Loading...
HomeMy WebLinkAboutCleary Consultants, Inc AmendmentAMENDMENT TO AGREEMENT BETWEEN THE TOWN OF LOS ALTOS HILLS AND CLEARY CONSULTANTS, INC. This amendment ("Amendment") by and between the Town of Los Altos Hills ("TOWN") and Cleary Consultants, Inc., ("Contractor") is dated for references purposes as of April 5 , 2022, with reference to the following facts: RECITALS WHEREAS, on November 11, 2020, TOWN and CONTRACTOR entered into an agreement entitled "Agreement" Between the TOWN and Cleary Consultants, Inc. for soil engineering observation and compaction testing services for backfill of utility work at the Lands of Natoma Subdivision Project at 28030 Natoma Road, ("Agreement"); and WHEREAS, both parties desire to amend the Agreement in order to modify the compensation and to extend the term of the Agreement. NOW THEREFORE, In consideration of the covenants, conditions and promises hereinafter contained, to be kept and performed by the parties hereto, TOWN and CONTRACTOR agree that the following section of the aforesaid agreement dated November 11, 2020, is amended to read as follows: Revision to Section 3. TERMS (with additions in italics and deletions in 3. TERMS. The services and/or materials furnished under this Agreement shall commence July 16, 2020 and shall be completed by Q-telber 31; 2024, April 10, 2022, unless terminated pursuant to Section 5(f). Revision to Section 4a. COMPENSATION 4. COMPENSATION. For the full performance of this Agreement: a. TOWN shal pay CONTRACTOR an amount not to exceed F4#eeW-V41hA0JJr*a4Jd 41400) Twenty-three thousand five hundred dollars and zero cents ($23,500) ...... ope- General Provisions A. Except as modified hereby, the terms and provisions of the Agreement shall remain unmodified and in full force and effect. B. Capitalized terms not otherwise defined herein shall have the same meaning as set forth in the Agreement. -I- C. In case of any conflict between any term or provision of this Amendment and any term of provision of the Agreement, the term or provision of this Amendment shall govern. D. This Amendment shall be deemed to be made in, and construed in accordance with, the laws of the State of California. In the event suit is brought by either party hereunder, the Parties agree that venue for such action shall be vested in the state courts of California in the County of Santa Clara or in the United States District court in the Northern District of California. E. This Amendment may be executed in one or more counterparts, each of which shall be deemed an original, but all of which when taken together shall constitute one agreement. IN WITNESS WHEREOF, this Amendment has been executed as of the date set forth above. CONTRACT COORDINATOR and representative for TOWN: Oscar Antillon /)10^ w Town of Los Altos Hills 26379 Fremont Road Los Altos Hills, CA 94022 -2- CONTRACTOR: Chris Ciecanowski, President T 1!9�,LE)� ALTOS HILLS: Peter Pirrile-jad, City Manager AGREEMENT THIS AGREEMENT Is made and entered into on the J f Pd'P.y of 1VOW ry b , 2020 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: CONTRACTOR. Shall provide or furnish the following specified services and/or materials: Soil engineering observation and compaction testing services for backfill of utility work at the lands of Natoma Subdivision Project at 28030 Natoma Road. 2. EXHIBITS. The following attached exhibits are hereby incorporated into and made a part of this Agreement: Proposal from CONTRACTOR dated July 15, 2020 3. TERMS. The services and/or materials furnished under this Agreement shall commence July 16, 2020 and shall be completed by October 31, 2021, unless terminated pursuant to Section 5(0. 4. COMPENSATION. For the full performance of this Agreement: a. TOWN shall pay CONTRACTOR an amount not to .exceed Fifteen thousand four houndred dollars and zero cents ($15,400) 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 Red form g of A Updated 4128/10 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 Ike 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 Short foan Updated 4129110 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 Shod form Updeled 4123110 Page 3 of 4 .1 1 0 (0" r 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: Nichol Bowersox Public Works Director Town of Los Altos Hills By: 26379 Fremont Road signature Date Los Altos Hills, CA 94022 LenGat �,T' Print name, Title TOWN OF LOS ALTOS HILLS: By: 0, �12-lzov Carl Cahill, City Manager --b-0— Town of Los Altos Hills Page 4 of 4 Shad form Updated 4/23/10