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HomeMy WebLinkAboutCleary Consultants, IncAGREEMENT THIS AGREEMENT is made and entered into on the � 0 `f5 t day of August, 2014 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 2014 Pavement Rehabilitation Project, 2. EXHIBITS. The following attached exhibits are hereby incorporated into and made a part of this Agreement: Proposal from CONTRACTOR dated August 22, 2014 3. TERMS, The s rvices and/or materials furnished under this Agreement shall commence V% d1 and shall be completed by 16/10j ' , unless terminated pursuant to Section 5(f).11 1 4. COMPENSATION. For the full performance of this Agreement: a. TOWN shall pay CONTRACTOR an amount not to exceed seven thousand seven hundred dollars and zero cents ($7,700.00) 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/employeeslagents/ 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 snort form Page 1 of 4 Updated 4/23/10 5. GENERAL TERMS AND CONDITIONS. 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, 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 26379 Fremont Road Los Altos Hills, CA 94022 Town of Los Altos Hills Page 2 of 4 Short form Updated 4/23/10 c. NON-©ISCRIMI NATION, 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 Short form Updated 4123/10 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 Sy:r�^ int 26379 Fremont Road Date Los Altos Hills, CA 94022 Print name, Title TOWN OF LOS ALTOS HILLS; All By: _ 7 Carl Cahill, City Manager Date Town of Los Altos Hills Short form Page 4 of 4 Updated 4123110 WCLEARY CONSULTANTS, INC. Geotechnical Engineers and Geologists Mr. John Chau, Assistant Engineer Los Altos Hills Town Hall Offices 26379Frcrignt Road Los Altos Hills, CA 94022 Christophe A. Cleohanowski, President, GE Grant F Foster, V100 -President, GE J, Mlahael Cleary, Princlpal, CEG, OE August 22, 2014 Ser, 4457 RE.. PROPOSAL FOR SOIL ENGINEERING SERVICES, DURING CONSTRUCTION 2014 PAVEMENT I1WROVENONTS PROJECT TODD LANE AND OLD RANCH ROAD LOS ALTOS HILLS, CALIFORNIA Dear Mr. Chau: f k2_dmt n As requested, we are submitting this proposal to provide soil engineering observation and testing services during the construction of the planned 2014 pavement improvements project an Todd Lane and -Old R=ch Road in Las Altos HUls,'California. 'Based on discussion with you, we understand the planned projcot will include rolled curb and asphalt work at Todd Lane and Old Rancb Road in Las Altos Hills. You have estimated that we will be required for approximately 2.5 Iran -days (16 to 20 hours'total) during thepraj cot for,o$servation and testing of the subgrade, and installation and testing of the new baserock, We may also be requested to perform. asphalt compaction testing for approximately 5.5 man -days. Scope of Services Based on, the planned construction as described above, our scope of services for the project will include full time to intermittent onsite observation and field density testing as required during the subgrade preparation•snd baserock installation phases of the work, We estimate that approximately, two compaction curves on the subgrade soils and baseroek materials will also be required in our lab at $250 each. 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. 900 A SANANTONIO ROAD - LOS ALTOS, CALIFORIVIA 94022 - (850) 948.0574 - PAK (650) 948.7761 www,clearyconsultentsinc.com Mr. John. Chau, Assistant Engineer Los Altos Hills Town Hall Offices August 22, 2014 Page 2 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 Tees 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 $7,700. Our billings will be submitted monthly. All services render9d 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 worknen!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 superhateadin.g, 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 includereview of the adequacy of the contractor's safetymeasures in, on, or near the job site. CLEARY CONSULTANTS, INC. Mr. John Chau, Assistant Engineer I Los Altos Hills Town Sall Offices August 22, 2014 Page 3 As our authorization to provide the abave'scrviees, please sign and return one copy of this proposal, j Should you have any questions, please do not hesitate to call. Yours very truly, CLEARY CONSULTANTS, INC, ant Poster Geotechnical Engineer 2662 Morn Copies; Addressee (email) Approved By AUTHORTZATZON CUAItY. CONSULTANTS, INC. Date CLFARY CONSUUrANTS INC, PERSONWEL�RQE9 SUMDtn P OR 1 90 ,ANMD MN—DITIONS Administrative Assistant ................................................... ..... Drafting/Laboratory .................................................................................................................................................... ................... ...................... 