Loading...
HomeMy WebLinkAboutEinseberg, Olivieri & AssociatesAGREEMENT k THIS AGREEMENT is made and entered into on the 0' day of M o-rck 20 11 by and between the TOWN OF LOS ALTOS HILLS (hereinafter referred to as "TOWN") and Eisenberg, Olivied & Associates (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'. Develop a Corporation Yard Stormwater Pollution Prevention Plan for the Town of Los Altos Hills 2. EXHIBITS, The following attached exhibits are hereby incorporated into and made a part of this Agreement'. Proposal from CONTRACTOR dated March 7, 2011 3, TERMS. The services and/or materials furnished under this Agreement shall commence 3/14/2011 and shall be completed by 5/16/2011, 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 six thousand five hundred dollars and zero cents ($6,500.00) 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. "rown of Los Altos Hills Page 1 of 4 Short form UpdolLd 4123110 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.: 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,, vil. 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 Ujo&ilod 4123110 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 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 4/23110 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 EO A 27YL Public Works Director Town of Los Altos Hills By. 26379 Fremont Road Signature Date Los Altos Hills, CA 94022 Print name, Title TOWN OF LOS ALTOS HILLS: By, Carl Cahill, City manager Date Town of Los Altos !--fills Short form Page 4 of 4 Updated 4/23110 Eisenberg, 011vieri 8, Associates Environmental and Public Hedill Engineering March 7, 2011 Mr. Richard Chiu Director of Public Works Town of Los Altos Hills 26379 Fremont Road Los Altos Hills, CA 94022 Subject: Proposal for Developing a Corporation Yard Stormwater Pollution Prevention Plan for the Town of Los Altos Hills Dear Mir. Chlu: Per your e-mail dated March 2, 2011, this letter transmits a proposal to assist you with developing a Corporation Yard Stormwater Pollution Prevention Plan (SWPPP) for the Town of Los Altos Hills, Scope of Work EOA will implement the following activities to develop a Corporation Yard SWPPP: • Make one site visit to tour the Corporation Yard and meet with appropriate staff. During this visit, staff will collect site specific documents (e.g - facility storm drain system map, Spill Prevention Control and Countermeasure (SPCC) Plan, Hazardous Materials Business Plan, Operating Procedures, etc,) provided by the Town's Corporation Yard staff, - Develop draft SWPPP for review by Town staff, • Develop final SWPPP and submit to Town staff. Estimated Budget and Schedule EOA will require 32 staff hours to complete this task. Our estimated not -to -exceed budget for developing a Corporation Yard SWPPP is $6,500. This is consistent with the budget submitted to you in our proposal for providing technical assistance with Municipal Regional Permit compliance, and includes budget for overall project management, The work will be billed on a time -and - materials basis according to the attached EOA 2011 Fee Schedule. The budget includes allowance for expected expenses in accordance with the Fee Schedule, The project schedule is dependent on the date that EOA receives Notice to Proceed from the City and the schedule for the field visit. However, we anticipate completing the SWPPP within 30-45 days of the site visit. MA, Inc. # 1410 Jackson Street * Oakland, CA 74612 - Tel; (510) 832-2852 0 Fax; (510) 832-2856 111 West Evelyn Avenue, Suite 110 - Sunnyvale, CA 94084 * Tel; (408) 720-8811 * Fax: (408) 720-8812 Mr. Richard Chiu March 7, 2011 Page 2 Again, thank you for the opportunity to submit a proposal. Please contact me at 408-720-8811 if you have any questions or would like to discuss this further Sincerely, 611 Jill Bicknell, P E Managing Engineer Attachment: EOA 2011 Fee Schedule Eisenberg, Olivier! & Associates Environmental and Public Heallh Engineering 2011 FEE SCHEDULE The following fee schedule covers personnel rates for EOA, Inc. staff Our charges are divided into two categories: personnel, and outside direct expenses. A new fee schedule is issued at the beginning of each year. Charges for all work, except where other arrangements have been made, are based on the new schedule of charges, PERSONNEL Personnel charges are for any technical, clerical or administrative work necessary to perform the project. Work tasks include geologic and environmental consulting, engineering and computer services, regulatory liaison, and report preparation. Personnel rates are as follows-, Personnel Category Hourly Rate Principal $223 Manager of Operations $216 Managing Engineer/Scientist 111 $216 Managing Engineer/Scientist 11 $205 Managing Engineer/Scientist 1 $195 Senior Engineer/Scientist III — Project Leader $179 Senior Engineer/Scientist/Planner 11 $165 Senior Engineer/Scientist/Planner 1 $149 Associate Engineer/Scientist 11 $135 Associate Engineer/Scientist 1 $115 Technician $ 91 Clerical/Computer Data Entry $ 65 Charges for professional services are in increments of one quarter-hour. Depositions/legal testimony charged portal-to-portal, at 200% of standard rates, with a four-hour minimum charge. In