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HomeMy WebLinkAbout90-88 • • RESOLUTION NO. 90-88 A RESOLUTION APPROVING AND AUTHORIZING EXECUTION OF AGREEMENT FOR ENGINEERING SERVICES BETWEEN THE TOWN OF LOS ALTOS HILLS AND TEJIMA AND ASSOCIATES, INC. CONCERNING SEWER ASSESSMENT DISTRICT NO. 11 RESOLVED, by the City Council of the Town of Los Altos Hills, County of Santa Clara, State of California, that WHEREAS, the City Council of the Town of Los Altos Hills has read and considered that certain Agreement between the Town of Los Altos Hills and Tejima and Associates, Inc., a California Corporation, to provide certain geotechnical observation and testing services in connection with the construction of Sanitary Sewer Facilities for Sewer Assessment District No. 11 under a construction contract heretofore entered into between the Town and W.H. Ebert Corporation, NOW, THEREFORE, IT IS HEREBY FOUND, ORDERED AND DETERMINED as follows: 1. Public interest and convenience require the entering into an agreement described above and the Town of Los Altos Hills hereby approves the Agreement. 2. The Town of Los Altos Hills shall enter into, and the Mayor and City Clerk of the Town of Los Altos Hills be, and they and each of them hereby is authorized and directed on behalf of said City, respectively, to execute and attest an agreement between the Town of Los Altos Hills and Tejima and Associates, Inc. REGULARLY passed and adopted this 7th day of September, 1988. I B ‘ MAYOR ATTEST: CITY CL RK 82688 • • AGREEMENT THIS AGREEMENT made and entered into by and between the TOWN OF LOS ALTOS HILLS, a Municipal Corporation of the State of California, herein called "TOWN", and TEJIMA AND ASSOCIATES, INC., a California Corporation, herein called "ENGINEER", WITNESSETH: WHEREAS, TOWN has determined that it is necessary and desirable to retain ENGINEER to perform certain geotechnical observation and testing services in connection with the construction of Sanitary Sewer Facilities for Sewer Assessment District No. 11 (hereinafter referred to as the "PROJECT") under a construction contract heretofore entered into between the TOWN and W.H. Ebert Corporation (herein referred to as the "Construction Contractor"; and WHEREAS, pursuant to the authority of Government Code Section 37103, the City Council of TOWN is authorized to contract for special engineering services, NOW, THEREFORE, in consideration of their mutual promises, covenants and agreements herein set forth, TOWN and ENGINEER do hereby agree as follows: 1. ENGINEER'S professional services shall consist of the following: A. Geotechnical Observation. On an intermittent basis, ENGINEER shall geotechnically observe sanitary sewer pipe installation and street pavement restoration and perform field density tests on the pipe bedding and trench backfill and pavement base course for compliance with the plans and specifications for the PROJECT. • • • B. Testing Services. ENGINEER shall perform laboratory material acceptance standard tests, including compaction tests for pipe bedding, trench backfill and pavement base course materials, gradation tests on pipe bedding and trench backfill materials, R-value, gradation, durability and Sand Equivalent tests on pavement base course material for compliance with the plans and specifications for the PROJECT. C. Daily Reports. ENGINEER shall submit dailyof our services to reports Wilsey Ham on weekly basis or other suitable intervals satisfactory to TOWN. The daily reports would describe the Construction Contractor's activity at the time of ENGINEER's field services and the locations and results of ENGINEER's field density tests. D. Final Report. Upon completion of performance of the services required under this Agreement ENGINEER shall prepare and submit to TOWN six copies of a final report which would summarize services performed by, and the findings of ENGINEER, respectively, regarding compliance of the geotechnical aspects of the site work with the plans and specifications for the PROJECT. E. ENGINEER shall not commence performance of any services until directed in writing by TOWN to do so. 2. All services required to be performed shall be completed in accordance with the following schedule. A construction period of not to exceed sixty (60) working days commencing during the summer of 1988. -2- IL _ • 3. All studies, analyses, reports, drawings or any other documents required to be furnished by ENGINEER under this Agreement, shall become and remain the property of TOWN. 4. TOWN shall pay ENGINEER in full payment for all services performed and costs incurred by ENGINEER under this Agreement, as follows: A. A total amount not to exceed Six Thousand Four Hundred Dollars ($6,400) to be paid for performance of services required for geotechnical observation and testing (except laboratory testing) and in accordance with the Schedule of Charges attached hereto marked Exhibit "A" and made a part hereof by reference. B. A total amount not to exceed One Thousand Two Hundred Dollars ($1,200) to be paid for performance of services required for laboratory testing and in accordance with the Schedule marked Exhibit "A". C. A total amount not to exceed Three Hundred Dollars ($300) to be paid for performance of services required for preparation and filing of the daily reports and in accordance with the Schedule marked Exhibit "A". D. A total amount not to exceed One Hundred Dollars ($100) to be paid for performance of services required for preparation and filing of the Final Report, and in accordance with the Schedule marked Exhibit "A". E. Following the close of each calendar month, ENGINEER shall render an invoice to TOWN for services performed during the preceding calendar month, and expenses for which reimbursement is claimed, which invoice shall be paid upon • • approval thereof by the City Council but in no event later than sixty (60) days after date of receipt. 5. ENGINEER shall perform all of the professional services and work herein required to be provided by and through its employees, and no portion of said services and work shall be subcontracted to another without thep rior written consent of TOWN. 6. In connection with the execution of this Agreement, ENGINEER shall not discriminate against any employee or applicant for employment because of race, religion, color, sex or national origin. ENGINEER shall take affirmative action to insure that applicants are employed, and that employees are treated during their employment without regard to their race, religion, color, sex, or national origin. Such actions shall include, but not be limited to, the following: employment, upgrading, demotion or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay, or other forms of compensation; and selection for training, including apprenticeship. 