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HomeMy WebLinkAboutCleary Consultants, Inc (2)AGREEMENT 71V - THIS AGREEMENT is made and entered into on the /2, day of April, 2011 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: Provide soil engineering observation and testing services for the Hillview Road Pavement Rehabilitation and Drainage Improvements Project 2, EXHIBITS, The following attached exhibits are hereby incorporated into and made a part of this Agreement: Proposal from CONTRACTOR dated April 7, 2011 3. TERMS. The services and/or materials furnished under this Agreement shall commence 4/18/2011 and shall be completed by 5/18/2011, unless terminated pursuant to Section 5ft 4. COMPENSATION, For the full performance of this Agreement: a, TOWN shall pay CONTRACTOR an amount not to exceed five thousand one hundred dollars and zero cents ($5,100,.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 Short form Updated 4123/10 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; 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 'rown of Los Altos Hills Page 2 of 4 Short form Updated 4123110 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 Sh "rl form Updilod 412311 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 By: 26379 Fremont Road 9 e Date Los Altos Hills, CA 94022 Print name, Title TOWN OF LOS ALTOS HILLS: By:Ii CAJ CO-" 4 /V Carl Cahill, City Manage( t)ate Town of Los Altos Hills Page 4 of 4 Shartfurn Updated 4123110 Form W - Request for Taxpayer dive form to the (Rav October 2000 Identification Number and Certification requester. Do not Depaiunent of r1w 1wauuy States. send to the IRS. irnzrnni navrnue �ervwa o A domestic trust (as defined In Regulations section transactions, mortgage interest you paid, acquisition or w Name (as shown on your Income tax return) T Special rotes for partnerships, Partnerships that conduct a Use Form W«9 only If you are a U S person (including a C resident alien), to provide your correct TIN to the person requesting It (the requester) and. when applicable, to: m cz. Business name. if dill rent from above a partner Is a foreign person, and pay the withholding tax U) Gheci< appropriate boX: El Individual/Gale proprietor hr corporation 0 Partnership 2 Certify that you are not subject to backup withholding. or partnership conducting a trade or business In the United States. provide Form W9 to the partnership to establish your U S et El Limited liability company Enter the lax classification (iJ disregarded entity. c -corporation. P -partnership) 0, _.. _... C� Exempt Payee p other (see insuvocns) U^ income 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 Address (number. street. and apt. or suite na.) Requester's namo and address (optional) '� �d® N, f•9P _i�,Nr. %�ey�._ Town of Los Altos (fills request your TIN, you must use the requester's form if It is fin 26379 rrantont Road Las Altos Hills, CA 94022 _ City. state. and ZIP code y 1 % cp 2- Z- w List account numbers) here (optional) Taxpayer tdnl7tific9ticn Nulrl�er (TIN► Enter your TIN in the appropriate box The TIN provided must match the name given on Line 1 to avoid social saourity number backup withholding for individuals, this Is your social security number (SSN) However, far a resident alien, sole proprietor, or disregarded entity, see the Part I Instructions on page 3 For other entitles, it Is your employer identification number (EIN) If you do not have a number see kfow to got a TIN on page 3 or Note. If the account is in more than afire name, see the altart an page 4 for guidelines an whose Employer identifiaattoo number number to enter 11V � v'6 d4(" 9 Under penalties of perjury, I certify that: 1 The number shown on this form is my correct taxpayer Identification number (or I am walling for a number to be Issued to me), and 2 1 am not subject to baciaip withholding because: (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service (IRS) that 10111 subject to backup withholding as a result of a failure to report all interest or dividends. or (c) the INS 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 subjeot to backup withholding because you have failed to report all interest and dividends an your tax return For real estate transactions, Item 2 does not apply For mortgage Interest paid, 0cquisltlon or abandonment of secured property, cancellation of debt. contributlons to art 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 Instractionsjop page q SignI Signature of Here U,s. paraan P Onto 110, General instruction 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 It you are: otherwise noted O An Individual who Is a U 5 citizen or U 5 resident alien. Purpose of Form O A partnership. corporation, company, or association created or organized In the United States or under the laws of the United A person who Is required to file an Information return with the States. IRS must obtain your correct taxpayer identification number (TIN) o An estate (other than a foreign estate), or to report, for example. Income paid to youreal estate o A domestic trust (as defined In Regulations section transactions, mortgage interest you paid, acquisition or 301 7701-7) abandonment of secured property, cancellation of debt. or contributions you made to stn IRA. Special rotes for partnerships, Partnerships that conduct a Use Form W«9 only If you are a U S person (including a trade or business in the United States are generally required to pay a withholding tax on any foreign partners' share of income resident alien), to provide your correct TIN to the person requesting It (the requester) and. when applicable, to: from such business Further, In certain cases where a Form W-9 has not been received, a partnership is required to presume that 1 Certify that the TIN you are giving Is correct (or you are a partner Is a foreign person, and pay the withholding tax waiting for a number to be Issued). Therefore, If you are a U S person that Is a partner In a 2 Certify that you are not subject to backup withholding. or partnership conducting a trade or business In the United States. provide Form W9 to the partnership to establish your U S 3 Claim exemption from backup withholding If 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 person your allocable share of any partnership Income from a U S trade or business Is not subject to the withholding tax on The person who gives Form W9 to the partnership for foreign partners' share of effectively connected Income purposes of establishing its U S status and avoiding withholding on its allocable share of net Income from the partnership Note, If a requester gives you a form other than Form W-9 to conducting a trade or business in the United States is In the request your TIN, you must use the requester's form if It is following cases: substantially similar to this Form W9 o The U S owner of a disregarded entity and not the entity. Cat No. 10231x 1`01111 W.g (Rev 10.2007) CLEARY CONSULTANTS, INC. Geotechnical Engineers and Geologists Mr, John Chau, Assistant Engineer Los Altos Hills Town Hall Offices 26.379 Fremont Road Los Altos Hills, CA 94022 J.. Michael Cleary, CEG, GE Christophe A. Clechanowski, GE Grant F Foster, GE April 7, 2011 Ser, 3215 RE: PROPOSAL FOR SOIL ENGINEERING SERVICES DURING CONSTRUCTION HILLVIEW ROAD PAVEMENT REHABILITATION AND DRAINAGE IMPROVEMENTS PROJECT LOS AL'T'OS 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 Hillview Road Pavement Rehabilitation and Drainage Improvements project in Los Altos Hills, California„ We understand the will project start the week of April 18, 2011, and include the installation of a new drainage swale and replacement of the existing pavement section on Hillview Road. The project; duration is estimated to be 15 days; you have indicated our on-site observation and testing; services would be required for 60 hours total. Scope of Services Based on the planned construction as described above, our scope of services for the pavement rehabilitation and drainage improvements will include soil engineering observation and compaction testing during the drainage swale installation and baserock/AC pavement installation phases of the work. 900 M SAN ANTONIO ROAD • LOS ALTOS, CALIFORNIA 94022 • (550) 948-0574 • FAX (650) 948-7761 www.clearyconsul tantsinc, con? Mr. John Chau, Assistant Engineer Los Altos Hills Town Hall Offices April 7, 2011 Page 2 Specific details of the contractor's schedule to complete the various phases of the work are not ]mown, therefore we propose to provide our services on an hourly time and expense basis. The scope of our services will include full time to intermittent on-site observation and field density testing as required for subgrade, baserock and AC placement and compaction, and laboratory testing (compaction curves, two total).. 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. Out- 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 Pees 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 $5,100. 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 cirrurnstances is it our intent to directly control the physical activities of the contractor or the contractor's worlmien's accomplishn1ent 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 recon-rmendations based on the field representative's observation of the contractor's work and does not include any Superintending, supervision, or direction of tide actual work ofthe 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 tbe.job site. CLE ARY CONSULTANTS, INC. Mr. John Chau, Assistant Engineer Los Altos Hills Town Hall Offices April 7, 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, 1NC• Geotechnical Engineer• 2662 GF:cm Copies: Addressee (2) AUTHORIZATION Approved By_,_____ Date CLEARY CONSULTANTS, INC.