accordance with California Civil Procedure 2037 7, where applicable, the Ml - Eisenberg, Olivier! & Associates Environmanial and Public Heallh Engineering 2011 FEE SCHEDULE (Continued) minimum fee must be paid prior to commencement of testimony. Preparation for court cases is charged on a time -and -materials basis as outlined in this fee schedule, OUTSIDE DIRECT EXPENSES Reimbursement for expenses directly related to services provided will be charged at cost plus 10%. Examples of such direct expenses include: • Costs of sub -consultants or subcontractors • Costs of special fees (insurance, permits, etc.) • Costs of long-distance telephone, copying, drafting, blueprints, etc (EOA copies charged at,$ 0,10 each) • Costs or rental of special equipment • Costs Of authorized travel outside Bay Area Automobile mileage directly related to services (at allowable IRS rate, currently $0.55/mile) INVOICES Invoices are prepared and submitted on a monthly basis, as either final or progress billings and are payable upon receipt unless prior arrangements have been made. Interest of 1-1/2% per month, or the maximum rate allowed by law, is payable on accounts not paid within 30 days, DATE: March 14, 2011 TO: Eisenberg, Olivieri & Associates Environmental and Public Health Engineering TRANSMITTAL LETTER John Chau Town of Los Altos Hills 26379 Fremont Road Los Altos Hills, CA 94022 FROM: Don M. Eisenberg, Ph.D., P.E. SUBJECT: Signed Service Agreement The following items are enclosures and were sent via: )1A US Mail Overnight Mail Federal Express Hand Delivered No. of Copies Description 2 Signed Agreement for Corp Yard SWPPP 1 W-9 Form, completed and signed Insurance certificate has been ordered. It should arrive separately by email w/ hard copy by mail. If you have any questions related to contracts and billing or if you need any additional information, please contact me directly at 510-832-2852 ext. 114, or by email at doneisenberg@eoainc.com. Thank you, E Inc. -, Don M. Eisenberg, Ph.D., P.E. --/ President 1410 Jackson Street • Oakland, CA 94612 • tel.: (510) 832-2852 • fax: (510) 832-2856 C:\Documents and Settings\doncisenbergWy Documents\Templates\Trvismittal Letter - eoa.doc Form W-9 Request for Taxpayer Give form to the JFIevDepa October Q Tivo Identification Number and Certification requester. Do net Inlornfrrirerll UIIP itVIU! y send to the IRS. rntern�l RcvFnueoim,e Name (as shown on your Income tax return) �®A , C— ID —tU _ M Business name. it different from above c p........_.._,..,....w..W.............._._.... m r Check appropriate box; 11IndividuallSa1e proprietor ;KCorporation F]Partnership ❑ Limited liability company Enter the tax ciasslllcation (Dl disregardod entity, C corpordtiorr, Pwpartnership) I� .,..... ❑ Exempt , 15ee .0 3 Other (see instructions) F- Pn y c C Address (number. street. and apt. or suite no) a _ Requester's name and address (optional) /1110 Ja. C -KS , K Town pF Los Altos Hills state. and ZIP code 26379 Frornont Road 1 � Ras lilies Hills, CA 94422 p List account number(s) here (optional) in � 1 exp )Lor Identification Number ff l N} Etter your TIN in tate appropriate box The TIN provided must mfife Warne given lirial asa 1 to avoid 5cu^Mourity a,umbar backup v�ithholding For individuals, U11s 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 Identiiloatiot number (FIN) I1 you do not have a number. see Now to get a VN on page 3 or Note. If the account is In more than one name. sae the chart oft page 4 for guidalines on whose )Employer identification nuh,be, number to enter I s� �pt !,A? 7 REM Certification / Under penalties of perjury. I certify that: I 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 tile Internal Revenue Service (IRS) that I am subject to backup withholding a$ a resttlt of a failure to report all Interest or dividends. or (c) the IRS has notified ins that I am no longer subject to backup withholding. and 3 1 am a U S citizen or other U S. person (defined below) Certiflcation Instructions. You must cross cut item 2 above If you have been notified by the IRS that you are ourrently subject to backup withholding because you have tailed to report all Interest and dividends oil 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 Cerliflcallon. but you must provide your correct TIN Sebe instructions on pacug 4 SignSlonnturo of I Here U.B. poraon 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 i1 (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 Cfalm 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 frorn a U S trade or business Is not subject to the withholding tax on foreign partners' share of effectivaiy 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 I► 311YI9 0 r 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. 0 A partnership. corporation, company, or association created or organized in the United States or under the laws of the United States. a An estnto (other than a foreign estate). or u 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 not Income from the partnership conducting a trade or business In the United States is in the following cases: 0 Tlio U 5 owner of a disregarded entity and not the entity. Cat No 10231X �._. .. Form _9 (Rev 10.2007)