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HomeMy WebLinkAboutCotton, Shires and Associates, Inc. (5)AGREEMENT THIS AGREEMENT is made and entered into on the 10th day of August, 2020 by and between the TOWN OF LOS ALTOS HILLS (hereinafter referred to as "TOWN") and Cotton, Shires & Associates, 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: Geotechnical review services for the Town of Los Altos Hills. 2. EXHIBITS. The following attached exhibits are hereby incorporated into and made a part of this Agreement: Email from CONTRACTOR dated July 24, 2020 regarding rates for services 3. TERMS. The services and/or materials furnished under this Agreement shall commence August 10, 2020 and shall continue 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 five thousand dollars and zero cents ($25,000.00) 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 Pagel of 4 Short form Updated 4/23/10 5. GENERAL TERMS AND CONDITIONS. a. HOLD HARMLESS. CONTRACTOR agrees to indemnify, defend and hold harmless the TOWN, its officers, agents and employees from any and all demands, claims or liability of personal injury (including death) and property damage of any nature, caused by or arising out of the performance of CONTRACTOR under this Agreement. With regard to CONTRACTOR'S work product, CONTRACTOR agrees to indemnify, defend and hold harmless the TOWN, its officers, agents and employees from any and all demands, claims or liability of any nature to the extent caused by the negligent performance of CONTRACTOR under this Agreement. b. INSURANCE. CONTRACTOR shall file with the TOWN a certificate of insurance before commencing any services under this Agreement as follows: WORKERS COMPENSATION INSURANCE: Minimum statutory limits. COMMERCIAL GENERAL LIABILITY AND PROPERTY DAMAGE INSURANCE: General Liability and Property Damage Combined. $1,000,000.00 per occurrence including comprehensive form, personal injury, broad form personal damage, contractual and premises/operation, all on an occurrence basis. If an aggregate limit exists, it shall apply separately or be no less than two (2) times the occurrence limit. iii. AUTOMOBILE INSURANCE: $1,000,000.00 per occurrence. iv. ERRORS AND OMISSIONS INSURANCE: $1,000,000.00 aggregate. v. NOTICE OF CANCELLATION: The City requires 30 days written notice of cancellation. Additionally, the notice statement on the certificate should not include the wording "endeavor to" or "but failure to mail such notice shall impose no obligation or liability of any kind upon the company, its agents or representatives." vi. CERTIFICATE OF INSURANCE: Prior to commencement of services, evidence of insurance coverage must be shown by a properly executed certificate of insurance and it shall name "The Town of Los Altos Hills, its elective and appointed officers, employees, and volunteers" as additional insureds. vii. To prevent delay and ensure compliance with this Agreement, the insurance certificates and endorsements must be submitted to: Town of Los Altos Hills 26379 Fremont Road Los Altos Hills, CA 94022 Town of Los Altos Hills Page 2 of 4 Short form Updated 4/23/10 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 (7) days written notice to CONTRACTOR. Monies owed for work satisfactorily completed shall be paid to CONTRACTOR within 14 days of termination. g. RECORDS. All reports, data, maps, models, charts, studies, surveys, calculations, photographs, memoranda, plans, studies, specifications, records, files, or any other documents or materials, in electronic or any other form, that are prepared or obtained pursuant to this Agreement and that relate to the matters covered hereunder shall be the property of the TOWN. CONTRACTOR hereby agrees to deliver those documents to the TOWN at any time upon demand of the TOWN. It is understood and agreed that the documents and other materials, including but not limited to those described above, prepared pursuant to this Agreement are prepared specifically for the TOWN and are not necessarily suitable for any future or other use. Failure by CONTRACTOR to deliver these documents to the TOWN within a reasonable time period or as specified by the TOWN shall be a material breach of this Agreement. TOWN and CONTRACTOR agree that until