Loading...
HomeMy WebLinkAboutCleary Consultants, Inc (4)AGREEMENT 24P�d4.� THIS AGREEMENT is made and entered into on the /Clay ofAOrl, 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 observation and testing services for the 2011 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 July 8, 2011 3. TERMS. The services and/or materials furnished under this Agreement shall commence 9/25/2011 and shall be completed by 11/30/2011, 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 dollars and zero cents ($8,000.00) 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 Short form Page 1 of 4 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: 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 Short form Page 2 of 4 Updated 4/23/10 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 (i) 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 Short form Page 3 of 4 Updolod 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: Richard Chiu Public Works Director Town of Los Altos Hills 26379 Fremont Road Los Altos Hills, CA 94022 Town of Los Altos Hills Short form Updated 4/23110 CONTRACTOR: By: 41/91// Sig4nF:1 Date (q 7- r-V-.r'1Z5:?e-.4 V. T Print name, Title TOWN OF LOS ALTOS HILLS: By:C"j 1x,011 Carl Cahill, City Manager Date Page 4 of 4 Form WE —vJ (aev. October 2007) Department of the Treasury Internal Revenue service Name (as shown on your Business name, if 1%VgUV5% TUr I axpayer Give form to the Identification Number and Certification requester. Do not send to the IRS. e tax ;return) gbove C. + Check appropriate box; ❑ IndividuaV9olsproprietorCorporation ❑ Partnership Exempt El Limited Ilabllitycompany. Enterthe tax classification (D=disregarded entity, C=corporation, P=partnership) P ❑ payee ❑ Other (see instruotiene) 14- :Addreas:(number, street ,.and a(�pt. or suite no.) Requoster'.s name and address (optional) 4^1 f9ZVA0Ar I _Ma City, state, and ZIP code List account:number(s) here Town of Los Altos.Hllis 26.379 Frotnont'Road O 2. Z_ Laos Altos Hills, CA .94622 Enter your TIN in the appropriate box. The TIN provided must match the name given on tine 1 to avoid backup withholding. For individuals, this is your social security number (ssN). However, for a resident alien, sole proprietor, or disregarded entity; see the Part I instructions on page 3. For other entitles, it is Your employer identification nLunber (EIN). If you do not have a number, see Now to get a VN on page 3, Note. If the account is In more than one name, sea the chart on page 4 for guidelines an whose number to enter. rtt!!= or 6111ployer identification number Fye Z -69366o T Under penalties of perjury, I certify that: 1, The number shown on this form is my correct taxpayer idontification number (or I am waiting for a number to be issued to me), and 2. 1 am not subject to backup withholdbig because; (a) I :am exempt from backup withbdlding, or (b) I have not boon notified by the Internal Revenue Service (IRS) that I am subjaot to beokup withholding as a result of'a failure .to report all Interest or dividends, .or (c) the IRS has notified ame #liat I am.no ionger egbj.ect to.baolalp withholding:, and 3. 1 am a U.S. citizen .or other U.S, person (defined belovq). Certification Instructions, You must cross out Item 2 above if _you have. been notified :by:tha IRS that .you are currently subject to backup Withholding because gou.have failed toreport all interest and dividends all your taK return, For real estate transactions, Item 2 does not apply. For mortgage Interest -paid, acquisition of abandonment of secured property, .cancellation of debt, contributions to ion Individual retirement arrangement (IRA), and .generally, payments other than interest and dividends, you are not required to sign the CeftificEltlen, but you must provide your correct TIN. See the.InqEUgg9ns on page 4 Here U.S. ly re of 1 M®re U.S, person p Date p General Instruc` _W6 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. 0 An individual who is a U.S. citizen or U.S. resident alien, Purpose of Form • 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) * An estate (other than a foreign estate), or to report, for example, Income paid to you, real estate transactions, mortgage Interest you paid, acquisition or • A domestic.tr.ust (as defined in Regulations section 301.77.01-7), abandonment lot secured property, cancellation .of debt, or contributions you made to an IRA. Special rules for partnerships. Partnerships that conduct a p Use Form W-9 only if you are. a a U:S. person (Including a resident aliento provide year correct ), .rS TIN to the person trade or business in the United States are generally required to pay a withholding tax on any foreign partners' share of Income requesting it 'the requester) and, when applicableto: , from such business. Further, :In certain cases where a Farm W-9 has not been received, a partnership is required to presume that 1. Certify that the TIN •you .are giving Iscorrect (or you are waiting for a number to be issued), 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 2. Certify that you are not subject to baci(up withholding, to partnership .conducting a trade or business In the .United States, 3. Claim.exemptlon from'b:ackup withholding if you are a U.S: provide Form W-9 to the partnership to .establish your U.S. status and avoid withholding on your share of partnership exempt payee. If aplicabl.e, you are also certifying that as a U.S. income. person, your al ocable share of any partnership income from a U.S. trade or business is not subject to the withholding tax on The person Who Qives Form W-9 