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HomeMy WebLinkAboutCleary Consultants, Inc (5)AGREEMENT THIS AGREEMENT is made and entered into on theUf{ ay of October, 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 Houston and Hensley Subdivision at 27575 Purissima Road 2. EXHIBITS. The following attached exhibits are hereby incorporated into and made a part of this Agreement: Proposal from CONTRACTOR dated October 6, 2011 3. TERMS. The services and/or materials furnished under this Agreement shall commence 10/06/2011 and shall be completed by 6/30/2012, 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 two hundred dollars and zero cents ($8,200.00) 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 4/23110 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 Page 2 of 4 Short form Updated 4/7.3190 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 4123110 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 a Date Los Altos Hills, CA 94022 Print name, Title TOWN OF LOS ALTOS HILLS: 11 By: c.'a C'I'9 Carl Cahill, City Manager Date Town of Los Altos Hills Page 4 of 4 Short form Updated 4123110 VCLEARY CONSULTANTS, INC, Geotechnical Engineers and Geologists Mr. John Chau, Assistant Engineer Los Altos Hills Town Hall Offices 26379 Fremont Road Los Altos Frills, CA 94022 J. Michael Cleary, CEG, GE Christophe A. Clachanowski, GE Grant F Poster, GE October 6, 2011 Ser. 3416 RE: PROPOSAL FOR SOIL ENGINEERING SERVICES DURING CONSTRUCTION NEW ROAD EXTENSION, PATHWAY AND UTILITY IMPROVEMENTS HOUSTEN AND HENSLEY SUBDIVISION (SAMUEL LANE) 27575 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 Housten and Hensley Subdivision Improvements at 27575 Purissima Road in Los Altos Hills, California. The subdivision consists of three parcels located on the east side of Purissima Road, which are accessed by Samuel Lane. The geotechnical report for the project was prepared by Terrasearch dated March 27, 2008. Based on the plans prepared by TS Civil Engineering dated August 17, 2010, Samuel Lanae will be extended from the east side of the existing vehicular bridge located within the subdivision, approximately 200 feet to the east. There is an existing house on Parcell; Parcel 2 and Parcel 3 have not yet been developed and will have shared access from the new Samuel Lane extension. New underground waterline and joint trench utilities (three to five feet deep) will be installed in the new road alignment. The existing pathway along the front side of Parcel 1 along Purissima Road will be widened approximately two feet with additional compacted quarry fines. Minor cuts on the order of two feet are indicated on the plans, with no significant fills. A new asphalt pavement section, curb and gutter and roadway drainage improvements are planned. Based on discussion with you, we understand the construction phase will start this week. A report of our engineering services, including the test results, will be provided at the conclusion of the work. 900 N. SAN ANTONIO ROAD * LOS ALTOS, CALIFORNIA 94022 • (650) 948-0574 • FAX (650) 948-7761 www.clearyconsultantsinc.com Mr. John Chau, Assistant Engineer Los Altos Hills Town Hall Offices October 6, 2011 Page 2 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 field density testing as required during the site grading, subgrade preparation, trench backfilling and baserock/AC pavement installation phases of the work. We estimate that our representative will be required on-site for approximately eight equivalent man -days during the project. We also estimate that approximately four 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 unsatisfactozy 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 $ 8,200. 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. CIAARY CONSULTANTS, INC. Mr. John Chau, Assistant Engineer Los Altos Hills Town Hall Offices October 6, 2011 Page 3 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. 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 CLSARY CONSULTANTS, INC. ""7:�-Miehuel Cleary �. Geotechnical Engineer 222 r CLEARY CONSULTANTS, INC. SCHEDULE OF WES AND CONDITIONS PERSONNEL CHARGES Administrathe Assistant........................................................................................................................................................................................ 45.00/hr Drafting/Laboratory. ....................................................................................................................... 50.00/hr Stafflinglneer/Staff Engineering Geologist ............. ....",.".........,.........,...,. ............................... ........ ...,.................,............................................... 85.00/hr ... Senior Engineering Technician ................................ ................................................................................................. ........................... I ........ ,,..... 95.00/hr Senior Project Engineer/Senlor Project Engineering Geologist...............................:................................................................................................ 105.00hr Senior Enginmr/Senior Engineering Gcologist....................................................................................................................................................... 125.004u 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/mile MobiloLaboratory................................................................................................................................................................................................ 