final approval by TOWN, all data, plans, specifications, reports and other documents are preliminary drafts not kept by the TOWN in the ordinary course of business and will not be disclosed to third parties without prior written consent of both parties. All work products submitted to the TOWN pursuant to this Agreement shall be deemed a "work for hire." Upon submission of any work for hire pursuant to this Agreement, and acceptance by the TOWN as complete, non- exclusive title to copyright of said work for hire shall transfer to the TOWN. The compensation recited in Section 4 shall be deemed to be sufficient consideration for said transfer of copyright. CONTRACTOR retains the right to use any project records, documents and materials for marketing of their professional services. Town of Los Altos Hills Page 3 of 4 Short form Updated 4/23/10 h. ENTIRE AGREEMENT. This Agreement represents the entire agreement between the Parties. Any ambiguities or disputed terms between this Agreement and any attached Exhibits shall be interpreted according to the language in this Agreement and not the Exhibits. 6. INVOICING. Send all invoices to the contract coordinator at the address below. This Agreement shall become effective upon its approval and execution by TOWN. In witness whereof, the parties have executed this Agreement the day and year first written above. CONTRACT COORDINATOR and representative for TOWN: CONTRACTOR: Zach Dahl Planning Director Town of Los Altos Hills By: C _ IS a.o 26379 Fremont Road Signature Date Los Altos Hills, CA 94022 (602 Print name, Title TOWN OF LOS ALTOS HILLS: By:CZO 0, Carl Cahill, City Manager Date Town of Los Altos Hills Page 4 of 4 Short form Updated 4/23/10 Cody Einfalt From: Craig Stewart <cstewart@cottonshires.com> Sent: Friday, July 24, 2020 10:28 AM To: Cody Einfalt; Karen Frey; David Schrier Subject: Re: Agreement with LAH Attachments: Los Altos Hills amendment dated 10-21-1998.pdf; Los Altos Hills amendment no. 3 dated 10-18-2001.pdf Hi Cody, We are getting together the short form agreement along with the supporting documents (W-9, COI). Attached are some prior documents from our files for the Town, as requested. To clarify for the agreement, we propose a three year agreement. We can tailor the start and end date for the Town to make fiscal year end processing easier. Let us know if an end date of July 1, 2023 would be acceptable to the Town. Another part of the agreement would set an "Not -To -Exceed" (NTE) amount for our services. Our peer review charges are applied to separate permits and typically range in the $1,500 to $2,000 dollar range unless more involvement is required, or requested by the Town/applicant's Consultant. The NTE amount prescribed on the agreement would be a cumulative total set by the Town for all of our peer review services. For instance, Saratoga set a NTE of $165,000 for our three year peer review agreement. For peer review services, we offer the Town a discoun rate increases we propose a series of incremental adji Consumer Price Index (CPI). So, for our three year agn years to be approved by the Town. Most review servk charge $120/hr and $175/hr, respectively, and it appe We would, propose an initial rate increase beginning m these in accordance with the CPI (^3-4%) on an annua rates were $190/hr and $260/hr, respectively. J rate compared to what we charge other clients. To avoid large, ments on an annual basis consistent with the Bay Area -nent'we could have a forecasted rate increase over the three' are completed by Senior or Principal level staff. Currently, we 5 that these rates have not increased within the last few years. i our new agreement to $150/hr and $205/hr, and then increase; asis. For comparison, in 2020, our standard Senior and Principal Does this all sound appropriate for the Town? If so, we will prepare the short form agreement (with a not -to -exceed amount and start and end dates requested by the Town), and will provide a brief proposal letter detailing our general peer review services and proposed discounted rates, with supporting documents attached (i.e., W-9, COI, Standard rate sheet for comparison, other documents if requested by the Town). For the Certificate of Insurance, we'll need to tell our provider who at