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 not income from the partnership 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 conducting a trade or business in the United States is in the following cases: substantially similar to this Form W-9. a The U.S... owner of a disregarded entity and not the entity, Gat. No. 1023IX Form W-9 (Rev. 1:0-2007) CONSULTANTS, INC. Geotechnical Engineers and Geologists Mr. John Chau, Assistant Engineer Los Altos Hills Town Hall Offices 26379 Fremont Road Los Altos Hills, CA 94022 J. Michael Cleary, CEG, GE Christophe A. Ciechanowski, GE Grant F. Foster, GE July 8, 2011 Ser. 3316 RE: PROPOSAL FOR SOIL ENGINEERING SERVICES DURING CONSTRUCTION 2011 PAVEMENT REHABILITATION AND STORM DRAINAGE 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 2011 Pavement Rehabilitation and Storm Drainage Improvements project in Los Altos Hills, California. Based on discussion with you, we understand the planned 30 working day project will start this August 2011, and generally include the replacement or overlay of existing pavement sections, grade corrections, and new curb and gutter and storm drainage improvements at various locations throughout the Los Altos Hills area. You have estimated that we will be required for approximately 15 half -days (7.5 roan -days total) during the project for observation and testing of the subgrade, minor fill placement, trench backfilling and testing of new Class 2 aggregate baserock sections and asphalt pavement sections. Scope of Services Based on the planned construction as described above, our scope of services for the project will include full time to intermittent on-site observation and field density testing as required during the subgrade preparation, storm drainage improvements and baserock/AC pavement installation phases of the work. We estimate that approximately five compaction curves on the subgrade soils and baserock materials will also be required in our lab at $250 each. 900 N. SAN ANTONIO ROAD • LOS ALTOS, CALIFORNIA 94022 • (650) 948-0574 • FAX (650) 948-7761 www. clearyconsul tantsinc. com Mr. John Chau, Assistant Engineer Los Altos Hills Town Hall Offices July 8, 2011 Page 2 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 $8,000. 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. Mr. John Chau, Assistant Engineer Los Altos Hills Town Hall Offices July 8, 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, INC. T—ran't"Foster Geotechnical Engineer 2662 GF:pf Copies: Addressee (e-mail copy) Approved By AUTHORIZATION CLEARY CONSULTANTS, INC. Date CLEARY CONSULTANTS, INC. SCHEDULE OF FEES AND CONDITIONS PERSONNEL CHARGES AdrministratheAssistant........................................................................................................................................................................................ 45.00/hr Draflin /Laborator 50.00/hr StaffEngineer/Staff Engineering Geologist............................................................................................................................................................85.00/hr SeniorEngineering Technician...............................................................................................................................................................................95.00/hr Senior Project Engineer/Senior Project Engineering Geologist................................................................................................................................ 105.00hr SeniorEngineer/Senior Engineering Geologist....................................................................................................................................................... 125.00/hr Principal.............................................................................................................................................................................................................. $145.00/hr* *Expert witness fees for appearance at court and depositions are$1600/dayand $800 halfday. There is a minimum ofone-half day for all court and deposition appearances. EQUIPMENT/LABORATORY CHARGES Automobile........................................................................................................................................................................................................... $0.55/our MobileLaboratory................................................................................................................................................................................................ 5.00/hour NuclearMoisture/Density Gauge..........................................................................................................................................................................5.00/test LaboratoryCompaction Curve, ASTM D1557..................................................................................................................................................... 