5.001hour NuclearMoisturdDensityGauge.................................... ..................... .......:......................................................................................................... 5.00/test Laboratory Compaction Carve, ASTM D1557..................................................................................................................................................... 225.00/test MISCELLANEOUS CHARGES Drillingserview, printingand reproduction, special end consultantfecs, permits, insurance, equipment and vessel rental, travel and subsistence expenses and other similar related costs are billed at costplus IS percent. Copies ofproviouslyissued reportswill be billed at $25.00 for the first copy and$] 0,00 for each additionalcopy, or at cost of reproduction for larger reports. STANDARD OF CARE Cleary Cousullants,hre. (CCI) under this Agreement will strive to conduct services in a manner consistentwith that level ofeare and skill ordinarilyoxercfsed bymembers of the profession currently practicing in thesame locality under similar conditions. No other warranty, expressed or implied, is made. Client recognizes that subsur&ace 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 idlormation. availableto us. We will beresponsibleforthose data, interpretations, and recommendatlonabut shall not beresponsiblefor the interpretation byothers of the infonuation developed. RIGHT OF ENTRY ThaClientshallprovideforCCPsriglntofentryandallourueceasaryequipment,inordertocompletethework. While CCI shalItake all reasonable precautions tominimize any, damage to thoproperty, it is understood byClient that in thenormal course of work some damage may occur, the correction afwhich is not part of this Agreement. G l Ra LIABILITY INSU &MCF CCI represents and warrants that it is protected by worker's compensation insurance and that we have such coverage under public liabilityand properly damage insurance policies which we deem to be adequate. Certificates for all such policies of insurance shall beprovided to Client upon request inwriting. Within the limits and conditions of such insurance, we agree to indemnify and save Client harmless from and against Buy loss,damage, or ltabilityarisingfrom any negligent acts byCCland its staff, We shall not be responsiblefor any loss, damage or liabilitybeyond the amounts, limits, and conditions ofsuch insurance. We shall not baresponsiblefor any loss, damage, or liabilityarising from any negligent acts or williffil misconduct ofClient, its agents,ataff, and other consultantsemploycd byit. Certificates ofourgeneral liabilityinsumnce shall beprovided upon request. UTILITIES In the prosecution of our work, CCI will take all reasonabloprecautions 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 anyclaim or liabilityfor Injuryor loss allegedlyarisingfrom CCPs damaghtgunderground utilities or other man-made objects that were not talked to CCPs 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 provisionof this agreement, the total liability, In the aggregate, of CCI and Its officers, directors, partners, employees„agents and snbconsultants, and any of them, to the Client and anyone claiming by, through or under the Client, for any and all claims, losses, costs or damages of any nature whatsoever arising out of, resultingfrom or in Buy way related to this project or the Agreement from any cause or causes, including but not limited to the negligence, prafessionalerrors 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 totalamount of $10,000, whichever Is greater. DISPUTES The parties to this Agreement covenant and agree that all claims, disputes and other matters in questionbetween thepartics 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 equally between the parties. DISCOVERY OF UNANTICIPATED IIAZARDOUS MATERIALS Hazardous materials or certain types ofliazardous materials may exist at a sitewhere there is no reason to believe they could or should bepresent. CCI and Client agree that the discovery of unanticipated Inamrdous materials constitutes a changed condition requiring a renegotiation ofthc scope of the work or termination ofservices, OWNERSHIP OF DOCUMENTS All roports, boring logs, field data, field notes, laboratorytest data, calculations, estimates, and other documentsprepared 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 isnot paid for, will be returned upon demand and will not be used by the Client for anypurposewhatever. THIRD PARTY BENEFICIARIES Nothingcontainedinthis Agreement shall create acontractual relationshipwithoracauseofactioninfavorofatbirdpartyagainsteithertheChentorCCL CCI'sservices under this Agreement are being performed solely for the Client's benefit, and no other entityshall have any claim against CCI because ofthis Agreement or theperformance or nonperformance ofservices hereunder. The Client agrees to includea provision in all.contmctswitb contractors and other entities involved in thisproject to carry out One intent ofthis paragraph. ASSIGNMENT' Neither partyto this Agreement shall transfer, sublet or assign any rights under or interestin this Agreement (includingbut not limited to monies that are due or monies that may be due) without theprior written consent oftha other party. INVOICES Invoices for ourservices will be submitted, at our option, on a monthlybasis or when thework is