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Home My WebLink AboutCotton, Shires and Associates, IncAMENDMENT TO CONTRACT AGREEMENT BETWEEN THE TOWN OF LOS ALTOS HILLS AND COTTON, SHIRES AND ASSOCIATES, INC. FOR GEOTECHNICAL CONSTRUCTION OBSERVATION AND TESTING SERVICES FOR THE EAST SUNSET DRIVE ROADWAY IMPROVEMENTS This amendment ("Amendment") by and between the Town of Los Altos Hills ("TOWN") and Cotton, Shires and Associates, ("CSA") is dated for references purposes as of September 16, 2022, with reference to the following facts: RECITALS WHEREAS, on April 28, 2022, TOWN and Cotton, Shires and Associates, Inc. entered into an agreement entitled "Agreement" Between the Town of Los Altos Hills and Cotton, Shires and Associates, Inc. for observation and testing services for the "East Sunset Drive Roadway Improvements", ("Agreement"); and WHEREAS, both parties desire to amend the Agreement in order to modify the compensation and to extend the term of the Agreement. NOW THEREFORE, in consideration of the covenants, conditions and promises hereinafter contained, to be kept and performed by the parties hereto, TOWN and Cotton, Shires and Associates, Inc. agree that the following section of the aforesaid agreement dated April 28, 2022, is amended to read as follows: I Revision to Section 3 (with additions in italics and deletions in stri keth rnU 914) Section 3. TERMS. The services and/or materials furnished under this Agreement shall commence 10/29/18 and shall be completed by 6/=2922 7/31/2022, unless terminated pursuant to Section 5(f). 2. Revision to the first paragraph of Section 4 Section 4. COMPENSATION. TOWN shall pay CONTRACTOR an amount not to exceed thirty-one thousand nine hundred twenty-five dollars ($31,925) 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. All other provisions of the Agreement remain in effect and unchanged. This amendment shall become effective upon its approval and execution by the TOWN. In witness whereof, this Amendment has been executed as of the date set forth above. CONTRACT COORDINATOR and representative for TOWN: Oscar Antillon Public Works Director Town of Los Altos Hills 26379 Fremont Road Los Altos Hills, CA 94022 CONTRACTOR: DIBllallyslynedby— T -IN, David T Schrier °"`I.I'Tklvler.°l°"°°,bl,e. By; "°�"°�°°°°°°"°° °^ °' September 16, 2022 ie: zbu.os.isoe:roa90 Signature Date David T. Schrier, Vice President Print name, Title TOWN OF LOS ALTOS HILLS: By:, eter 4Pirnejlad, City Manager, Date AGREEMENT THIS AGREEMENT is made and entered into on the 28th day of April 2022 by and between the TOWN OF LOS ALTOS HILLS (hereinafter referred to as "TOWN") and Cotton, Shires and 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: Provide geotechnical construction observation and testing services for the East Sunset Drive Roadway Improvements 2. EXHIBITS. The following attached exhibits are hereby incorporated into and made a part of this Agreement: Proposal from CONTRACTOR dated April 27, 2022 3. TERMS. The . services and/or materials furnished under this Agreement shall commence May 9, 2022 and shall be completed by June 30, 2022, 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-four thousand one hundred twenty-five dollars ($24,125) 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 3116121 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. fl. 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. ill. 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 3118121 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 8116121 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: Cotton, Shires and Associates, Inc, John Chau Associate Engineer ""'--- Town of Los Altos Hills By: David T Schr!er- "I A��22 26379 Fremont Road Signature Date Los Altos Hills, CA 94022 David T SchrlerVlce President Print name, Title TOWN OF LOS�LN.S HILLS: By: Peter Pirnejad Q -y Manager, Date Town of Los Altos Hills Short form Page 4 of 4 Updated 3116/21 r2m WRIM CUFFON, SHIRES AND ASSOCIATES, INC. 1111NM CONSULTING ENGINEERS AND GEOLOGISTS April. 27,2022 Revised April 28, 2022 E6131B By Email <jchau@losaltoshiIls.ca.gov> John Chau Assistant Engineer TOWN OF LOS ALTOS Ht LLS 26379 Fremont Road Los Altos Hills, California 94022 SUBJECT: Geotechnical Construction Observation and Testing Services RE: East Sunset Drive Roadway Improvements Los Altos Hills, California REFERENCES: Brannon Corporation, Preliminary Construction Schedule, East Sunset Drive Widening, Town of Los Altos Hills, dated February 24,2022; Lea & Braze Engineering, Inc., Roadway Widening, East Sunset Drive, Los Altos'Blls, California, CA, Drawing Nos, CLO to C5.1, ER -1 and ER - 2, and RL -1 (Sheet I to 11) dated November 1, 2021; Cott -on, Shires and Associates, Inc., Geotecluilcal Investigation, report, East Sunset Drive Roadway Improvements, Los Altos Hills, California, dated June 8, 2021. Dear Mr. Chau - Cotton, Shires and Associates, Inc. (CSA) is pleased to provide the Town of Los Altos Hills with this cost estimate for construction observation and testing services. We anticipate that our services will include the following: 1) observing slope excavation; 2) pier drilling and placement of beams, and concrete; 3) observing and testing backdrain installation and. backfill placement and compaction; 4) observing and testing pavement subgrade and baserock compaction; and 5) preparing a construction observation and testing report. Northern California Office Central California Office Southern California office 330 Village Lane 6417 Dogtown Road 699 Hampshire