project are needed, we will be
happy to discuss those services and adjust our scope through mutual agreement with you.
Thank you for the opportunity to continue to provide service. Please review this proposal and should you
have any questions or comments, please contact me at (415) 999-7095.
Since ely,
To send a' agement, Inc.
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mir Zu ek
.,incipa
cc: file
P.O. Box 24442, San Francisco, CA 94124 tel 415-285-9009, fax 415-285-9011 www.tmi-cm.com
Form 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.
Internal Revenue �ervi-.-_,e
Name.(as shown on your income tax return)
Townsend Management, Inc.
(0
Business name, if different from above
0
0
r_
0
Check. appropriate box: F -1 Ind ivid ual/Sole proprietor NJ Corporation F-1 Partnership
Exempt
15
F-1 Limited liability company'. Enter the tax, classification (D=disregarded entity, C=corporatio* n, P=parinership) 01-
payee
2
Other (see lnstruct!Ms).
Address (number, street, and apt. or suite n
Requester's name and address (oprtioned)
CL
P.O. Box 24442
Town of Los it Hills
state, and ZIP cods
.0City,
26379 Fremoht Road
San Francisco CA 94124
Los Altos Hillst 1CA '94022
(D
W
List account number(s) here (optional)
W
F9 -TM Taxpayer ldentifi dation Number I.
Enter your TIN in the appropriate box. The TIMI ,provided must match the name given on Line 1 to avoid Sodial security number
backup withholding. For individuals, this is your r Social Security number (SSN). However, for a resident A
alien, sole proprietor., or disregarded entity, see the Part I instructions on page $. For other entities, itis
your employer identification number (EINE. If you do not have a number, s6e.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 guide nes on whose Employer'identification number
number to enter.
94 3381432
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) 1 am exempt frorn backup withholding, or (0) 1 have not been notified by the Internal
Revenue Service (IRS that I am subject to backup withholding as a 'result of a failureto report all interest or dividends
-or (c) the IRS has
notified me that 1 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 crosscut 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 inter st and dividends- on your tax return. For real estate transactions, item 2 does not apply,
For mortgage interest paid, acquisltifo�n r aband?onmi nt of 'Secured property, cancellation of debt, contributions to an individual retirement
arrangement (IRA), and generally, payt tints Otttj
n interest and dividends, you are not required to sign the Certificat ion, but *OU Must
y
provide your correct TIN. See. the i actio0 ge 4.
sign Signatum of
Here U.S. person 111P -
General Instructio s
lection ection referencesare to th nternal ,venue Code unless
r
-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. lain 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 itis
substantially similar to this Form W-9.
Date op- 5/15/15 *
Definition of a U.S. person. For federal tax purposes, you are
considered a U.S. person if you are:
0 An individual who is a U.S. citizen or U.S. resident alien,
# A partnership, corporation, company, ompany, or association created or
organized in.the United States or under the, laws of the United
St at es
# 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 y.our 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:
# The U.S. owner of a disregarded entity and not the entity,
Cat. No. 10231X Form W-9 (Rev. 10-2007)
RESOLUTION 13-15
A RESOLUTION OF THE CITY COUNCIL OF THE
TOWN OF LOS ALTOS HILLS AWARDING A CONTRACT FOR CONSTRUCTION
OF THE 2015 SANITARY SEWER REPAIR AND REHABILITATION PROJECT
WHEREAS, the Public W6rks Director of the Town of Los Altos Hills did, in open session,.
duly examine and consider all bids submitted to it for the construction. of the 2015 Sanitary
Sewer Repair and Rehabilitation Project.; and
WHEREAS, the Public Works Director recommends that the contract for said project be
awarded to the lowest responsible bidder, Express Plumbing Service, Inc., for the amount of
$500,230; and
WHEREAS, the Public Works Director recommends that funds of $51,000 be made available
for construction contingency; and
WHEREAS, the Public Works Director recommends that funds of $58,000 be made available
for inspection and testing of said project.
NOW, THEREFORE, BE IT RESOLVED. by the City Council of the Town of Los Altos Hills
that:
1. The City Manager is hereby authorized to award a contract with the lowest
responsible bidder in an amount not to exceed $500,230.
2. The Public Works Director is hereby authorized to approve contract change orders in
an amount not to exceed $51,000.
3. The City Manager is hereby authorized to execute necessary contracts with inspection
. and testing firms in an amount not to exceed $58,000.
The above and foregoing Resolution was passed and adopted by the City Council of the Town of
Los Altos Hills at an adjourned special meeting held on the 31St day of March, 2015 by the
following vote:
AYES: Corrigan, Harpootlian, Radford, Waldeck
NOES:
Larsen
ABSTAIN:
None
ABSENT:
None
Resolution 13-15 Page 1