completed, Invoices will be due immediately, but will not be delinquent within 10 days from which the invoice is dated. Ifpaymerat is not so made, a service charge will be due on the amount ofthe invoices at themaximum ratepermissibleby law from the date of the invoice until the same is paid. In the event legal action is required to enforce thepayment terms of this agreement, CCI shall be entitled to collect from the client any judgcmont or settlement sums duoplus reasonableattomey's' fees, court costs and other expenses incurred by CCI for such collection action. AMPLES All samples ofsoil and rock will be disposed of from the laboratory 30 days after issuanin oftborepart unless the Client advises otherwise. Upon request, we will deliver the samples to the Client, charges collect, or will store them for an agreed storage charge. Form W 9 Request for Taxpayer Give form to the (Rev. October 2007) Identification Number and Certification requester. Do not Department of the TroaSUry send to the IRS. Nerne (as shown on your income tax return) Cleary Consultants, Inc. CL Business name, if different from above CL C Check appropriate box: El Individual/Sole proprietor FV1 Corporation El Partnership iL­_2 U El Limited liability company, Enter the tax classification (D" -disregarded entity, C-,-�corporation, P=partnership) 0 - ------- Exempt , payee r. Address (number, street, and apt, or suite no.) Requester's name and address (optional) 900 N. San Antonio Road, Suite 101 City, state, and ZIP code Los Altos, CA 94022 a) List account number(s) here (optional) ernpennncaummNumber |/ Enter your TIN mthe appropriate box, The TIN provided Must match the narne given on Line 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 entities, it is your employer identification number (EIN), If you do not have a number, see How to get a TIN on page 3. Note. nthe account winmomthan one namasee the chart cmpage 4for guidelines nnwhose number u`enter, ������ Under penalties of perjury, I certify that: Social security number or 94 1 2686609 1. The number shown on this*orrin is rny correct taxpayer identification number (or |amwaiting for anumber mbe issued mrne), and c. |amriot subject mbackup withholding because: (a)| am exempt from backup withholding, o,(b)|have riot been notified uvthe Internal Revenue Service (|mS)that | am subject to backup withholding amaresult mafailure tnreport all interest n,dividends, u,(c)the IRS has nmmou momat | am no longer subject u, backup withholding, and a. | om nu.e. citizen o,other u.o. person (d°nnou below). Certification instructions. You must cross out itern 2 above if you have been notified by the IRS that you are currently subject to backup wimxu|d|nn because you have failed to report all interest and dividends on your tax return. For real estate transactions, item u unoa not apply. For mort000ainterest paid, acquisition » unmentovaevu,eupmpenv.onnneoationordeut.00nmuvuonomoninu|vmua|mummont arrangement (/mA).and generally, payments othermonmtrrestonum,monuv.voupmnotmq"imuu,u|onmoComnvativn.uutyuumuot provide your correct TIN. See the inst,uclWbAmpage 1. SignHere | o�o�u�� General lnstru Goohnn references are mthe Internal Revenue Code unless otherwise noted. A person who is required mfile an information return with the IRS must obtain (TIN) to report, for example, income paid to you, real estate transactions, rnortgage interest you paid, acquisition or abandonment of secured property, cancellation of debt, or contributions you made to an IRA, Use Form VV -9 only if You are a U.G. person (including e resident a|ion\toprovide your correct TIN tothe person requesting it(the requester) and, when applicable, to: 1.Certify that the TIN you are giving iacorrect (or you are ' waiting fora number to be issued), 2. Certify that you are not subject to backup withholding, or 3 Claim | from exempt payee. If applicable, you are also certifying that as a U.S. person, your allocable share of any partnership income frorn a U.S. trade or business is not Subject to the withholding tax on foreign partners' share of effectively connected income, Note. If requester gives you efonn other than Form W-9 to request your TIN, you must use the requester's form ifit|a substantially similar to this Form VV -9, /=~� Date DO,- �x Definition *fa U.S. person. For federal um pum000n, you are considered aU.E.person ifyou are: w An individual who is U.S. citizen or U.S. resident alien, • A partnership,km company, orassociation oreatedor organized mthe United States munder the laws nfthe United • An estate (other than ufomign estate), or * Adomestic trust (as defined in Regulations section 301.7701-7). Special rules for partnerships.Portnemhipo\hs000nduma trade nrbusiness inthe United States are generally required tn pay a ithhu|dingtaxon any foreign partners' share ofincome from such business. Furtha,, in certain cases where aForm VV -e has not been roneivod, apannersh|p is required to presume that apartner |vaforeign pomon, and pay the withholding tax. Therefore,if you are U.S.erson that is o partner m a partnership conducting t�adoorbusiness in the United States, provide Form VV'Vtothe x ership to establish your U.G. ,status and avoid withholding on your share of partnership invomo. The person who i Form VV'8,othe partnership for purposes of establishing its U.S. status and avoiding withholding on its allocable share ofnet income from the partnership conducting otrade o,business in the United 8totoa is in the following cases: