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HomeMy WebLinkAboutENGEO 02.26.25AGREEMENT THIS AGREEMENT is made and entered into on the 24iay of February 2025 by and between the TOWN OF LOS ALTOS HILLS (hereinafter referred to as "TOWN") and ENGEO (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: Prepare engineered plans and project report for the Page Mill Road [Old Page Mill Road — Christopher's Lane] Pathway Project. Submit Encroachment Permit application and response to comments to CalTrans, District 4. 2. EXHIBITS. The following attached exhibits are hereby incorporated into and made a part of this Agreement: EXHIBIT A — Proposal from contractor dated September 19, 2024, revised on February 12, 2025. 3. TERMS. The services and/or materials furnished under this Agreement shall commence February 28, 2025 and shall be completed by June 30, 2026, 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 sixteen thousand dollars ($16,000.00) 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 5 Short form Updated 4/26/22 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 Page 2 of 5 Short form Updated 4/26/22 Town of Los Altos Hills 26379 Fremont Road Los Altos Hills, CA 94022 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 Town of Los Altos Hills Page 3 of 5 Short form Updated 4/26/22 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 agreement. The CONTRACTOR shall only take direction regarding the services provided under this Agreement from the Contract Administrator. Furthermore, CONTRACTOR agrees that the Contract Administrator shall be included any meeting, teleconference or written communication between any Town representative including Committee members and the CONTRACTOR. The TOWN may modify the Contract Administrator at any time upon providing written notice to the CONTRACTOR. 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: Astha Khanal Assistant Engineer Town of Los Altos Hills 26379 Fremont Road Los Altos Hills, CA 94022 Town of Los Altos Hills Short forth Updated 4/26/22 CONTRACTOR: u7[4& r ' ol� 02/25/2025 Signature Date Julia Moriarty, Principal Print name, Title TOWN F L , LTOS LLS: Peter Pirne' ,City Manager Date Page 4 of 5 Fora, 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 Service Name (as shown on your income tax return) N ENGEO Incorporated m Business name, if different from above CL 0 w o Check appropriate box: ElIndividual/Sole proprietor ® Corporation ❑ Partnership Exempt ,— El Limited liability company. Enter the tax classification (D=disregarded entity, C=corporation, P=partnership) ► __ _ ___ ❑ � o 2 ❑ Other (see instructions) ► payee c c Address (number, street, and apt. or suite no) Requester's name and address (optional} i 2633 Camino Ramon, Suite 250 Town of Los Altos Hills City, state, and ZIP code m 26379 Fretnont Road W San Ramon, CA 94583 Les Altos Hills, CA 94022 List account number(s) here (optional} ffMM Taxpayer Identification Number (TIN) Enter your TIN in the appropriate box. The TIN provided must match the name given on Line 1 to avoid Social security number backup withholding. For individuals, this 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 identification number (EIN). If you do not have a number, see flow 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 guidelines on whose Employer identification number number to enter. 1 94-1748418 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) 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 has 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 must cross out 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 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 02/25/2025 Here I U.S. person ► A&W ROI&H/ Date ► 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 it (the requester) and, when applicable, to: 1. Certify that the TIN you are giving is correct (or you are wafting for a number to be issued), 2. Certify that you are not subject to backupwithholding, 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 Form W-9. Definition of a U.S. person. For federal tax purposes, you are considered a U.S. person if you are: • An individual who is a U.S. citizen or U.S. resident alien, • 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 • 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 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) Short -form Agreement Instructions and Checklist Professional Services (unrelated to public prolects): € Obtain a detailed quotation from the qualified vendor/contractor. € Determine availability of funds in the current budget — consult finance for appropriate budget number if necessary € Request approval from the City Manager € Complete the agreement template: o Section 1 — Detail the goods and/or services the vendor/contractor will provide to the Town. o Section 2 — Attach the detailed quotation as an exhibit. o Section 3 — Provide the contractor with a deadline to provide the goods/or services. If services are on-going, the contracts should expire no later than the end of the current fiscal year. A new contract will be prepared in June for the next fiscal year. € Send the complete agreement, exhibit(s), to the contractor along with the standard transmittal memo and the IRS Form W-9 (included below). € Contractor should return at least one signed original copy and a completed W-9 to the Town. If you receive the documents, please forward everything to finance. Public Works Projects: The California Labor Code beginning at section 1720 deals with this issue. Labor Code sections 1720 and 1771 define public works as work done under contract and paid for in whole or in part out of public funds that involves one or more of the following: Construction; Alteration, Demolition, Installation; Repair/ Maintenance work. Contractor shall comply with all prevailing wage laws, rules and regulations on public works projects. A complete definition may be found at: http://www.leginfo.ca.gov/calaw.htm1. € Submit a request for quotations to the Town's authorized vendor list for the services requested. € Determine availability of funds in the current budget — consult finance for appropriate budget number if necessary € Prepare a written recommendation to the City Manager to award the contract to the vendor whose bid is most