Loading...
HomeMy WebLinkAboutCleary ConsultantsM THIS AGREEMENT is made and entered into on the /Gay of September, 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: 1. CONTRACTOR. Shall provide or furnish the following specified services and/or materials: Provide soil engineering services for the improvements of Morrison's subdivision at 27641 Purissima Road 2. EXHIBITS. The following attached exhibits are hereby incorporated into and made a part of this Agreement: Proposal from CONTRACTOR dated August 30, 2011 3. TERMS. The services and/or materials furnished under this Agreement shall commence 9/06/2011 and shall be completed by 12/23/2011, 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 eight thousand eight hundred fifty dollars and zero cents ($8,850.00) 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 farces/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 4/23/10 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 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 4/23170 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 Short form Updated 4/23/10 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 By: 26379 Fremont Road Date Los Altos Hills, CA 94022 Print name, Title TOWN OF LOS ALTOS HILLS: By: eW'.1/16/2011 Carl Cahill, City Manager Date Town of Los Altos Hills Page 4 of 4 Short form Updated 4/23110 "M CLEAR`' CONSULTANTS, INC. Geotechnical Engineers and Geologists Mr. Johri Chau, Assistant Engineer Los Altos Hills Town Hall Offices 26379 Fremont Road Los Altos Hills, CA 94022 J. Niollael Cleary, CJ5G, GS ChriaiopheA. Ciechanowsld, GR Grant F. Foster, GE August 30, 2011. Ser. 3371 RE: PROPOSAL FOR SOIL ENGINEERING SERVICES DURING CONSTRUCTION OF NEW CUL-DE-SAC MORRISON SUBDIVISION 27641 PURISSMA ROAD 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 new cul-de-sac for the six lot Morrison Subdivision. at 27641 Purissima Road in Los Altos Bills, California. Based on discussion with you, we understand the planned three month road construction phase will start next week, and include the construction of a cul-de-sac on the cast side of the intersection of Elena Road and Purissima Road. A new asphalt pavement section, curb and gutter and storm drainage improvements are planned for this phase of work. We also understand Bay Area Geotechnical Group prepared the geotechnical report and design recommendations for the project; therefore, our scope is limited to observation of the contractors work and testing as required to provide the town with independent compaction testing results on the subgrade, Class 2 aggregate baserock, asphalt pavement and trench backfill sections. A report of our engineering services, including the test results, will be provided at the oorielusion of the work. Scope of Services Based on the planned construction as described above, our scope of services for the project will include fall time to intermittent on-site observation and Meld density testing as required during the 900 N. SAN ANTONIO ROAD * LOS ALTOS, CALIFORNIA 94022 • (850) 948-0574 • FAX (850) 948-7701 www. clearyconsultantsinc. com Mr. John Chau, Assistant Engineer Los Altos Hills Town Hall Offices August 30, 2011 Page 2 cul-de-sac subgrade preparation, trench bacici=<lling mid baserocldAC pavement installation phases of the work. You have estimated that we will be required for approximately nine man -days during the project. We also estimate that approximately three compaction curves on the subgrade soils and baserock 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. 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 $8,850. 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 worlcrnen. CLEARY CONSULTANTS, INC. Mr. John Chau, Assistant Engineer Los Altos Hills Town Halt Offices August 30, 2011 Page 3 Any construction review of the contractor's performance conducted by us is not intended to include and does not include review offbe adequacy of the contractor's safety measures in, on, or near the job site. 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, Grant Foster Geotechnical Engineer 2662 GF/JMC:cm Copies: Addressee (e-mail copy) Approved By AUTHORIZATION Date CLEARY CONSULTANTS, INC. Michael C eary Geotechnical Engineer 222 CLEARY CONSULTANTS, INC, SCHEDULE OF FEES AND COMMONS PERSONNELCHARGES Adminislratho Assistant......................................................................................................................................................................................... 