the Town should receive it going forward on an annual basis, please let us know (email is preferred). Thanks for your help with this, FYI, I'll be out of the office next week and have copied David Schrier who is an officer of the company and Karen Frey who is our head accountant so that they can be in the loop, and to be able to assist next week if I am out of contact. Craig Stewart Cotton, Shires & Associates, inc., Consultin En ineers and Ge isCs COTTSHI-01 MIr:HAFI A A� oR'oCERTIFICATE OF LIABILITY INSURANCE DAFTD/YYYY) 7/123/223/2020 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER License # OE67768 CONTACT Gig! Yuen IOA Insurance ServicesPHONE 3875 Hopyard Road Suite 200 Pleasanton, CA 94588 FAX AIc, Ne, Ext : (925) 660-3514 50008 A/c, No :(925) 416-7869 IL . Gigi.Yuen@ioausa.com Epp INSURERS AFFORDING COVERAGE NAIC # INSURER A: RLI Insurance Company 13056 12/4/2020 INSURED INSURER B: INSURER C: Cotton, Shires and Associates, Inc. 330 Village Lane Los Gatos, CA 95030 INSURER D: INSURER E: INSURER F: PERSONAL &ADV INJURY $ 1,000,000 rOVFRAt,FS CFRTII:IRATF KI IMRFR• DC111QIr1K1 Kumnovo. THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. II TRNSR TYPE OF INSURANCE ADDL SUBR POLICY NUMBER POLICY EFF POLICY EXP LIMITS A X COMMERCIAL GENERAL LIABILITY CLAIMS -MADE FX OCCUR PSB0006677 12/4/2019 12/4/2020 EACH OCCURRENCE $ 1,000,000 DAMAGE TO RENTED 1,000,000 EMISESEa occ a ce MED EXP (Any oneperson) $ 10,000 PERSONAL &ADV INJURY $ 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: POLICY ❑X JECOT- LOC GENERAL AGGREGATE 2,000,000 PRODUCTS - COMP/OPAGG $ 2,000,000 OTHER: A AUTOMOBILE LIABILITY COMBINdEeDiGL SINE LIMIT $ 1,000,000 (Ea acciX ANY AUTO OWNED SCHEDULED AUTOS ONLY AUTOS PSA0002276 12/4/2019 12/4/2020 BODILY INJURY Per person $ BODILY INJURY Per accident $ ROS ONLY r AUOTOS ONLY Pe�acciRdentDAMAGE $ A X UMBRELLA LIABX OCCUR EACH OCCURRENCE $ 2,000,000 EXCESS LIAB CLAIMS -MADE PSE0002888 12/4/2019 12/4/2020 AGGREGATE 2,000,000 DED I I RETENTION $ A WORKERS COMPENSATIONX AND EMPLOYERS' LIABILITY Y / N ANY PROPRIETOR/PARTNER/EXECUTIVE ❑ OFFICER/MEMBE EXCLUDED? (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below N/A PSW0003773 1/1/2020 1/1/2021 ER E OTH- STATUTE E. L. EACH ACCIDENT 1,000,000 E.L. DISEASE - EA EMPLOYEE $ 1,000,000 E.L, DISEASE - POLICY LIMIT 1,000,000 A Professional Liab. RDP0038685 2/1/2020 2/1/2021 Per Claim 2,000,000 A Professional Liab. RDP0038686 2/1/2020 2/1/2021 Aggregate 2,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS I VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space Is required) All operations of the Named Insured, including the aforementioned project General Liability: Please see Additional Insured endorsement attached; such coverage is Primary & Non -Contributory with Waiver of Subrogation included, as required by written contract. Workers' Compensation: Waiver of Subrogation is in favor of the aforementioned Additional Insured, as required per written contract. Auto Liability: Please see Designated Insured endorsement attached with Waiver of Subrogation included, as required by written contract. ADDITIONAL INSURED AS RESPECTS TO GENERAL LIABILITY & AUTO LIABILTIY: The Town, its officers, agents and employees, as required by written contract. Town of Los Altos Hills 26379 Fremont Road SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE C;Ae »�'" ACORD 25 (2016/03) ©1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD Policy Number: PSB0006677 RLI Insurance Company Named Insured Cotton, Shires and Associates, Inc. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. RLIPack° FOR PROFESSIONALS BLANKET ADDITIONAL INSURED ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESSOWNERS COVERAGE FORM - SECTION II — LIABILITY C. WHO IS AN INSURED is amended to include as an additional insured any person or organization that you agree in a contract or agreement requiring insurance to include as an additional insured on this policy, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused in whole or in part by you or those acting on your behalf: a. In the performance of your ongoing operations; b. In connection with premises owned by or rented to you; or c. In connection with "your work" and included within the "product -completed operations hazard". 