45.00/hr StalTEngineer/StaffLngincering Geologist........................................................„,.................. 50.00/hr Senior Engineering Technician„.,....,„,.,,„............................................. .... .............. 95,00/hr Senior Project Engineer/Senior Project Engineering Cieologisl,,,,,,,,,,,,,,,,,,,,,,,,,, ..... •."...... ... 9S,OO/hT Senior 13nglneor/Senior Engineering Geologist...............................„,.....,,.............,....,,.,,.,,......,.,..,„,,,...,...........,....,,..,...,,,................................. , l OS 001nr Principal......................................................................$145.00/hr* *Export witucas fees for appearance at court and depositlons are$1600/dayand $800 halfday. There is a minimum ofonahalf day for all court and deposition appearances, jiQIAPMENT/JoAHOR,ATDRY CHARCPR Automobile Mobile Laboratory........................................................................................................... $5,SS/mile Nuclear MoistiveDensity Oaugo......... .... ..............................................................,............................... , ., , ................. 5.00/hour Laboratory Compaction Carve, ASTM D1557............................................................. ..... , ....................., 5,00/test MTSC'HI,i-A,)Q T()�t QT A RGES 225.00/test Drillingservims, printingand reproduction, special and consultra tfees, pennits, insurance, equipment and vessel rental, travel and subsistence expenses and other similar related casts'arabilledatnaatplus95porcent. CopiesofpreviouslyIssuedreportswillbebilledat$25.00forthefirstcopyand$10.00foreachadditlonelvopy,oratcostof reproduction 1br larger reports. STANDARD OF C Cleary Consultants, Ino, (CCO under this Agreement will strivo to conduct services in a manner consistent with that level afcare and skill ordinarily exercised by mgmbers ofthoprofeasioocurrentlypractioing'inthesamelocality under similar conditions, NooAiorwarrantyexpressodorimplicl,ismada Client recognizes that subsuri4ce oonditionstnay vary from those cucaunterod at the locationa where our borings, surveys, or oxplorati'ons are made and that our data, interprolationenind reoommondittionsaro based 30101Y on the hyffirmation available to us, We will beresponsibleforthosodata,interpretations,andrecommondationsbut shall not beresponsiblefor the interpretation byother'e of the information developed. lUGHT OF ENTRY The Client ahallprovido fbr CCI's right ofentry and all our necessary equipment, In order to Complete the work. While CCIshall takeallreasonablepreaautionstominimize any damage to the property, it is understood byClient that in the normal course of work some damage may occur, the correction of which is not part o£this Agreement, GENERAL I.1a13I�. INSMtAN CCI represents and warrants that it Is protected by worker'a compensationinsuranco and that we have such coverage under public liabilltyand property damage insurance policies which we deem to bo adequate. Certificates for all such policies of insurance shall be provided to Client upon request in writing. Wlthiq the limits and conditions of such insurance, we agreato ffidcmnffy and save Client batipless from and against any loss, damage, or liabilityerising ftom nay negligent acts byCCI and its striff, Weshall not be rospon0blefor any loss, damage or liability beyond the amounts, limits, and conditions ofsueh Insurance. We shall not borospousiblofor any loss, dwnagq or liabilityarlulng from arrynegligent acts or willful misconduct ofCliem, Its agents, staff, dad other consultants employedbyit. Certificates ofourgeneral liabilityinsumnce shall be provided upon request, TE In the prosecution of our work; CCI will take all reasonableprccautions to avoid damage or injuryto subterranean structures or utilitltn, The owner agrees to walvo auy claim against CCI and to defend, Indemnify and hold CClharmless from anyolaireor liabllityfor injury or lass ullogedlyarising from CCI's damaging undergroundut4{tics or other mun-made objects that were not called