45,00/br Drafting/1Abotnlory ................................................................................................................................................................................................ 50 StaffEngineer/SinffEngineering Geologist., ................................................ .......................................................................................................... 85,00/fir Senior Engineering Technician............................................................................................................................... 95.00/hr SeniorProject Engineer/Senior Project Engineering Geologist............................................................................................................................... 105.00hr Senior Engineer/Senior lingincering Geologist.................................................................................................................. .125,00/ltr Principal.................................... ........ . ....... .., .. ...... . $145,00/br* � , 1111...,., 1111..... .,..,..........,., ,,.,,.,., .........,.�„ �.,..,�,. ,..,.,...........,.....,,.,.....,,,.,,................... *rtxpart witness Peas for appearanm At court and dtposilions aro$1600/daytnld $800 holiday, There is a minimum ofono-lnalfday for all court and deposition appearances. EOU iPMEN'1'/LABOFRATORY CHARGES Automobile :.......................................................................................................................................... MobileLabomlury................................................................................... ...................................... ..................................... ............... .................. 5.00/hour Nuclenr MoisturdDetsityOuttgo.......... .................. ............. ,.......................,.11-1.1.1111 ............5.00/test LoborrtoryCompaction Curve, ASTMD1557..................................................................... .....................225.00AW M I8CELLANEQUS CI•IARGES Drtllingscrvicas,prinlingandtroprotiuction,ser ialandconsultantFees,pulpits,fneurancc,equipmentand vessel rental, travel and subsistence expenses and other similor relnledcosts are billed atcost plus l5percent. Copies offireviouslyissued roports wl I I bobillod at $25.00 for the first copyand $ 10.00 for each additional copy, or at cost of reproduction for larger reports, STANDARD OF CARE Cleary Consultants, inc. (C'CI) under this Agreement will strive to conduct services in a manner consistent with that level ofeare and skill otdinarilyexcecised bymembers of the profession currentlypmcttcing int thesame locality under siinhartonditlons. No othta' warmnty, expressed o' implied, is made Client recognizes that subsurface conditions may vary from those encountered at the locations where our borings, surveys, or explorations are made and tint our data, intcalurclationsiand recommendations are based solely oil tile Ili formaHorl available to us. We will beresponsibleibrthose ditto, interpretations, and recommendationsbuI shall not beresponsible for the interpretation by others of the information developed. RIGHT QF ENTRY 111c Client shall It rovide for CCI's right ofentry and all our necessary equipment, in order to complete thowork, While CCtshalllskeailn'easotalatcprecnulionstotnlnimize nuy, damage to thoproperty, it Is understood by Client that in thannrmal course of work somedonagemay occur, the correction ofwhich is not part of this Agreement, GENERALLiABILITY INSURANCE CCi represents and warrants that it is protected byworker's oompeusalion Insurance and that we have such coverage under public liabilityord property damage insurance politics which we Hoorn to bondequate. Certificates for all such policies ofinsurance shall be provided to Client upon request in writing. Within Ihellmils and conditionsof such insurance, we agree to indemnify and save Client hrimiless from and against any loss, damag% or liabitityarising from any negligent acts by CCI and its staff, Weshall not be responsible for any loss, damage or liability beyond the amounts, limits, and conditions ofsuch insurance. We shall not be responsible for any loss, damages or liobilityarisingfrom anynegligmtacts orwillrulmisconductol'Client,itsngents,stall, and other consultants employed byh, Certificates a four gencralliabitityinsumnee shall be provided upon roquest. UTILITIES Intho prosecution of our work, CCI wil I take all reasonable precautions to avoid damage or injury to subterranean structures or uIllitiEs. The owner agrees to waive any claim against CCI and to defend, indemnify and heli CCi harmless from any claim or liabilityfor