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HomeMy WebLinkAboutCleary Consultants, Inc. 04.29.2026AGREEMENT THIS AGREEMENT is made and entered into on the21ay of Apr I 12026 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 FY2025/26 Pavement Rehabilitation and Drainage Improvement Project 2. EXHIBITS. The following exhibits are hereby incorporated into and made a part of this Agreement: Proposal from CONTRACTOR dated April 7, 2026 3. TERMS. The services and/or materials furnished under this Agreement shall commence May 4, 2026 and shall be completed by December 31, 2026, 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 Twenty thousand dollars and zero cents ($20,000.00) 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 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 4/26/22 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. ii. 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 Page 2 of 4 Short form Updated 4/26/22 Town of Los Altos Hills 26379 Fremont Road Los Altos Hills, CA 94022 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 the 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 Town of Los Altos Hills Page 3 of 4 Short form Updated 4/26/22 for said transfer of copyright. CONTRACTOR retains the right to use any project records, documents, and materials for marketing of their professional services. h. CONTRACT ADMINISTRATION. The TOWN hereby designates John Chau, Project Manager and the City Manager as Contract Administrator for this agreement. The CONTRACTOR shall only take direction regarding the services provided under this Agreement from the Contract Administrator. Furthermore, CONTRACTOR agrees that the Contract Administrator shall be included any meeting, teleconference, or written communication between any Town representative, including Committee members, and the CONTRACTOR. The TOWN may modify the Contract Administrator at any time upon providing written notice to the CONTRACTOR. i. 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 on the day and year first written above. CONTRACT COORDINATOR and representative for TOWN: CONTRACTOR: John Chau Project Manager Town of Los Altos Hills By 26379 Fremont Road Los Altos Hills, CA 94022 Signature 4/28/2026 Date Chris Ciechanowski, President TOWN OF LOS ALTOS HILLS: By: Cody Einfalt Date Acting City Manager Town of Los Altos Hills Page 4 of 4 Short form Updated 4/26/22 ccSCLEARY CONSULTANTS, INC, Geotechnical Engineers and Geologists Town of Los Altos Hills Attn: John Chau, Project Manager 12355 El Monte Road Los Altos Hills, CA 94022 Christophe A. Ciechanowski, President, GE Grant F. Foster, Vice -President, GE J. Michael Cleary, Principal, CEG, GE April 7, 2026 Ser. 8133 RE: PROPOSAL FOR SOIL ENGINEERING SERVICES DURING CONSTRUCTION PAVEMENT REHABILITATION AND DRAINAGE IMPROVEMENT PROJECT LOS ALTOS HILLS, CALIFORNIA Dear Mr. Chau, Tntradurtion As requested, we are submitting this proposal to provide soil engineering observation and testing services during the baserock compaction and asphalt placement phases of the Pavement Rehabilitation and Drainage Improvement Project for the City of Los Altos Hills, California. Scope of Services Specific details of the contractor's schedule to complete the various phases of the work are not known and we have not had the opportunity to review the project plans and specifications; therefore we propose to provide our services on an hourly time and materials basis during the earthwork, grading and backfilling phases of the project. Based on our experience with similar projects, we estimate the scope of our services will include intermittent to fall time on-site observation and field density testing during baserock and pavement placement and compaction. Our work will also include office engineering for submittal/RFI review, if necessary. Arrangements 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 based on full-time observation and testing during a normal eight- hour workday would be about $1,350 per day, $675 per half-day, and $200 per site visit. These 560 DIVISION STREET - CAMPBELL, CALIFORNIA 95008 - (650) 948-0574 www.clea,ryconsultantsinc.com Town of Los Altos Hills Attn: John Chau, Project Manager April 7. 2026 estimates include field and office supervision and laboratory testing. Consultations and report preparation are billed in addition at the appropriate hourly rate. We propose to begin working under a preliminary estimated operating budget of approximately $201000 (15 Personnel Days). Our billings will be submitted monthly or upon completion of those phases of the work involving our services. 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 of Los Altos Hills 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. We look forward to being of service to you on this project and ask that you call if you have any questions. As our authorization to provide the above services, please sign and return one copy of this agreement. Yours very truly, CLEARY CONSULTANTS, INC. Chris Ciechanowski President CC:cs Copies: Addressee (email) Approved By Date CLEARY CONSULTANTSr INC* CLEARY CONSULTANTS, INC. SCHEDULE OF FEES AND CONDITIONS PERSONNEL CHARGES AdministrativeAssistant........................................................................................................................................................................................ 60.00/hr Drafting/Laboratory............................................................................................................................................................................................... 70.00/hr Senior Engineering Technician......................................................................................... ................. 120.00/hr .................................................................... Prevailing Wage Engineering Technician.............................................................................................................................................................. 135.00/hr Staff Engineer/Staff Engineering Geologist........................................................................................................................................................... 130.00/hr Project Engineer/Project Engineering Geologist.................................................................................................................................................... 140.00/hr Associate Engineer/Associate Engineering Geologist............................................................................................................................................ 180.00/hr Principal............................................................................................................................................................................................................. $220.00/hr* *Expert witness fees for appearance at court and depositions are $1800/day and $900 half day. There is a minimum of one-half day for all court and deposition appearances. EQUIPMENT/LABORATORY CHARGES Automobile ................... $ ........................................................................................................................................................................................ 0.8 5/mile MobileLaboratory.............................................................................................................................................................................................. 10.00/hour NuclearMoisture/Density Gauge.......................................................................................................................:::............................................... 