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HomeMy WebLinkAboutCleary Consultants, Inc. (60 AGREEMENT THIS AGREEMENT is made and entered into on the day of September, 2010 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 2010 Pavement Rehabilitation and Storm Drain Improvements Project. 2. EXHIBITS. The following attached exhibits are hereby incorporated into and made a part of this Agreement. Proposal from CONTRACTOR dated September 8, 2010 3 TERMS, The services and/or materials furnished under this Agreement shall commence 9/13/2010 and shall be completed by 11/30/2010, 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 fourteen thousand, nine hundred dollars and zero cents ($14,900 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 I of 4 SPM form opda,ed 03110 V 471kt .4ii//7 `/ no/se o 5. GENERAL TERMS AND CONDITIONS �leq�yw�-- ials, /rens .rte p..re s s.c..t a HOLD HARMLESS. CONTRACTOR agr s to indemnify, defend and hold harmless the TOWN, its officers, age and employees from any and all demands, claims or liability of person injury (including death) and property damage of any nature, caused by 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 he submitted to. Town of Los Altos Hills 26379 Fremont Road Los Altos Hills, CA 94022 Town of Los Altos Hills Page 2 of 4 Shari form UPd the 4(23110 V 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 age 3 of 4 Sinn,am Updated 41M/10 i+ 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 9/ o Town offLossAltos Hills By: /' 26379 Fremont Road Si re Date Los Altos Hills, CA 94022 Car24,jr Jronez V.P. 64//i.✓Eaae,.f5 Print name, Title TOWN OF LOSnALTOS HILLS: By. CdLQ CJY�rl� Carl Cahill, City Manager Date Town of Los Altos Hills Page 4 of 4 Sho.I form Updautl 4/21110 ild 4 Form W-9 Request for Taxpayer Give form to the (Ra October 2007) Identification Number and Certification requester.Do not oopnimonl 01 nor um=.n send to the IRS. l,nrNow Ricerca ave" _ Nome(as shown on your Income tax return) al C LE-/ta Ce�c.[rAn/r1 2J c - • IT ersinem name if de rent from nova a 0 pp" Check apNewmte box: G Individual/Solo proprietor Cpr Corpnnuon 0 paMoeNp Demi"' 0 Limited aaWily company Enter the to daulrcoton(Dd regarded enllly.[nonmetal.P=paravtlp)0- 0 payee S c3 ❑ Other tee inseacb rte)e. Address(number.street.and opt or MAO no) I Requester's name end address lopemaa 17Sway ANPON/- !LA* Town of Lo Altos Nulls 6'm6o Al.lCity mate and 2lp code 26379 Fremont Road e Lor /}C.T6f Ch 9y°2-L Los Altus Hills,CA 94022 9 List account number*here loptiwvfr Part I Taxa or 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 soda!security number(SSW) 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 How to ger a TIN on page 3 or Note II the aecwnt Is in more than ale name.see the chart on page 4 fa guidelines on whose Employer idenIr.cotien number number to enter ger: Z6.06 6 o9 Part II Certification Under penalties of perjury.I certify hal. 1 The number shown on this form is my correct taxpayer identification number(or I am wailing for a number to be issued to ma).and 2 I am not subject to backup withholding because:(a)I sen exempt Iron backup withhoidng.or M)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 dMdends.or(c)the IRS has notified Ine that I am no longer subject to backup withholding. and 3 I am a U S.citizen or other U S. person(defined below) Certification Instructions.You must cross out Item 2 above II you have been notified by the IRS that you are currently subject to backup withholding because you hove foiled to report all interest and dMdends 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 eVvidends.you are not required to sign the Cemficationbut you must provide your correct TIN See the inslmgion3yn page 4 SHign ere US.parson a Dawe 9//<b - General Instructions Definition of a U.S. person. For federal tax purposes you are Section references are to the internal Revenue Code unless considered a U S person if you are: otherwise noted • An individual who Is a U S citizen or U S resident alien. • A partnershipcorporation,company.or association created or Purpose of Form organized in the united Slates or under the taws of the United A person who Is required to file an Information return with the Stales. IRS must obtain your correct taxpayer identification number(no) •An estate(other than a foreign estate).or to report.for example. Income paid to youreal estate •A domestic(rust as defined In Regulations section transactions.mortgage