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HomeMy WebLinkAboutCleary Consultants, Inc. (3) fir AGREEMENT THIS AGREEMENT is made and entered into on them day of November, 2012 by and between the TOWN OF LOS ALTOS HILLS (hereinafter referred to as "TOWN") and Cleary 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: Provide soil engineering observation and testing services for the Safe Route to Los Altos Schools Project 2. EXHIBITS. The following attached exhibits are hereby incorporated into and made a part of this Agreement: Proposal from CONTRACTOR dated November 12, 2012 3. TERMS. The services and/or materials furnished under this Agreement shall commence it -is-Il. and shall be completed by q-30_ /3 , 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 three hundred dollars and zero cents ($6,300.00) 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 Shoe form uydatod11231t0 4 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. 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. Hi. 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 shady an exited 4/23/10 V 11110 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 form 0Watb 4132110 6+ 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 rt/ '/i z Town of Los Altos Hills By: 2 26379 Fremont Road i atut Date Los Altos Hills, CA 94022 / ara.n .IT F.rns,c- ,V. P. Print name, Title TOWN OF LOSALTOSHILLS: ` '7 By: ( 1 12. I l,- Carl Cahill, ity Manager Date Town of Los Altos Hills Page 4 of 4 Short form uptlNM aorto it CLEARY CONSULTANTS, INC. J.Michael Geary,CEG,GE GF. A.Gechanuwakl,GE Geotechnical Engineers and Geologists Grantrant F.Foster,GE November 14,2012 Ser.3779 Mr.John Chau,Assistant Engineer Los Altos Hills Town Hall Offices 26379 Fremont Road Los Altos Hills, CA 94022 RE: PROPOSAL FOR SOIL ENGINEERING SERVICES DURING CONSTRUCTION SAFE ROUTE TO SCHOOLS PATHWAY IMPROVEMENTS PROJECT LOS ALTOS HILLS,CALIFORNIA Dear Mr. Chau: Introduction As requested, we arc submitting this proposal to provide soil engineering observation and testing services during the construction of the planned Safe Route to Schools pathway improvements project in Los Altos Hills,California. Based on discussion with you, we understand the planned 14 working day project will start this week,and include the installation of a new pathway along West Fremont Road between West Edith Avenue and Concepcion Road in Los Altos Hills.You have estimated that we will be required for approximately 14 half-days(7.0 man-days total or 56 hours)during the project for observation and testing of the subgrade, and installation and testing of new quarry fines pathway section. Scope of Services Based on the planned construction as described above, our scope of services for the project will include full time to intermittent on-site observation and field density testing as required during the subgrade preparation and quarry fines installation phases of the work. We estimate that approximately four compaction curves on the subgrade soils and quarry fines materials will also be required in our lab at$250 each. 900 N.SAN ANTONIO ROAD • LOS ALTOS,CALIFORNIA 94022 • (050)948-0574 • FAX(650)949-7161 www.clearyconsultantsincmm tis Mr.John Chau,Assistant Engineer Los Altos Hills Town Hall Offices • November 14,2011 Page 2 Specific details of the contractor's schedule to complete the various phases of the work are not known,therefore we propose to provide our services on an hourly time and expense basis. Arrangements Delays due to inclement weather, construction periods longer or shorter than those estimated, or reinspection/retesting of unsatisfactory work could result in an increase or decrease of our costs accordingly. Our field observation services including office supervision,and the necessary office and laboratory work, will be provided in accordance with the terms and rates of our Schedule of Fees and Conditions presented on the reverse side of the last page of this proposal. Usually,the cost of our services on the basis of full-time observation and testing during a normal eight-hour work day would be about $900 per day, $450 per half-day, and $150 per site visit. Consultations and report preparation