5.00/test Laboratory Compaction Curve, ASTM D1557............................................................................................................ .... 350.00/test ..................................... DIRCertified Payroll Reporting...................................................................................................................................................................... 100.00/report MISCELLANEOUS CHARGES Drilling services, printing and reproduction, special and consultant fees, permits, insurance, equipment and vessel rental, travel and subsistence expenses and other similar related costs are billed at cost plus 15 percent. Copies of previously issued reports will be billed at $50.00 for the first copy and $25.00 for each additional copy, 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 ordinarily exercised by members of the profession currently practicing in the same locality under similar conditions. No other 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 liability and 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 liability arising 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 of such insurance. We shall not be responsible for any loss, damage, or liability arising from any negligent acts or willful misconduct of Client, its agents, staff, and other consultants employed by it. Certificates of our general liability insurance 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 liability for 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 under 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 $20,000, 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 of any lawsuit or other litigation, unless the parties mutually agree otherwise. The cost of said Mediation shall be split equally between the parties. 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 of the scope of the work or termination of services. OWNERSHIP OF DOCUMENTS All reports, boring logs, field data, field notes, laboratory test data, calculations, estimates, and other documents prepared by CCI as instruments of service, 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 relationship with or a cause of action in favor of a third party against either the Client or CCI. COI's services under this Agreement are being performed solely for the Client's benefit, and no other entity shall 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 carry out 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 the prior written consent of the other party. INVOICES Invoices for our services will be submitted, at our option, on a monthly basis 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 of the invoices at the maximum rate permissible by 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 other 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 of the report 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. FormWM9 Request for Taxpayer (Rev. October 2007) Identification Number and Certification Department of the Treasury Internal Revenue Servloe C4 0 ZM C1 CL C: iL (D W Name (as shown on your income tax return) Cleary Consultants, Inc. Business name, if different from above I Give form to the requester. Do not send to the IRS. Check appropriate box: ❑ Individual/Sols. proprietor F Corporation F] Partnership Exempt El Limited liability- company. Enter- the tax claissification (Ndisregarded entity., C=corp6ration, P=partnership) 10- ❑ payee ❑ Other (see instruoftne) Address. (number, street, and apt. or suite no.) Requestees name and address (optional) 560 Division St. I City, state, and ZIP code Campbell CA 95008 List account number(s) here (optional} 1.M Tmayer I'dentificaion Number (TIN) Town of Los Altos Hills 26379 Fremont Road Los Altos Hills, CA 94022 Enter your TIN in the appropriate box. The TIN provided must match the name given on Line I to avoid Social security number back-wp Withholding. For individuals, this is your social security number (8SN-). Rowever, 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 T/ N on page 3. or Note. It the account is in more than one name, see the ch -art on page 4 for guidelines on whose Certification Under penalties of perlUry, I certify that., 1. The number shown on this form is my correct taxpayer identification number (or I am waiting for a number to be issued to me), and 2. '1 am not subject to backupwithholding because: (a) I am exempt from backup. withholding., or (b) I 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 (o) the IRS has notified me that I an no longer subject to. backup withholding, and 3. 1 am a U.S. citizen or other U.S. person (defined below). O-erfifteatlon instruotions.'YOU Must oross out item 2* above if'YOU have been notified by. the IF�S- that you are Currently subjbat to backup withholding because you have failed to report all interest and dividends .on your tax return. For real estate transactions,item2 does not apply. For moft-g-dge interest paid,. acquisition or abandonment of secured property., cancellation of debt, contributions to an individual retirement qrrangement (IRA)., and generally, payments other then interest and dividends, you are not required to sign the Certification, but you must provide yout correct TIN. See the instr'uction., . . q, on page 4. Sign Signature. of 0, 04/28/2026 Helie U.S'. person 0 - Date General Instructions Section Werences are to th *9 Internal Revenue, Code. unless other mise noted. A. person rson who is required to file a n.► information return with the IRS must obtain your correct taxpayer identification number (TIN) to report, for example, income paid to you, real estate transactions, mortgage interest you paid, acquisition or abandonim,ontof secured property, cancellation of debt, or contributions you made to. an IRA Use- Form W-;9 only if you are. a. U.S... person' in -eluding a ln) e resident all OV , to pr ' ld'a your correct TIN to- the person req.uesting it (the. requester) and, when applicable, to: 1'. Certify that the TIN you are giving is correct (or you are. waiting for a nur*hber to be issued), 2. Certify that you are not subject to. back-up withholding, or 3. Claim. exemption from backup withholding if you are a U.S. exempt payee. If applicable, yoLt. are also certifying that as: a U.S. per! Qn, your allocable sharp, of. any partnership income from a U.S. trad.e 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 fbrm if it is substainfitilly similar to thi's Form W-9. Definition of U..& Oerson. For federal tax purposes, you are -considered a U.S. person if you are: # An individual who is a U.S. citizen or U.S. resident alien, A partnership, corporation, dompany, or association created or orgah-ited in the United- Stags or under the taws of the United States, * An estate (other than a fbreign estate), or # A dornesti6trust (as defined in Regulations section 301.7701-7). Special rules for partnerships. Partnerships that conduct a trade or business in. the United States are generally required to pay a withholding. tax on any foreign partners' share of inc ome. from such business.. Further, In certain cases where a Form W-9. has not been received, a partnership it requir6d to presume that a partner is a forpion person, and pay the withhol,dirig tax.. Therefore, if you are a U..S, person that is � partner in a. partnership condu cting, a trade or business in tho, United States, provide Form W -q. to the partnership to establish your U.S. status and avoid withholding, on your share af partnership. income. The person who gives. Form. W-9 to the partnership for purposes of establishing its U.S. status and avoiding withholding on its allocable share of net income from the partnership condu c -tin, g. � trade or business in the United States is in the following cases.: * The U.S. owner of a disregarded entity and not the. entity, Cat. No. 1-0231X Form W-9 (Rare. 10-2007)