Road, Stdte 101 Los Gatos, CA 95030-7218 San Andreas, CA 95249-9640 Thousand 04s, CA 91361-2352 (408) 354-5542 % Fax (409) 35,14852 (209) 736-4252 # Fax (209) 736-1212 (805)370-8710 www.cottgnshiLej.pom Mr. John Chau Page 2 April 27, 2022 Revised April 28, 2022 E6131B The following table provides our estimated time and cost for performing the above described tasks and is based on the construction schedule provided to us, and our experience with retaining wall construction for similar projects. Estimated Task Hours Hourly Rate Cost Slope Excavation Observation - 4 $130 $520 Pier Drilling, Beam and Concrete Installation Observation - 100 $130 $13,000 Backdrain Installation and Backfill — Observation and Compaction 18 $130 $2,340 Pavement Subgrade Preparation — Observation and Compaction 24 $130 3120 Subtotal Field $18,980 Reimbursables - Lab Testing, Vehicle, Nuclear Gauge $1,225 Office Support — Supervision, QA/QC, Consultation (10% of Field) $1,900 Construction Observation and Testing Report 2100 Subtotal Office $4,000 Total Office, Reimbursables and Field $24,125 WI - ` This cost estimate of $24,125 is based on the provided Construction Schedule, and includes 1 part-time site visit and 16 days of full-time observation and testing for pier drilling, retaining wall construction work, wall backfill, and pavement subgrade and base compaction, as described above, and should be used for budgeting purposes only. We note that the Construction Schedule does not have a specific task for backfilling behind the lower wall to widen the roadway; however, we have assumed that the time required to complete this task is included in Task 8 (baserock & AC task). If our assumption is incorrect, we may need to modify this construction estimate. A contingency should'be added for delays beyond our control, including the weather, the Contractors' schedule and ability, and other factors. Ultimately, our time spent on site will be determined by the Contractor's schedule and competency. If the Contractor is able to undertake several tasks simultaneously, our time would be reduced. As usual, the Town will only be invoiced for the actual hours spent for these tasks'. If, during the course of construction, it appears that our estimated budget will be exceeded, we will inform you so that COTTON, SHIRES AND ASSOCIATES, INC. Mr. John Chau Page 3 April 27, 2022 Revised April 28, 2022 E6131B additional written authorization can be obtained prior to completion of any additional work. Limitations Our services consist of professional opinions and conceptual recommendations made in accordance with generally accepted engineering geology and geotechnical engineering principles and practices, No warranty, expressed or implied., or merchantability or fitness, is made. in or intended in connection, with our work, by the proposal for consulting or. other services, or by the furnishing of oral or written reports or findings. If you have any questions, or need .additional information, please contact us, Respectfully submitted, COTTON, SHIRES AND ASSOCIATES, INC. David T. Schrier Principal Geotechnical Engineer GE 2334 Reviewed By: t. . Andrew Mead, Principal Engineering Geologist Approved and Authorized By Date AMOT5 Attachment; Schedule of Charges COTTON, SHIRES AND ASSOCIATES, INC. COTTON SHMES AND ASSOCIATES INC SCHEDULE OF CHARGES LIMITATIONS AND TERMS FOR pnOPESSIONAL SERVICES January 2022 Personnel Charges, Senior Principal Engineer/Geophysicist „........... _......... Principal Geologlst/Engineer................................. Supervising Geologist/Engineer .............................. Senior Geologist/Engineer.................................... Senior GIS Specialist _-_,_„ ................................... Senior Staff Geologist/Engineer................. _....... __._... Staff Geologist/Engineer ------------------------•-,-_--,--.... AutoCAD Specialist ........................................... Eeld/Laboratory Technician .................................. Clerical/Accounting ........................................... Equipment and Supply Chargee DroneSystem ..................................... Inclinometer System ... .......... .............................. Piezometer Data Acquisition System ................... Total Station Surveying Equipment........................... GPS Surveying Equipment .................................... NuclearMoisture/Unit Weight Gauge ......................„ Rope Climbing Safety Equipment ............................. Multi -Channel Seismograph System and ReMi ..-.......... Vehicle Mileage (or Current IRS Approved Rate) ............ Aircraft Mileage (or Current GSA Approved Rate),,,,,,,,,,, Photocopying (B&W -Color) ...................... Engineering (Large Format) Copier ......................... Computer Assisted Color Plotting ,,,;,,,,,,,,, Expert Witness Consultation Charges $ 325/hr Expert witness testimony for court appearances and binding arbitrations shall $ 270/hr be charged on a daily basis (minimum one-half day increments) at a rate of $4,400 per day, Depositiontestlmony shallbe charged at a rate of $550 perhour $ 225/hr.' (minimum one hour charge). Preparation time for depositions or court $ 200/hr appearances shall be charged on a time -and -expense basis in accordance with $180/hr the Personnel, Equipment, and Expense charges listed herein. $170/hr Laboratory Testing and Geopbj sical Service Charges $155/hr $150/hr Laboratory testing and geophysical services shall be charged on a time-and- $130/hr materials basis in accordance with the