Interest you paid. acquisition or 301 7701-7) abandonment of secured properly cancellation of debt.or Special rules for partnerships.Partnerships that conduct a contributions you made to an IRA trade or business in the United States are generally required to Use Form W-9 only II you are a V S person(Including a pay a withholding lax on any foreign partners'share of income resident alien).to provide your correct TIN to the person from such business Further. in certain cases where a Form W-9 requesting it(the requester)and.when applicable to: has not been received,a partnership Is required to presume that I Certify that the TIN you are giving is correct(or you are a partner Is a foreign person,and pay the withholding tax walling for a number to be issued). Therefore, If you are a U S person that 5 a partner in a 2 Certify that you are not subject to backup WithM1dtling.or partnership conducting a trade or business in the United States. provide Form W-9 10 the partnership to establish your US 3 Claim exemption from backup withholding it you are a U S status and avoid withholding on your share of partnership exempt payee if applicable you are also certifying that as a income U S personyour allocable share or any partnership income from The person who gives Form W-9 to the partnership for a U S (rads or business is not subject to the withholding tax on purposes of establishing its US status and avoiding withholding foreign partners'share of effectively connected income on its allocable share of net income frau the partnership Nolo.If a requester gives you a form other(ban Form W-9 to conducting a trade or business in the United Slates is in the request your TIN you must use the requester's form if itis Following cases: substantially similar lo this Form W-9 a The U S owner of a disregarded entity and not the onllly. Cat No 10231)1 Fomr W-9 (Rev 10-2007) V V Short-form Agreement Instructions and Checklist Professional Services (unrelated to public projects). O Obtain a detailed quotation from the qualified vendor/contractor. O 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. o 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.l/www.leginfo.ca.govlcalaw.html ❑ 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. 4110 IMO nes CLEARY CONSULTANTS, INC. J.Michael Cleary,CEG,GE Christophe A.Clechanowskl,GE Geotechnical Engineers and Geologists Grant F Foster,GE September 8, 2010 Ser. 3035 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 2010 PAVEMENT REHABILITATION AND STORM DRAIN IMPROVEMENTS PROJECT LOS ALTOS HILLS, CALIFORNIA Dear Mr. Chau: Introduction As requested, we are submitting this proposal to provide soil engineering observation and testing services during the construction of the planned 2010 Pavement Rehabilitation and Storm Drain Improvements project in Los Altos Hills, California. As indicated on the plans dated June 2010 which you sent to us, the project will include the replacement of the existing storm drain line and associated new AC/baserock sections at La Cresta Drive,West Loyola Dive, Berkshire Drive,Sunhills Drive,Roily Road,Naloma Road and Foothill Lane. Scope of Services Based on the planned construction as described above, our scope of services for the pavement rehabilitation and storm drain improvements will include soil engineering observation and testing during the trench backfilling and baserock/AC pavement installation phases of the work. 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. The 900 N SAN ANTONIO ROAD • LOS ALTOS,CALIFORNIA 99022 • e650)998-0574 • FAX(650)948-7761 www.clearyconsultantsincmm V Mr. John Chau, Assistant Engineer Los Altos Hills Town Hall Offices September 8, 2010 Page 2 scope of our services will include full time to intermittent on-site observation and field density testing as required for utility trench backfilling, baserock and AC placement and compaction, and laboratory testing(compaction curves). 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. 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 $14,900. 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,or near the job site. CLEARY CONSULTANTS, INC. 4 411i Mr. John Chau,Assistant Engineer Los Altos Hills Town Hall Offices September 8,2010 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, CLFARYCXG_/ NTS, INC. • Grant Foster . ae CleaY Geotechnical Engineer 2662 Geotechnical Engineer 222 GF/JMC:cm Copies: Addressee(2) AUTHORIZATION Approved By Date CLEARY CONSULTANTS, INC.