injuryor loss allcgedlyarfsing atom CCfs damaging underground utilities or other man-madeobjcots that were not called to CCI's attention orwhich wero not properly totaled on plans furnished to CM LIMITATION OF LIABILITY To tile fullest extent permitted by law, and not withstanding any other provision or this ngreemen4 the total liability, in tine aggregate, ofCCI and Its officers, directors, partners, amployoes, agents and subconsu (tants, slid any of them, to the Cliont and anyone clalming by, through or under the Client, for any units)] Claims, losses, Costs or damages or any n atlrelvh atsoewel' arising outer, re$ultngfrmn or Ili any ivay related to this project or the Agreement from any cause or causes, bteluding but notlimited to the negiigence,professionalerrors or onrisslons, strict liability, breach of contrnetorwo'ranty, express or iutplied, ofCCI or Its officers, directors, ernployeos, agents or subconsu Ito nts,orany of them, shall notexceed ire total compensaton received by CCI under this Agreement, or the total amountof$10¢100,whichaver 1s grouter. _DISPUTES Tho parties to this Agreement eovennntand agree dnatall claims, dispulcs and other matters in question between the parties to tris Agreement, arising cut of or relatingio this Agreement or the breach thereof, shall basubmittcd to non-binding mediation prior to initiation olbay lawsuit or otherlitigation, unless thupartits mutuallyagree otherwise. The cost ofsaid Mediation shall besplit equallybetween thoporties. DISCOVERY OF UNANTICIPATEfi HAZAR170US MATERIALS Hazardous materials or cerluin types ofliazardom materials may exist at it sitewhere there is no reason to believe [bey could orshould be present, CCInndClientogreelhat the discovery ofi nantictpatedhazardouslttatagals constitutes a changed condition requiring a renegotiation ofthoscope. ofllto work or tennivatimr ofservicos. OWNERSHIP OF DOCUMENTS All reports, boring logs, field data, field notes, labomtotytest data, oaleulattons, estimates, and other documents prepared by CCI as instruments ofservice, shall remain our property, Client agrees that all reports and other work furnished to the client or his agents, which is not paid lbr, will be returned upondemand and will not be used by the Client forany.purposowhatever. THIRD PARTY BENEFICIARIES NothingcontainodinthisAgreementshallcreatoncontractualnniutionshipwithoracauseofactioninfavorofathirdpartyagainsteithertheClientorCCI, CCi'sservices under this Agreement are beingperformed solely for the Clients benofit, and no otherentityshall havettny claim Against CCI becauseofthis Agreement or lheperfo -mance ornoaperfonnanee ofservices hereunder. '1'lreClient agrees to fneludeaprovision in all contracts with contractors and other entities involved in thisproject to carry out die Intent of this paragraph. ASSIGNMENT Neither party to this Agreement shall transfer, sublet or assign anyrightsunder or interest fn this Agreement (includi)gbul not limited to monies that are dueor monies that may be due) without thoptior written consent of the other' party, INVOICES Invoices for our services will be submittal, at our option, on a monthlybnsis at, when the work is conpieted. Invoices will be due immedlately,, but will not be delinquent within l0(lays from which theinvoiceisdnted, Ifilayment is not so made, a service charge will be, due on the amount of the Invoices at the maximum rate permissible by law fromlhadateoftheinvoice until [lie game ispaid. in the event legal action Is required to ullfbmv thopaymont terms ofildis agreerrictit, CCI shall be entitled to collect from ilia client anyjudgettent or set lelnent sums (tile plus retsonableatlorncy's' fees, court costs and other expenses incurred by CCI for such collection action. SAMPLES All samples ofsoil anti rock will be disposed offrom theilabototory30 days after issunnee ofthereport unless theClIcnt advises otlimvise, Upon request, we will deliver the samples to [lie Client, charges colloel, or will store thein for an agreed storage charge. _nr,,, - Request for Taxpayer Give form to the Rev. October 2007) Identification Number and C.ertifiGbition requester. Do not oepartmern of the Treasury send to the IRS's. 'ntornal Rovonue service Name (as shown on your Income tax return) m a Business name, 11 .di Arent from above c m o :.g Check appropriate box: ❑ Individual/8olo:proprietor Corporation '❑ Partnership ❑ Limited liability company. Enter the tax classlflcation (C=disregarded entity, C=corporatlon, P=parinbrship) h Exempt ❑ _______ payee `o P ❑ Other (see inslructicns) lu- ess:(number, and apt, or suite no.) Requester's name and address (optional) CAd IL sttre%t, ®� 7o ° Town of Lbs Altos Hills ate, and ZIP code state, / C`f J lef- 2- is a City, 20379 Frentont'Road w _+✓ Z.