to CCl's attention or which were not properly located on plans ftimished to CCI, LTMiTA'PIQNJ O�'i �,I_ BA ILIT'ff 1 To the fullest extent permitted by law, and not withstanding any other provision ofthds agreement, the total liability, In the aggregate, dfCCJ and its officers, rifreetors,partners, employees, agents and subennsultemis, and any of them, to the Client and anyone claiming by, through or mrder the Client, for any and all claims, les ses, coats or damages of any nature whatatiever arising out Of, reenitingfrom or In any tray related to this project or the Agreemerutfrem Any eche or aausos,I noluding but not limited to tiro negll gene, professional crro rs or emissions, strict liability, breach of contract or warranty, express orim plied, ofCCT or its officers, ditactors, employees, agents or subconsultants, or any of them, shag not exceed the total compensation received by CClunderthts Agreement, orthe total amount of $10,000, whichever Is greater, DISPUTES The parties to this Agreement covenant and agree that all 61aims, disputes and other mniters In question between theparties to ibis Agreement, arising out of ur rulatingto this Agreement or the breach tbcrcof, shall besubmitted to nonbinding mrdiation prior to initiation oihny lawsuit or otba litigation, unl(se theparties mutually agree -otherwise .The cost ofsaid Mediation shall besplit equally between the parties. DJSC-Q),TRYOFIINANTI WATID iVARD-QW MATBRIAL5 Hazardous materials or certain types ofhazardous materials may exist at a alto where there is no roniou to believe they could or should bopresent, CCT and Clientelrenthal the discovery of unanticipated hazardous materials constitutes a changed condition requiring a renegotiation ofthe,scope ofthe work or termination ofsorvioes, QW=.SHIP QF PQC 1� M= All reports, boring logs, field data, field notes, laboratorytest data, calculations, estimates, and other documents prepared by CCT as instruments ofservico, shall remain our property. Client agrees that ell reports and other work firnishodtothe client orhis agents, which Isnot paid for, will berommedupon demand and will not beused bythe Client for any purpose whatever. THIRD PARTY $ENEr_ TICIA.RWS Nothing contained in this Agroemer)(shall create a or H cousoofactlon in favor ofa third party against either th'ticlient or CCI. CCfsservices under this Agroemcat are bring perfanned solely for the ClitaiN bonera, and no other entityshall have any claim against CCT because of this Agreement or tboperfbmeance ornonperforaanwofserviccshereunder, The Client agrees to include a provision in all contracts with contractors end other entities involved inthlsprojeottocarry out the intent of this paragraph. ASSIONMBNT Neither partyto Oils Agreement shall transfar, sublet or assign any rights under or interest in this Agreement (includingbut not limited to monies that are due or monies that .may t�) without the prior written consent of the other party, Invoices far our services will bosubmlttod, at our opdon; on a mopthlybasis or when thowork is completed. Invoices will be due immediately, but will not be do]Inquent within 10 days from which theinvgico is dated, If payment is not so made, a servicechargowill be due on the amount ofthelnvoloes at themaximum ratepormissibleby law from the dato of tho invoice until the same is paid; In the event legal action is required to enforce the payment terms of this agreement, CCI shall be entitled to collect from the client any judgement or settlement sums duo plus reasonable attorney's, fees, court costs and other expenses incurred by CCT for such coilcction action, SAMPLE All samples of soil and rock will be disposed of from the laboratory30 days after issuance of thereport unless the Client advises otherwise. Upon request, we will deliver thosamples to the Client, charges collect, or will storethran for an agreed storage charge, Form Wr9 Request for Taxpayer Give farm to 111W (Rev, October 7.001) Identification Number and Certification rem►ester, Do not Department of the Treasury Intornd aovenue Service send to the IRS. Namo (ae shown on your Inocme tax retum) Busineaa name, N different from above c Cheok approprlato box; ❑ InclMduaVsole proprietor ❑ Corporation ❑ PartnervNio ❑ Limited 11WIlty'oompany'' Rnter the tax clasolfkatlon Pt dlsrogerded entity, C=corporatlon, P -partnership) 0. Exempt ❑ $ ....... ❑. Otter (see InCruolione) h payee Addrass (number; atreet, and apt, or suite no,) Requestar'e name and addrese (cptldnal) rZ o m Town of Los Altos Hills city, state, end ZIP cods 26379 Fromorit Road Los Altos Hills, CA 94022 t.lat n000unt number(s) here (optional) 11JUML.. ,ant.rayvr ,VV,rl.,�rlia uurr IV4ln 1[.7E1r .4114Y . Enter your TIN In the appropriate box. The TIN provided must match the name given 'an Line 1 to avol'd saalai aoctrrity numtwr backup wlthholcGng. For individuals, lhla is your social security number .