are billed in addition at the appropriate hourly rate. Our billings will be submitted monthly or upon completion of those phases of the work involving our services. Based on our understanding of your contractor's schedule to complete the above work, and as discussed with you,the estimated total cost for our geotechnical engineering services is$6,300. Our billings will be submitted monthly. All services rendered by us consist of professional opinions and recommendations made in accordance with generally accepted soil and foundation engineering principles and practices. This warranty is in lieu of all other warranties,either expressed or implied. Under no circumstances is it our intent to directly control the physical activities of the contractor or the contractor's workmen's accomplishment of work on this project. The presence of our field representative at the site is to provide the Town with a continuing source of professional advice, opinions, and recommendations based on the field representative's observation of the contractor's work and does not include any superintending, supervision, or direction of the actual work of the contractor or the contractor's workmen. Any construction review of the contractor's performance conducted by us is not intended to include and does not include review of the adequacy of the contractor's safety measures in,on,ornearthejob site. CILIARY CONSULTANTS,INC. V Mr.John Chau,Assistant Engineer -Los Altos Hills Town Hall Offices November 14,2011 Page 3 As our authorization to provide the above services,please sign and return one copy of this proposal. Should you have any questions,please do not hesitate to call. Yours very truly, •CLEARY CONSULTANTS,INC. EW Gran osier Geotechnical Engineer 2662 GF:cm Copies: Addressee(email) AUTHORIZATION Approved By Date CILIARY CONSULTANTS,INC. ii IMO MI POKY IMNSUI TANTS.lNr SCHEDULE OF FEES AND CONDmONS PEKSONNEI CHARGES Adminstnta Assistant. ""----- "- 45.011AN Dramin 4ibm4my . . - 5000hr Staff Engine/Staff Engineering Geologist... 9500IIr Senior Engineering Technician -- - . 950Whf Senior Project Engines/Senior Project Engineering Geologist -. --...__ .. I05.001u Senior Engineer/Senior Engineering Geologist 125.OMn Principal 5145A0Ar• •Eepd witness fees for sppmmm at court and dmori0ons ae51500/dayand$500 halfday. Them is a minimum ofone-halfday for all court and deposition appasrances. Ed1UPMFNTAAEORATTIRY aJAROFS Automobile $0j5Milc Mobilelaboratory. - • 5.00Amm Nuclear MoiwurelDensilyGnuge. 5.00hat l aboratoryCompaction Oram.ASTM DI 557 22500/la WNCP1 I ANRM N CITAINT5 DHlIbgaavim,plintingandreprdudion,special endconmllentfa,permits,Insurance,equipment and vessel rental,towel andmbsinmxapmies and other similar related costsarebilhd at eoatplug 15 percent Copies ofpreviouslyissud reprint will be billed at$25.00for the first capyandS10.00 for each edditionelcopy,oratcod of reproduction Ibr larger reports. STANDARD OF CARE amryCenmhmds,Ine(CCE under thieAgmmmlwilleaiwtoconduaservices in arammer consistent with hat level ofummdskillordnarilyexercindbymembn aflhe pro/mien anT tIyptaotitlng in theism°locality under similar conditions. No other warranty,expensed or implid,Is made aunt recognises that subsurface condilionsmay varyfrom those encountered at the locations where our bmbgs,sunen,or explorations are mule and that our dura, intapretatiamandfaommendatiomare based solely on the infomation vailablelous.We will bereaponshleforthosedma,ion:mo apons,and remmmmdationsbut shall not berespoa 31efm We inttpreation byothas of the information dadopd. BIGHT OF ENTRY TheCli itshallproWdeforCCFsrlghtofeuynnd allourmnaaryequipmmt,inordeb compldethewot WhileCCI shall takeallrammble recautiontomhwma any demnge to thepropery,it is understood byClient that in Monomial mune of work some damage may occur,theemrection of which is not pan ofthia Agtmmmt. 