- ! Los Altos Hills, CA 94022 List account number(s) here (optional) Taxpayer Identification Number (TIN) Enter your TIN .in the appropriate box. The TIN provided must match the name given oilLine 1 to. avoid 3oolal.security number backup withholding. For individuals, this is your social security number ,(SSN). Flowever, for a resident I alien, sole proprietor, or disregarded entity, see the Part 1 Instructions on page 3. For other entities, it is Your employer Identification number (EIN). If YOU do riot have a number, see How to get a TIN on page 3. or Note. If the account is in more than one name, seethe chart on page 4 for guidelines on whose Employer identifiodtion number number to enter. qz/1 " g 6 Under penalties of .perjury, I certify that: 1. The number shown on this form Is my correct taxpayer Identification nwnb:er (or I am waiting for a number to be Issued to me), and 2. 1 am not subjeot to backup withholding because: (a) I am exempt from backupwithholding, or (b) l 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 dividends., or (c) the IRS has notified r,ie that I am no longer subject to baola.lp withholding, and 3. 1 am a U.S. citizen or other U.S. person (defined below). Certification Instruciferls, You must dross out item 2 above if you have been notified by the IRS that you are currently subject to backup Withholding bOOMISO you have failed toreport all interest and dividends on your tax return. For real estate transactions, item 2 does not apply. For mortgage interest paid, acqulsitlon or abandonment of secured property, cancellation of debt, contributions to an individual retirement arrangement (IRA), and :generally, payments othe than Interest and dividends, you are not required to 'sign the Certification, but you must provide your correct TIN. See the instrI hs- page 4. Sign signature of Here I U.S, person 101 Date 0, General Instructiot»; Section references are to the Internal Revenue Code unless otherwise noted. Purpose of Form A person who is required to file an information return with the IRS must obtain your correct taxpayer IdentiflcaMn number (TIN) to report, for example, income paid to you, real estate transactions., mortgage interest you paid, acquisition or abandonment of secured property, cancellation of debt, or contributions you made to an IRA, Use Form W=9 only If you are a US. person (including a resident alien), to provide your correct TIN to the person requesting it (the requester) and, when applicable, to: 1. Certify that the TIN you :are giving is correct (or you are waiting for a number to. be Issued), 2. Certify that you are not subject to backup withholding, or 3. Claim exemption from backup withholding if you are a U,S. exempt payee. If ipplIcable, 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 subject to the withholding tax on foreign partners' share of effectively connected income. Note. If a requester gives you a form other than Form W-9 to request your TIN, you must use the requester's form If it is substantially similar to this Form W-9. Definition of a U.S. person. For federal tax purposes, you are considered a U,S, person If you are: 0 An individual who is a U.S. citizen or U.S, resident alien, o A,partnership, corporation, company, or association created or organized in "the United States or under the laws of the United St,Otos, o An estate (other than a foreign estate), or o A domestic.tr.ust (as defined in 'Regulations section 301,7701-7), -special rules for partnerships. Partnewhips that conduct a trade or business In the United States are generally required to .pay a withho ding tax on.any foreign partners' share of income. from such business. Further, .in certain cases where a Form W-9 has not been received, a partnershlp is required to presume that a partner Is a foreign person, and pay the withholding tax. Therefore, if you are a U,.S, person that Is a partner In a partnership c-onducting a trade or business in the United States, provide Form W�9 to the partnership to establish your U.S. status and avoid withholding on your share of partnership income. The person who gives Form W-9 to the and for purposes of establishing Its U.S. status and avolding withholding on Its allocable share of net Income from the partnership conducting a trade or business in the United States is in the following cases: o The U.S, owner of a dlsrogafded entity and not the entity, Cat. No. 10231X Form Ar 9 (Rev, 10-2007)