7. In the event of any default in or breach of this Agreement, or of any of its terms or conditions, by either party hereto, or any successor to such party, such party (or successor) shall, upon written notice from the other, which shall specify in detail the default or breach complained of, proceed immediately to cure or remedy such default or breach, and, in any event, within ten (10) days after receipt of such notice. A. If the default or breach complained of is not cured or remedied within the time allowed, then the party (or successor) not in default may terminate this Agreement at any time upon giving -4- • • written notice to the other party of its intention to terminate on a specified date, ten (10) days prior thereto. B. This Agreement may be terminated by either party upon giving written notice to the other party of its intention to terminate on a specified date, ten (10) days prior thereto in the event of a substantial failure of performance by such other party. If the services of ENGINEER are terminated for substantial failure of performance on ENGINEER'S part, TOWN may procure the completion of the services or work in such manner as it deems best and shall charge to ENGINEER any excess cost over that provided for in the Agreement or any damages TOWN may sustain by reason of the default. 8. This Agreement may be terminated if TOWN, by a Resolution of a majority of its City Council, should either deem it necessary or desirable to abandon or indefinitely postpone the prosecution of the PROJECT for which the services described herein are to be rendered and upon TOWN giving written notice to ENGINEER of its intention to terminate on a specified date, twenty (20) days prior thereto. If this Agreement is terminated, in whole or in part, for any reason other than a substantial failure of performance on the part of ENGINEER, or a default or breach of ENGINEER which has not been cured, TOWN shall pay to ENGINEER as full payment for services performed and all costs actually incurred an amount computed on the basis of including the time required to summarize any findings made to the date of termination an amount computed on the basis of the schedules set forth in Paragraph 4. 9. Upon the termination of this Agreement, all rights of the parties -5- • hereto shall terminate except as to payment for ENGINEER'S services performed prior to such termination and subject to the provisions of this Agreement. 10. ENGINEER'S rights, obligations and duties under this Agreement shall not be assigned or transferred, in whole or in part (whether by assignment, novation or otherwise), without the written consent of TOWN, but this provision shall not prohibit the assignment of proceeds due or to become due hereunder. Notice of any such assignment shall be furnished promptly to TOWN. 11. ENGINEER shall indemnify and hold harmless the TOWN OF LOS ALTOS HILLS, its officers, employees and agents from and against any and all claims, demands, causes of action, orders, decrees or judgments for injury, or death, or damage to person or property, loss, damage and liability (including all costs and attorney's fees incurred in defending any claim, demand or cause of action) occasioned by, growing out of, or arising or resulting from any negligent act, error or omission on the part of ENGINEER, or its agents or employees or its independent contractors. 12. ENGINEER shall maintain (and furnish proof thereof to TOWN) during the performance of the services required hereunder of policies of insurance in amounts and form satisfactory to TOWN which will protect ENGINEER and TOWN from claims for bodily injuries, death or property damage or loss, including the loss of use thereof, which may arise from the negligent acts, errors or omissions of ENGINEER. 13. Every employer of labor performing or providing the services to be performed or provided under this Agreement shall carry and pay for such Worker's Compensation Insurance as is necessary to fully -6- • • indemnify himself and to protect his employees under the Worker's Compensation and Insurance Law of the State of California, and to relieve the TOWN from all responsibility thereunder in connection with the performance of this Agreement; and, upon execution of this Agreement, shall file with the TOWN for approval, a certificate or certificates that such insurance is in effect. 14. Any notice required to be given to ENGINEER shall be deemed to be duly and properly given if mailed to ENGINEER, postage prepaid, addressed to: Tejima and Associates, Inc. 10 Twin Dolphin Drive Redwood City, CA 94065 or personally delivered to ENGINEER at such address or at such other address as ENGINEER designates, in writing, to TOWN. 15. Any notice required to be given to TOWN shall be deemed to be duly and properly given if mailed to TOWN, postage prepaid, addressed to: City Manager Town of Los Altos Hills 26379 Fremont Road Los Altos Hills, CA 94022 • or personally delivered to TOWN at such address or at such other address as TOWN may designate, in writing, to ENGINEER. 16. ENGINEER, its agents and employees, if any, are independent contractors and not agents, subagents or employees of TOWN. 17. Except as otherwise stated herein, any and all obligations of TOWN and ENGINEER are fully set forth and described in this Agreement. Any changes in this Agreement which shall be mutually agreed -7- upon by and between the TOWN and the ENGINEER, shall be set forth only in written amendments to this Agreement. 18. TOWN and ENGINEER each agrees that time shall be of the essence of this Agreement. 19. This Agreement shall be deemed to have been executed and entered into in the TOWN OF LOS ALTOS HILLS. 20. ENGINEER and TOWN and each of them, each binds themselves, their respective successors, legal representatives and assigns, to the other party to this Agreement and to the respective successors, legal representatives and assignees of such other party in respect to all covenants of this Agreement. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed in the TOWN OF LOS ALTOS HILLS, County of Santa Clara, State of California, as follows: By ENGINEER thisdo"day of .--:' , 198rand By TOWN thisd3'day of Sear: , l98r: TOWN OF LOS ALTOS HILLS A Municipal Corporation of the State of California, MAYOR ATTEST: CITY CLER Te'ima And Associates, Inc., a California Corporation 82988 BY -• �� ENGINEER ) 8