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HomeMy WebLinkAboutJJ Nguyen, Inc. (4)AGREEMENT THIS AGREEMENT is made and entered into on the day of 2009 by and between the TOWN OF LOS ALTOS HILLS (hereinafter referred to as "TOWN") and JJ NGUYEN, 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: Perform landscape maintenance along the pathway at Foothill College and EI Monte Road 2. EXHIBITS. The following attached exhibits are hereby incorporated into and made a part of this Agreement: Proposal from CONTRACTOR dated 5/12/2009 and email dated 4/ 27/2009, 3. TERMS. The services and/or materials furnished under this Agreement shall commence 8/05/2009 and shall be completed by 8/04/;0-<, unless terminated pursuant to Section 5(f). 2Otl 7e -C . d 4. COMPENSATION. For the full performance of this Agreement: a. TOWN shall pay CONTRACTOR an amount not to exceed Fourteen thousand three hundred dollars and zero cents ($14,300.00) within thirty-five (35) days following 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 Not to exceed $15,000 per fiscal year Updated 3.17.08 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. 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 - Contracts 26379 Fremont Road Los Altos Hills, CA 94022 Town of Los Altos Hills Page 2 of 4 Not to exceed $15,0oo per fiscal year Updated 3.17.08 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 Not to exceed $15,000 per fiscal year Updated 3.17.08 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: W'✓ 26379 Fremont Road Signature ate Los Altos Hills, CA 94022 Oivlcm T�w — oer.UICI etr Print name, Title TOWN OF LOS ALTOS HILLS: By: CA 7`70 Carl Cahill, City Manager Da e Town of Los Altos Hills Page 4 of 4 Not to exceed $15.000 per fiscal year Updated 3.17.08 Fora, WW Request for Taxpayer Give form to the (Rev. October 2007)requester. 1Cl flti'�Ict°r,n Number and Certification Do not DepartmentoftheTreasury send to the IRS. Internal neveriue Servire Name (as shown on your Income tax return) TO UM WW cBusiness name, if different from above C7\.),6N) T y ,- Check appropriate box: LJ Individual/Sole proprietor Corporation Ll Partnership Limited liability company. Enter the tax classification (D=disregarded entity, C=corporation, P=partnershlp) 10. ___ ___ _ Exempt ❑ P w _l Other (see instructione) payee c Address (number, street, and apt. or suite no.) requester's name and address (optional) S G b , Town of Los Altos Hills City, state, and ZIP code y QA W 26379 Fremont Road rnSQVI osQ q9t(27) Los Altos Hills, GA 94022 List account number(s)'here (optional) i- _ Taxpayer Identification Number (TIN) Enter your TIN in the appropriate box. The TIN provided must match the name given on Line 1 to avoid Sooial sacuritynumbor backup withholding. For individuals, this is your social security number.08N). However, fora resident alien; sole proprietor, or disregarded entity, see the Part I Instructions on page 3. For other entities, it is Your employer identification [lumber (EIN), If you do not have a numbers see -How to get a TIN on page 3, or __.... _. ............ _. .._..__.. Note. if the account Is in more than one lame, see the chert on page 4 for guidelines on whose Employer identification number number to enter. 120 d5- 6109.9 -Gr' 1 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 ine), 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 the Internal Revenue Service (IRS) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS Inas notified me that I 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 rust cross out item 2 above if you have been notified 'bythe IRS that you are currently st,lbjoct to backup withholding because you have failed to report all Interest and dividends On 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 Certification, but you must provide your correct TIN.' See the instructions on page 4. Sign Signature of Here U.$, person 110-/ "`� Date R `7�tri /U 7 General lnstiructioni Section references are to the Internal Revenue Code unless otherwise noted. 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. Claim 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 it is substantially similar to this Farm W-0 -g Y y Cat. No. 10231X Form W-9 (Rev. 10-2007) Definition of a U.S. person, for federal tax purposes, you are considered a U.S. parson if you are: • An Individual who is a U.S. citizen or U.S, resident alien, r A partnership, corporation, company, or association created or organized in the United States or under the laws of the United States, ® An estate (other than a foreign estate), or e 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, lin certain cases where a Farm 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 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 disre aided entity and not the entity, JJ NGUYEN, INC 3172 SALEM DR SAN JOSE, CA 95127 408-259-7982 Bill To 26379 Fremont Rd Los Altos Hills, CA 94022 Invoice Date Invoice # 9/30/201.0 227 P.O. No, Terms Project Landscape Maintenance El ... Quantity Description Rate Amount Landscape maintenance charge from February 6 to August 4 2010- END OF CONTRACT 7,150.04 7,150.04 Total $7,150.04 Change Order Proposal No. 5 Date:5/12/09 Project Name: Foothill College Path Description of charge: Weekly Maintenance (52 weeks Total) Materials (include itemized quantity and unit costs plus sales Tax Labor (Include itemized hours, trades and rates) Equipment Rentals (Include invoices or standardized rate charges for contractor owner equipment) Total Cost Contractor's Overhead and Profit on labor and Material (15%) Amount Charge Per Week 52 Weeks Total By: JJ NGUYEN INC $ 182.00 $ 57.13 $ 239 $ 35.87 275.00 $ 14,300.0 a Page 1 of 1 John Chau From: Benny Nguyen [snow _fal10105@yahoo.com] Sent: Monday, April 27, 2009 12:30 PM To: John Chau Subject: Maintenance Description A John, This is the description for maintenance proposal: The contractor responds for weed and irrigation control. Also contractor is responding to pick up trash and trimming the trees if needed. Thanks, Binh Nguyen JJ Nguyen Inc, 6/30/2009