225.00/test MISCELLANEOUS CHARGES Drilling services, printingand reproduction, special and consultantfees, permits, insurance, equipment and vessel rental, travel and subsistence expenses and other similar related costs are billed at cost plus 15 percent. Copies ofpreviouslyissued reports will be billed at $25.00 for the first copy and $10.00 for each additionalcopy, or at cost of reproduction for larger reports. STANDARD OF CARE Cleary Consultants, Inc, (CCI) under this Agreement will strive to conduct services in a manner consistent with that level of care and skill ordinarilyexereised by members of the profession currently practicing in the same locality under similar conditions. No otha warranty, expressed or 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 that our data, interpretations and recommendations are based solely on the information available to us. We will be responsible for those data, interpretations, and recommendations but shall not be responsible for the interpretation by others of the information developed. RIGHT OF ENTRY The Client shall provide for CCI's right of entry and all our necessary equipment, in order to complete the work. While CCI shall take all reasonable precautions to minimize any damage to the property, it is understood by Client that in the normal course of work some damage may occur, the correction of which is not part of this Agreement. GENERAL LIABILITY INSURANCE CCI represents and warrants that it is protected by worker's compensation insurance and that we have such coverage under public liabilityand property damage insurance policies which we deem to be adequate. Certificates for all such policies of insurance shall be provided to Client upon request in writing. Within the limits and conditions of such insurance, we agree to indemnify and save Client harmless from and against any loss, damage, or liabilityarising from any negligent acts by CCI and its staff. We shall 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, damage or liabilityarising from any negligent acts or willful misconduct ofClient, its agents, staff, and other consultantsemployed by it. Certificates ofour general liabilityinsurance shall be provided upon request. UTILITIES In the prosecution of our work, CCI will take all reasonable precautions to avoid damage or injury to subterranean structures or utilities. The owner agrees to waive any claim against CCI and to defend, indemnify and hold CCI harmless from any claim or liabilityfor injury or loss allegedly arising from CCI's damaging underground utilities or other man-made objects that were not called to CCI's attention or which were not properly located on plans furnished to CCI. LIMITATION OF LIABILITY To the fullest extent permitted by law, and not withstanding any other provision of this agreement, the total liability, in the aggregate, of CCI and its officers, directors, partners, employees, agents and subconsultants, and any of them, to the Client and anyone claiming by, through or ander the Client, for any and all claims, losses, costs or damages of any nature whatsoever arising out of, resulting from or in any way related to this project or the Agreement from any cause or causes, including but not limited to the negligence, professional errors or omissions, strict liability, breach of contract or warranty, express or implied, of CCI or its officers, directors, employees, agents or subconsultants, or any of them, shall not exceed the total compensation received by CCI under this Agreement, or the total amount of $10,000, whichever is greater. DISPUTES The parties to this Agreement covenant and agree that all claims, disputes and other matters in question between the parties to this Agreement, arising out of or relating to this Agreement or the breach thereof, shall be submitted to non-binding mediation prior to initiation ofany lawsuit or other litigation, unless the parties mutuallyagree otherwise. The cost ofsaid Mediation shall besplit equallybetween theparties. DISCOVERY OF UNANTICIPATED HAZARDOUS MATERIALS Hazardous materials or certain types of hazardous materials may exist at a site where there is no reason to believe they could or should be present. CCI and Client agree that the discovery of unanticipated hazardous materials constitutes a changed condition requiring a renegotiation ofthe scope ofthe work or termination ofsevices. OWNERSHIP OF DOCUMENTS All reports, boring logs, field data, field notes, laboratorytest data, calculations,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 for, will be returned upon demand and will not be used by the Client for any purpose whatever. THIRD PARTY BENEFICIARIES Nothing contained in this Agreement shall create a contractual relationshipwith or a cause of action in favor of a third party against either the Client or CCI. CCI's services under this Agreement are being performed solely for the Client's benefit, and no other entityshall have any claim against CCI because of this Agreement or the performance or nonperformance of services hereunder. The Client agrees to include a provision in all contracts with contractors and other entities involved in this project to carryout the intent of this paragraph. ASSIGNMENT Neither party to this Agreement shall transfer, sublet or assign any rights under or interest in this Agreement (including but not limited to monies that are due or monies that may be due) without theprior written consent ofthe other party. INVOICES Invoices for our services will be submitted, at our option, on a monthlybasis or when the work is completed. Invoices will be due immediately, but will not be delinquent within 10 days from which the invoice is dated. If payment is not so made, a service charge will be due on the amount ofthe invoices at the maximum rate pennissibleby law from the date of the 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 due plus reasonable attorney's' fees, court costs and otho• expenses incurred by CCI for such collection action. SAMPLES All samples of soil and rock will be disposed of from the laboratory 30 days after issuance ofthe report unless the Client advises otherwise. Upon request, we will deliver the samples to the Client, charges collect, or will store then for an agreed storage charge.