Personnel, Equipment, and Expense charges listed herein, $ 95/hr Laboratory samples shall be stored for 60 days after the date of final report submittal unless special arrangements are made fox longer storage. $220/day Expense Charges (Receipted Costs Plus 15%) $ 220/day o Travel expenses including air fare, lodging, vehicle rental, etc, (either $110/day actual receipted costs plus 15% for meals or a flat subsistence charge of $ 326/day $75 per diem for overnight stay shall be charged in addition to the $ 430/day lodging cost) • Excavation -subcontractors and expendable field supplies $ 160/day Reproduction of drawings $ 270/day Film, film development, and photograph printing $ 325/day • Special fees, permits, insurance, etc. $ .575/mi • Conference call telephone costs o Special mail service (air, electronic, courier, etc.) $1.21/nmi Special equipment rental $ .20-.50/copy ' Special consultant fees $ .60/ft2 $12/sq. ft. F.. W-9 Request for Taxpayer Give form to the (Rov. Ortaber 2007) Identification Number and Certification requester. Do not Deportmm of the Ti qazw, send to the IRS. Intornal Flomwo I t7,; (!as shoPlnl on your Incometax return)- MMIJIM name, if different froM above Check opproprIpAs box: Individual/Sole proprietor Corporation El partnership El Wilted liability company. Enter the tax classification (D disregarded entity, C -corporation. P -partnership) El rAher (aes iristruaticno ,, (nurnbor, street, and art or suite no.) City, state, and ZIP code account number(s) here Requeeter'a name and ad Tvmi of Los Alto Hills F] Exempt - paysq (aptionai) Enter your TIN In the appropriate box, The TIN provided must match the name given Oil Line 1 to avoidsocial �1titynulnber----1 backup withholding. For individuals, this Is your social Security number (5SN). However, for a resident allan, sode proprietor, or disregarded entity, see the. Part I Instructions on page 3. For other entities, It Is your employer Idenlificatlen number (FIN). If You do not have a number, see How to got a 77N on page 3. or Note. If the account, is h more than one name, sea the chart on page 4 for gutdothas on whose number to enter. Under penalties of perjury, I certify that. i. The number showil 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 subjel to backup withholding because: (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service (11158) that I am subject to backup Withholding as a result of a failure to report all Interest or dividends, or (0) the IRS has notified the that I am no longer subject to backup withholding, and I am a U.S-. citizen or other U.S. person (de'llned below). oettIficatroll lnstruouolls. You must cross Out Item 2 above If you have been 11WIed by ilia IRS that you are currently subject to backup withholding because you have failed to report all Interest and dividends on your tax return. For real estate transactions, Item 2 does not apply, For mortgage Interest paid, acquisition or abandonment of secured property, cancellation of debt, contHbutlions to an Individual retirement arrangement (IRA), And generally, payments other than Interest and dividends, You are not required to sign the Certification, but yet., must provide your correct TIN. See the instructions on page 4. Sign Signature of Here I U.S. Person Ito Date If - General Instructions Section references are to the Internal Revenue Code unless otherwise noted. Purpose of Form A person who Is required to file an Information return with the IRS must obtain your correct taxpayer Identification number (FIN) to report, for example, income paid to you, real estate transactions, mortgage Interest you paid, acquisition or abandonment of seoured property, cancellation of debt, or contributions you made to an IRA. Use Form W-9 only It you are a U.S, person (Including i resident ellen), to provide your correct TIN to the person requesting it. (the requester) and, when applicable, to,. 1. Certify that the TIN you are giving Is correct (or you are waiting for a number to be issued), 2. Certify that you are not subject to backup withholding, or 3. Claim exemption from backup withholding if You are a U.S. exempt payee. If applicable, you are also certifying that as a U.S. person, your allocable shore of any partnership Income from a U.S. trade 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 form If it Is substantially similar to this Form W-9 Definition of a U.S. person. For federal tax purposes, You are considered a U.S. person W you are: An Individual who Is a U.S citizen Or U.S. resident alien, • A partnership, corporation, company, or association created or organized In the United States or under the laws of the United States. * An estate (other than a foreign estate), or s A domestic trust (as defined in Regulations section 301.7701-7). Special rules tot, 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 income from such business, Further, In certain cases where a Form *9 has not been received, a partnership Is required to presume that a partner is a foreign person, and pay the withholding tax. Therefore, If you are a U.S, person that Is a partner In a partnership conducting a trade or business In the United States. provide Form W-9 to the partnership to establish Your U.S. status and avoid withholding on your share of 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 not income from the partnership conducting a trade or business In the United States Is in the following cases: lk The U,S. owner of a disregarded entity and not the entity, Cat. No. 10231X Form --W--9(Rev W-20071