2. The insurance provided to the additional insured by this endorsement is limited as follows: a. This insurance does not apply on any basis to any person or organization for which coverage as an additional insured specifically is added by another endorsement to this policy. b. This insurance does not apply to the rendering of or failure to render any "professional services". c. This endorsement does not increase any of the limits of insurance stated in D. Liability And Medical Expenses Limits of Insurance. 3. The following is added to SECTION III H.2. Other Insurance — COMMON POLICY CONDITIONS (BUT APPLICABLE ONLY TO SECTION II — LIABILITY) However, if you specifically agree in a contract or agreement that the insurance provided to an additional insured under this policy must apply on a primary basis, or a primary and non-contributory basis, this insurance is primary to other insurance that is available to such additional insured which covers such additional insured as a named insured, and we will not share with that other insurance, provided that: a. The "bodily injury" or "property damage" for which coverage is sought occurs after you have entered into that contract or agreement; or b. The "personal and advertising injury" for which coverage is sought arises out of an offense committed after you have entered into that contract or agreement. 4. The following is added to SECTION III K. 2. Transfer of Rights of Recovery Against Others to Us — COMMON POLICY CONDITIONS (BUT APPLICABLE TO ONLY TO SECTION II — LIABILITY) We waive any rights of recovery we may have against any person or organization because of payments we make for "bodily injury", "property damage" or "personal and advertising injury" arising out of "your work" performed by you, or on your behalf, under a contract or agreement with that person or organization. We waive these rights only where you have agreed to do so as part of a contract or agreement with such person or organization entered into by you before the "bodily injury" or "property damage" occurs, or the "personal and advertising injury" offense is committed. ALL OTHER TERMS AND CONDITIONS OF THIS POLICY REMAIN UNCHANGED. PPB 304 02 12 Page 1 of 1 Policy Number: PSA0002275 Named Insured: Cotton, Shires and Associates, Inc. A. B. C. D. E. F. G. H. i. J. K. L. M. N. O. P. Q. R. S. T. RLI Insurance Company THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. SCHEDULE OF COVERAGES ADDRESSED BY THIS ENDORSEMENT Broad Form Named Insured Employees As Insureds Blanket Additional Insured Blanket Waiver Of Subrogation Employee Hired Autos Fellow Employee Coverage Auto Loan Lease Gap Coverage Glass Repair — Waiver Of Deductible Personal Effects Coverage Hired Auto Physical Damage Coverage Hired Auto Physical Damage — Loss Of Use Hired Car — Worldwide Coverage Temporary Transportation Expenses Amended Bodily Injury Definition — Mental Anguish Airbag Coverage Amended Insured Contract Definition — Railroad Easement Coverage Extensions — Audio, Visual And Data Electronic Equipment Not Designed Solely For The Production Of Sound Notice Of And Knowledge Of Occurrence Unintentional Errors Or Omissions Towing Coverage PPA 300 03 13 This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM A. Broad Form Named Insured The following is added to the SECTION II — COVERED AUTOS LIABILITY COVERAGE, Para- graph A.1. Who Is An Insured Provision: Any business entity newly acquired or formed by you during the policy period, provided you own fifty percent (50%) or more of the business entity and the business entity is not separately insured for Bus- iness Auto Coverage. Coverage is extended up to a maximum of one hundred eighty (180) days following the acquisition or formation of the business entity. This provision does not apply to any person or organization for which coverage is excluded by endorsement. B. Employees As Insureds The following is added to the SECTION II — COVERED AUTOS LIABILITY COVERAGE, Para- graph A.I. Who Is An Insured Provision: Any "employee" of yours is an "insured" while using a covered "auto" you don't own, hire or borrow in your business or your personal affairs. C. Blanket AdditionalInsured The following is added to the SECTION II — COVERED