advantageous to the Town with a compelling reason why the selected bid is most advantageous. € With City Manager approval, complete the agreement template: o Section 1 - Detail the goods and/or services the vendor/contractor will provide to the Town. o Section 2 — Attach the detailed quotation as an exhibit. o Section 3 — Provide the contractor with a deadline. If services are on- going, the contracts should expire no later than the end of the current fiscal year. A new contract will be prepared in June for the next fiscal year. € Send the complete agreement, exhibit(s), to the contractor along with the standard transmittal memo and the IRS Form W-9 (included below). € Contractor should return at least one signed original copy and a completed W-9 to the Town. If you receive the documents, please forward everything to finance. GEO September 19, 2024 Revised February 12, 2025 Ms. Astha Khanal Town of Los Altos Hills 26379 West Fremont Road Los Altos Hills, CA 94022 GEOTECHNICAL ENVIRONMENTAL WATER RESOURCES CONSTRUCTION SERVICES COASTAUMARINE GEOTECHNICS Project No. P11359.000.006 Subject: Page Mill Road Pathway from Christopher Lane to Gerth Lane Los Altos Hills, California PROPOSAL FOR ENGINEERING SERVICES Dear Ms. Khanal: We are pleased to submit this proposal to provide professional engineering services for the subject project in Los Altos Hills, California. The proposed project is located on the northern side of Page Mill Road between Christopher Lane and Gerth Lane. We understand that the Town of Los Alto Hills would like to construct a pathway meeting Town standards in this area. A portion of the pathway will be located within the California Department of Transportation (Caltrans) right-of-way for Page Mill Road and will require an encroachment permit prior to the start of construction. We understand several tree removals will be required for the project but otherwise, the project will consist of minor grading and surfacing of the new pathway with an aggregate base material. The Town has asked us to provide a proposal for permitting services to help secure an encroachment permit for this project from Caltrans. We have been providing similar services to the Town for the Matadero Creek Bank Stabilization and Restoration project approximately'/2 mile south of this area. The Town has furnished us with a survey dated June 18, 2024, to assist with the permitting process. SCOPE OF SERVICES Based on our experience with Caltrans, the following will be required to obtain an encroachment permit. Task 1: Engineered Plans and Project Report Caltrans will require a set of plans signed by a Civil Engineer licensed in the State of California showing, at a minimum, the following information. 1. Location of pathway and earth disturbance limits in relation to the limit of Caltrans right-of-way, including any tree removals. 2. Temporary Stormwater Pollution Measures proposed for the project. 3. Also, a project report meeting the criteria described in Caltrans 2024 Design Engineering Evaluation Report Guidelines. These guidelines will require that a California Environmental Quality Act (CEQA) Notice of Exemption be filed for the project by the Town, which is outside of our scope of work. n 2350' Mission College Boulevard, Suite 800, Santa Clara, Cr'-� `�;tt >dj 574-49-`10 ' itiiow "1%eo.£:G'"` www.engeo.com Town of Los Altos Hills P11359.000.006 Page Mill Road Pathway from Christopher Lane to Gerth Lane September 19, 2024 PROPOSAL FOR ENGINEERING SERVICES Revised February 12, 2025 Page 2 Task 2: Encroachment Permit Application and Response to Comments We can submit the above application materials to Caltrans via the District 4 web portal and respond to any comments before the encroachment permit is issued. SCHEDULE We are providing this schedule as an estimate to complete the above services based on our experience working with the Caltrans. 1. Base map preparation. We require approximately 2 weeks after authorization to prepare a base map with CAD linework, aerial surveys, and topography. (Assume 2 weeks). 2. Site reconnaissance and project plan preparation. We will walk the site with Town Representatives to make sure we understand any other constraints, such as tree removals/ trimming, or utility conflicts, and add these features to the project base map. (Assume 2 weeks after initial base map preparation). 3. California Environmental Quality Act review. Depending on whether tree removals are required, we will assist the Town in preparation of a Categorical Exemption for the project to demonstrate compliance with the California Environmental Quality Act (CEQA). (Assume 1 month if required). 4. Caltrans Encroachment Permit. Assume 3 months of Caltrans review time and responding to questions. In total, we assume an approximate 5 -month time frame to complete the project after authorization from the Town. FEE We propose to provide the above-described scope of services for the fees itemized in the table below. TABLE 1: Fee Estimate 1 Engineered Plans and Project Report $11,500 2 Encroachment Permit Application and Response to Comments $4,500 TOTAL $16,000 Additional services requested by you that are not outlined in this agreement, such as attendance at project meetings will be charged on a time -and -expense basis. Please let us know if you would like us to provide an estimate for any additional services, including construction support and preparation of project specifications and cost estimates. ENGEO's liability for damage due to professional negligence, acts, errors, omissions, breach of contract and consequential damages will be limited by Client to an amount not to exceed an aggregate limit of fifty thousand dollars or ENGEO's fee, whichever is greater, regardless of the legal theory under which such liability is imposed. Town of Los Altos Hills P11359.000.006 Page Mill Road Pathway from Christopher Lane to Gerth Lane September 19, 2024 PROPOSAL FOR ENGINEERING SERVICES Revised February 12, 2025 Page 3 If the above scope of services and fee are acceptable, please issue a contract as our authorization to proceed. We can begin our services upon receipt of an executed agreement. If you have any questions or comments, please contact us. Sincerely, ENGEO Incorporated Jonathan Buck Associate jb/jr/rhb/cb Robert H. Boeche Principal