(SSN).. However, for a resident I alien, sole proprietor, or disregarded entity, see the Part I Instruotlons on page 3, For other arditles,-If Is your employer identification nuanber (EIN), If you do not have a number, aeeHow to got a 77N on page 3, or Note, If the 0000unt Is in more thain one name, see the chAh on page 4 for guidelines on whose Employer Identifiaattoh number number to enter. Under penalties of perjury, I oertrfy that;. 1, The number shown oil this form Is my, oorreot taxpayer Identlflootlon number (or I am waiting for a number to be Issuocl to me), and 2. I'am not subjectt to bacloxq withholding baodusa, (a) I am exempt from baoWo withhoiding, or (b) I have not been t1gtified by the-Interrtai Revenuo semoe (Iris) that I am WNW ib backup withholding as a result df a failure to, report all Interest or dividends, or (c) the IRS has notified me that I am no Longer subjeot to badkup withholding, and 3, 1 am a U.S. citizen .or other U.S. person (defined below). GertIftelon Instructions. You must oross out item 2 above If you have been notified by the IRs that you are currently subject to baolwp withholding because you have falled to report all inter''est and' dlAdonds on your tax return, For real estate transactions, Item 2 does not apply, For mortgage interest pald,`acqudsltion or abandonment of secured property, cancellation of debt, oonbibutions .to an Individual retirement arrangement (IRA), and generally, payments other than Interest and dlNdends, you are not required to sign the Cortiftoation, but you must provide your oorreot TIN. Bee the Instruotlone on page 4. Sign srgrq,ture of i (Gr8 I U.S, poraan t► General Instructions Section references are to the Internal Revenue Odds. Unless. otherwise noted, Purpose of Form A person who Is required to. file an Information return with the IRS must obtain your correct taxpayer Identfloatfon number (TIN) to report, for example, Income paid toyou, real estate transactions, mortgage Interest you paid, acquisition or abandonment .of secured property, cancellation of debt, or contributions you trade to an IRA, Use Form W-9 only if you are a U,.S. person (Including a resident allon), to provide your oorreot TIN to ther person requesting it (the requester) and, whon applicable, to; 1, Certify that the TIN you are giving is correct (or yo.0 are waiting for a number to be Issued), 2, Cortify that you are not subject to backup withholding, 3. Claim oxemptian from bacl(up withholding If you are a U.S, exompt 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 eubjectto the withholding tax on foreign partners' share of effootivoly connected Income. Nolo. If a requester givesyou a form other than Foran W-9 to. request your TIN, you must use the requestor's form if it is substantially similar to this Form W-9, Date Ir Doflnftion of a U,s, person, For fedoml tax purposes, you are consldohed a U.S. person Ir you are;. * An Indtviduai Who Is a U•;S..bfflzen or U,S, resident alien, • A partnership, borpporation, company, or association created or organized In,tho'Unlfod States or under the .laws 'of the United States, * An estate (other than t foreign estate), or * A domestic tru-st (as defined In Regulations section 301,7701-7). Special rotes 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 boon received, d partnership Is required to presume that a partner Is a foreign person, and pay the withholding tax. Thorefcro, 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 padnarshlp to estabilsh.yotIr•U.S. status and avoid withholding on your share o'partnership income. The person who gives Form W-9 to the partnership for purposes of establishing Its U,5, status and avolding withholding on Its allocable'share of net incomo from theparinershlp conducting a trade or business In the United States la in the following oases; e The U.S, owner of a disregarded entity and not the entity, Cat. No. 102SIX Foran �9 (Rev, 10-2007)