11ENEKAL I TAHIITry INSURANCE Carapreamis sod warrants protected by worker's compensation iomrmmsnd threwe haves hcoverageundepubliciiabilityandpropatydwageimurance policies whichwc dam tobcadequate Certificates for allsuchpolidesofinsunnee shall be provided to Client upon requarin writing.WOwllelimitsadcondtliomof such insurance,we agreed)indannifyadnacCTientMurales,from andaginaany loss,damage,orliabilityarisingfrom anynegligmtactsbyCClandhnsR.Wesh0 not be respnaslblefor any loss,damage or lnbilitybcyond the amounts,limits,and conditions ofmd,insurance We shall not hcrosponsiblefor any loss,damagA or liabilityarisbgfrom anynegligml Reisor willful misconduct ofClint,its agents,staff,and other mmultantsernpla5:d by it Certificates of ow gaaral llabililyinanance shall bepmW dad upon request. IrtTmme In thepmavtionafour work CO will take all mammblepramlioos to avoid damage or injuryto subterranean aW]uem or utilities. Theaging agrees to waive any deim ageim-Caad m defend ndemnirynb holeICallemless from anydaim or propel forinjuryor loarallegMhed (gfrmm CCI damaging uNagrawdutildim or other moo-mega objects that were not called to CCP]attention or which were not pmpely located on plans firrniabed to MCI. _ 1 IMITATION OF LTA&LITY To Me fullest eaten permitted by law,and notwithstanding any other provision of the agreement,the total gby,through h In Me aggngme,of Ca and lid officers, dtrcnon,proem,empmXes,agents and nhmuul ver n,and any of Mem,to the Client and anyone tltlndng by,that ugh or reader the Client,for any and all claims,Mare mrtsordamagevofmy nature wee,pro er dnMgvutcif,resulting from or In anyway related m thio project orae Agreement from any°mora ncen,dilbgbd For MIMS to the uegligaegpmMaalondermnoromMlongeelddalWnt¢leobreachafeonnanorw by CCI eagen or Implied,MCC]or IeofMen, tar$In,employees,agents or tubcontdlants,oranyofthem,ahallnatexced ihetotal compensation received by CCI under thlsAvraamngorthe total amount of 510,000,nhlehever is greater. DISPInO'S The panics to this Agreement cowoma andagrec Mn all nodispm and other matters in quag lionbetween the panics to litisAmment arising out of or relating to this Agreement or the brmch Thermshell bosubmivto n- el to onobbding mediation (Any prior to inn lation(Any lawsuit or other litigation,unless timpani=mutmllyagrec otherwise The cost of said Mediation shall besplit enallybdwmo the parties. DISCOVERY OF UNAM'ICPATED GAZAHDOUS MATRRIAIk Ilasardouomatfialserrwtaiathea ofhazardous mataus matmielamnymines aaloewhere there is no raison to belimeTheymothofshould be present CCIadClientagm0ue McWm very ofunmitigatedhazardous=MMus constitute a changed condition requiring a renegotiation oftheseope of the work or termination ofsavica AWNDISNIPOFDO,tieMd tc MI reports,bodnglogs,field dote,field notesTabombrytestdata,calculation;estimates,and other domldfor, Word by Cele.Instruments fservice,Ball rennin our property.Client agora that all repoNend other work Mniuhd to thecllent orbic agents,which Is not pald for,will harem-mod upon demand and will notbeusd by the Client for anypuryon whmam. TFORD PARTY EENEMABIIE Nothingmoeiedw ihisAgrmmohellanles contractual rdm sepia i ithareuuseofaction in favor ofa Mirdpatyagimnither theClimtor CO.spar services under MlrAgenment embdogpef d soMyfotheaimlhbencfit,and no othermbyahall have enydaim against CabeaueeoflhisAgmoent mMepmfima or oange6mance ofarvimhereunder.The Climt agrees to includes provisioninall contracts with mnlramonandmberentitia involved in Miaprojectb mirymlthe intent of this paragraph. Hegiaphnyto may a as) uAgamor ltat conO,aoft erhelparty. vuderorivtantintheAgrcaomP(intluduflbuPnullbtirdlomoamlhalenoduemmunl®that may be due)without Mepdwwrillm consent ofMeotherparry. INUGMRC Invoices for our eeswhiwill eiwbce Is d,uomopnogoo s mof so made,aar whmMawoh the dueled. Inmimaofthell idudmmtthema tom mwill anot permin derby lai fom thantfrom weiinIhe untlaileil sa ei Raymmtermisomaevan l a tion icehied to=forms on thc epayinmoumofobe isreemenemaimummtepemiablebt hosfiocliadnanyfjude e itorsdtlon t sums duelus easonbleaanions falvimurtoalsrend terms byagreement,CailullctiditowlPat Sons Me°lime,any Judgement or sediment dueplussmmnableauorneys'fees,court coals and other upenao mmmd by CCI for such collection anion. AAhaPLES mple thesamples ofsoil end rock cagescoilctmr of from 0 than days after echsnao%herepotsunlmvtheClimldKenolhewlse OponIequal,we will deliver Meaamplm b theaimt,Merges collect,or will ebrclhan for an agreed storage charge.