AUTOS LIABILITY COVERAGE, Para- graph A.1. Who Is An Insured Provision: Any person or organization that you are required to include as an additional insured on this coverage form in a contract or agreement that is executed by you before the "bodily injury" or "property damage" occurs is an "insured" for liability coverage, but only for damages to which this insurance applies and only to the extent that person or organization qualifies as an "insured" under the Who Is An Insured provision contained in SECTION II — COVERED AUTOS LIABILITY COVERAGE. The insurance provided to the additional insured will be on a primary and non-contributory basis to the additional insured's own business auto coverage if you are required to do so in a contract or agreement that is executed by you before the "bodily injury" or "property damage" occurs. D. Blanket Waiver Of Subrogation The following is added to the SECTION IV — BUSI- NESS AUTO CONDITIONS, A. Loss Conditions, 5. Transfer Of Rights Of Recovery Against Others To Us: We waive any right of recovery we may have against any person or organization to the extent required of you by a contract executed prior to any "accident" or PPA 300 03 13 "loss", provided that the "accident" or "loss" arises out of the operations contemplated by such contract. The waiver applies only to the person or organization designated in such contract. E. Employee Hired Autos 1. The following is added to the SECTION II — COVERED AUTOS LIABILITY COVERAGE, Paragraph A.1. Who Is An Insured Provision: An "employee" of yours is an "insured" while operating an "auto" hired or rented under a contract or agreement in that "employee's" name, with your permission, while performing duties related to the conduct of your business. 2. Changes In General Conditions: Paragraph 5.b. of the Other Insurance Con- dition in the BUSINESS AUTO CONDITIONS is deleted and replaced with the following: b. For Hired Auto Physical Damage Coverage, the following are deemed to be covered "autos" you own: (1) Any covered "auto" you lease, hire, rent or borrow; and (2) Any covered "auto" hired or rented by your "employee" under a contract in that individual "employee's" name, with your permission, while performing duties related to the conduct of your business. However, any "auto" that is leased, hired, rented or borrowed with a driver is not a covered "auto". F. Fellow Employee Coverage SECTION II — COVERED AUTOS LIABILITY COVERAGE, Exclusion B.S. does not apply if you have workers compensation insurance in -force covering all of your employees. G. Auto Loan Lease Gap Coverage SECTION III — PHYSICAL DAMAGE COVERAGE, C. Limit Of Insurance, is amended by the addition of the following: In the event of a total "loss" to a covered "auto" shown in the Schedule of Declarations, we will pay any unpaid amount due on the lease or loan for a covered "auto", less: 1. The amount paid under the PHYSICAL DAMAGE COVERAGE section of the policy; and 2. Any: a. Overdue lease/loan payments at the time of the "loss"; WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 04 03 06 (Ed. 4-84) WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT—CALIFORNIA We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) You must maintain payroll records accurately segregating the remuneration of your employees while engaged in the work described in the Schedule. The additional premium for this endorsement shall be 2% of the California workers' compensation premium otherwise due on such remuneration. Person or Organization Schedule Job Description All persons or organizations that are party to a contract that Jobs performed for any person or organization that you requires you to obtain this agreement, provided you executed have agreed with in a written contract to provide this the contract before the loss. agreement. This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. (The information below is required only when this endorsement is issued subsequent to preparation of the policy.) Endorsement Effective 01-01-2019 Policy No. PSW0003773 Endorsement No. Insured Insurance Company Cotton, Shires and Associates, Inc. RLI Insurance Company Countersigned By ©1998 by the Workers' Compensation Insurance Rating Bureau of California. All rights reserved.