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HomeMy WebLinkAboutCotton, Shires and Associates, Inc. (8)AGREEMENT THIS AGREEMENT is made and entered into on the leday of Ma"- , 2021 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 Investigation at East Sunset Drive 2. EXHIBITS. The following attached exhibits are hereby incorporated into and made a part of this Agreement: Proposal from CONTRACTOR dated 9/10/2020, revised 10/14/2020 3. TERMS. The services and/or materials furnished under this Agreement shall commence and shall be completed by , 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 Nineteen thousand nine hundred dollars and zero cents ($19,900.00) 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 3/16/21 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, pertaining to, or relating to the negligence , recklessness, or willful misconduct of the CONTRACTOR. 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 26379 Fremont Road Los Altos Hills, CA 94022 Town of Los Altos Hills Page 2 of 4 Short form Updated 3/16/21 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 3/16/21 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: John Chau Assistant Engineer David T. Schrier Town of Los Altos Hills By; ==.,o=,a3s, <<-0,� March 16, 2021 26379 Fremont Road Signature Date Los Altos Hills, CA 94022 David T. Schrier, Vice President Print name, Title TOWN OF LOS ALTOS LS: BY: Ili 2-01 Carl Cahill, City Manager Date Town of Los Altos Hills Page 4 of 4 Short form Updated 3/16/21 COTTON, SHIRES AND .ASSOCIATES, INC. CONSULTING ENGINEERS AND GEOLOGISTS September 1.0, 2020 Revised October 14, 2020 P6400 By Email(choffmann@losaltoshills.ca.gov) Christine Hoffmann Assistant Engineer TOWN OF LOS ALTOS HILLS 26379 Fremont Road Los Altos Hills, California 94022 SUBJECT: Proposal for Geotechnical Investigation RE: East Sunset Dr Roadway Improvements Los Altos Hills, California Dear Ms. Hoffmann: Cotton, Shires and Associates, Inc. (CSA) is pleased to provide the Town with this proposal for a geotechnical investigation to improve a. roughly 300 -foot section of East Sunset Drive, in the vicinity of 13210, 13212, and 13254 East Sunset Drive, Los Altos Hills, California. We understand that the improvements will include widening a roughly 200 -foot section of the roadway on the outboard side by roughly 3 feet, and installing a guardrail or delineator along a roughly 100 -foot long section (with possible future widening). Due to the adjacent steep slopes along the outboard edge of the roadway, we anticipate that the widening project will require retaining walls to support the fill placement. We understand that the Town would like CSA to investigate the outboard edge of the subject 300 -foot section roadway and prepare a geotechnical investigation report that provides recommendations to support the roadway widening project. We also understand that the Town would like CSA to conduct a topographic survey the of 300 -foot section of roadway and up to 20 feet beyond the inboard and outboard sides of the roadway. We further understand that the Town would like CSA to perform engineering geologic mapping of the exposed material using the topographic survey as a base map, and to evaluate the condition of the existing shotcrete wall located along the adjacent 13254 East Sunset Drive property. Our .investigation will include a review of available documents and photographs, a topographic survey of the roadway and upslope and downslope areas, engineering geologic mapping and evaluating the shotcrete wall, subsurface investigation, geotechnical analysis, Northern California Office Central California Office Southern California Office 330 Village Lane 6417 Dogtown Road 699 Hampshire Road, Suite 101 Los Gatos, CA 95030-7218 San Andreas, CA 95249-9640 Thousand Oaks, CA 91361-2352 (408) 354-5542 • Fax (408) 354-1852 (209) 736-4252 • Fax (209) 736-1212 (805) 370-8710 www.cottonshires.com Christine Hoffmann Page 2 September 10, 2020 Revised October 14, 2020 P6400 and preparation of a geotechnical investigation report. The CSA registration number with the State Department of Industrial Relations (DIR) is 1000032571.. SCOPE OF WORI< I. Document Review — We will review pertinent aerial and site photographs, published geologic maps, technical documents from our files and provided reports pertinent to site conditions. II. Topographic Survey — We will utilize our total station surveying equipment (and possibly our sUAS [drone]) to develop a topographic base map of the subject section of roadway. Using the collected survey data, we will generate 2 -foot -interval topographic contours to create a topographic survey base map for subsequent mapping. An electronic (AutoCAD) copy of our topographic survey can be provided to the Town for use as a base map in preparing improvement plans. III. Engineering Geologic Mapping and Preparation of Figures — Using the prepared topographic survey as a base map, we will identify and map the type and distribution of surficial materials (fill, colluvium, and bedrock). We will also evaluate the condition of the existing shotcrete wall located along 13254 East Sunset Drive, and we will locate borings and contact USA to locate underground utilities. IV. Subsurface Geotechnical Investigation -- Three to four, 15- to 40 -foot deep, exploratory boreholes will be drilled and logged along the outboard edge of the roadway to evaluate the subsurface conditions including depth to bearingmaterials. - Q $tile cozrlrol will �onsrst.of un manned t=ones anf-._., ig is n poiarily el0'SJ g the roadway Selected samples will be collected to determine geotechnical properties of the underlying materials including pavement subgrade and retaining wall design parameters. CSA will obtain the necessary encroachment permit from the Town. V. Geotechnical Engineering Analyses A. Laboratory_ Testing - Representative samples from the field exploration program will be tested for index, settlement, expansion, active and passive pressure, and strength properties, and to provide a basis for determining wall, pavement and grading recommendations and design criteria. COTTON, SHIRES AND ASSOCIATES, INC. Christine Hoffmann Page 3 September 10, 2020 Revised October 14, 2020 P6400 B. Conclusions and Design Recommendations - We will formulate geotechnical conclusions and design criteria including: engineering geologic hazards; site grading; active and passive pressures; drainage, settlement, and roadway pavement recommendations. Based on our observations of the existing shotcrete wall located along 13254 East Sunset Drive, we will develop conclusion about its condition and the suitability for installing delineators along the roadway at this location, and others. VI. Reporting A. Technical Report - We will prepare a technical report and appropriate illustrations including cross sections to summarize the findings of our investigation. The report will contain recommendations and design criteria to design the roadway improvements. We will provide the Town with an electronic copy (pdf) of the report. SCHEDULE Upon our receipt of a signed agreement, we will schedule our survey crews. We will have the underground utilities located prior to our investigation. At this time, we anticipate that the investigation and reporting will take approximately six to eight weeks to complete from the date of our subsurface investigation. FEE We propose to invoice the Town for our services on a time -and -expenses basis in accordance with our attached Schedule of Charges, minus a 10% Town discount on CSA staff time. We estimate that the following fees for the corresponding tasks will be: Task Estimated Cost I. — Document Review $500 II. — Topographic Survey $4,000 III. — Engineering Geologic Mapping and Preparation of Figures $3,900 COTTON, SHIRES AND ASSOCIATES, INC. Christine Hoffmann Page 4 September 10, 2020 Revised October 14, 2020 P6400 IV. — Subsurface Geotechnical Investigation $4,600 V. — Geotechnical Engineering Analysis $2,700 VI. — Reporting $4,200 We will invoice the Town on a monthly basis for Tasks I through VI for a total amount not -to -exceed $19,900 without prior written approval. ASSUMPTIONS The proposed scope of work is based on the following assumptions: 1) we are provided with all available information regarding buried utilities or improvements prior to the drilling, and we will take every precaution, but COTTON, SHIRES AND ASSOCIATES, INC. assumes no responsibility for damage to unmarked utilities; 2) project services do not include an evaluation of the site for determining the presence or absence of wetlands or hazardous or toxic materials in the soil, bedrock, surface water, groundwater, or air, on, or below or around this site; 3) any delays/standby time due to conditions beyond our control such as security checks, site restrictions, obstructions at boring locations, etc. will be invoiced additionally on a time -and -expenses basis; 4) this investigation does not include a determination of sulfates or the corrosive nature of the Soil, if such a determination is required we can provide one for an additional fee; 5) if the Town requires more extensive traffic control, then the Town shall coordinate and provide traffic control on the day we perform subsurface exploration; 6) the drill spoils will be spread on the adjacent slopes; and 7) backfilled borings in pavement will be capped with 4 inches of asphalt cold patch. AGREEMENT If you agree with the Scope of Work, Schedule, and Fee outlined above, as well as the attached Schedule of Charges, please sign one copy of this proposal and return it to our office. Receipt of the signed proposal will constitute authorization for us to proceed. We look forward to providing you with the professional services discussed above. COTTON, SHIRES AND ASSOCIATES, INC. Christine Hoffmann Page 5 September 10, 2020 Revised October 14, 2020 P6400 We look forward to providing you with the professional services discussed above. If you have any questions, or need additional information, please contact us. Very truly yours, COTTON, SHIRES AND ASSOCIATES, INC. David T. Schrier Principal Geotechnical Engineer GE 2334 Reviewed By: Andrew Mead Principal Engineering Geologist Approved and Authorized By Date DTS:AM:st Attachment: Schedule of. Charges, Limitations and Terms COTTON, SHIRES AND ASSOCIATES, INC. COTTON SHIRES AND ASSOCIATES INC. SCHEDULE OF CHARGES, LIMITATIONS AND TERMS FOR PROFESSIONAL SERVICES (Page 1 of 2) January 2020 Personnel Charges Senior Principal Engineer/ Geophysicist ___________________ $ 310/hr Principal Geologist/Engineer ........ ___ ............ $ 260/hr Supervising Geologist/ Engineer ........................ $215/hr Senior Geologist/ Engineer -----------------------------------$190/hr $210/day Senior GIS Specialist ... ...... ......... ..... _...... --- __ $175/hr Senior Staff Geologist/ Engineer ,_,___ ------ $165/hr Staff Geologist/ Engineer _---- _......................... $150/hr Field /Laboratory Technician $ 125/hr Technical Illustrating ,_________________________________________ $120/hr Clerical/ Accounting __________________________________________ $ 90/hr Equipment and Supply Charges Drone System ._............. __....... $210/day Inclinometer System ,____............ ___ $210/day Piezometer Data Acquisition System -------- --------------- $105/day Total Station Surveying Equipment ____________________ $ 310/day GPS Surveying Equipment .... ___....... _----- ____.... _--- ___ $410/day Nuclear Moisture/Unit Weight Gauge ______________ $155/day Rope Climbing Safety Equipment _.... __---------------- ____ $ 260/day Multi -Channel Seismograph System and ReMi ----------- $ 310/day Vehicle Mileage (or Current IRS Approved Rite) _________ $ .575/mi Aircraft Mileage (or Current GSA Approved Rate)_______ $1.21/nmi Photocopying (B&W -Color) ............. __............. $ .20-,50/copy Engineering (Large Format) Copier ,___... _____..... ___--- __ $ .50/ft2 Computer Assisted Color Plotting .... ____...... _--------- __ $12/sq, ft. Limitations and Terms for Professional Services Expert Witness Consultation Charges Expert witness testimony for court appearances and binding arbitrations shall be charged on a daily basis (minimum one-half day increments) at a rate of $4,120 per day, Deposition testimony shall be charged at a rate of $515 per hour (minimum one hour charge). Preparation time for depositions or court appearances shall be charged on a time -and -expense basis in accordance with the Personnel, Equipment, and Expense charges listed herein. Laboratory_Testing _and Geophvsical Service Charges Laboratory testing and geophysical services shall be charged on a time - and -materials basis in accordance with the Personnel, Equipment, and Expense charges listed herein. Laboratory samples shall be stored for 60 days after the date of final report submittal runless special arrangements are made for longer storage. Expense ChargesIR ceipted Costs Plus 15°, • Travel expenses Including air fare, lodging, vehicle rental, etc. (either actual receipted costs plus 15% for meals or a flat subsistence charge of $72 per diem for overnight stay shall be charged in addition to the lodging cost) • Excavation subcontractors and expendable field supplies • Reproduction of drawings • Film, film development, and photograph printing • Special fees, permits, insurance, etc. • Conference call telephone costs • Special mail service (air, electronic, courier, etc.) • Special equipment rental • Special consultant fees AGREEMENT — This Schedule of Charges, Limitations and Terms for Professional Services as an attachment to a signed Proposal or Client Contract constitutes an "Agreement" between COTTON, SHIRES AND ASSOCIATES, INC. (CSA) and the Client. Client has authorized commencement of the work under this Agreement by signing the "Approved by" section of the Proposal or Contract, The Agreement is hereby incorporated and made part of the Contract between the parties. In consideration of the mutual Agreement set forth herein and Intending to be legally bound., the parties hereto agree as to the following: Invoicing and Payment — Client shall pay CSA compensation as outlined in the Proposal or at the rates determined in the above Schedule of Charges and according to the payment terms below. Invoices may be prepared and submitted by CSA on a monthly basis or when the work is completed, at CSR's option. Payment is due upon receipt and is past due thirty (30) days from date of"invoice. A service charge of 1.5% per month, or the maximum amount allowed by law, will be charged on past due accounts, Payments by Client will thereafter be applied first to accrued interest and then to the principal unpaid balance. Any attorney fees, court costs, or other costs incurred in collection of delinquent accounts shall be paid by the Client, If payment of invoices is not current, CSA may suspend performing further work at no liability to CSA. Relationship between CSA and Client — CSA is retained by the Client to Investigate and to consult with the Client regarding the Project, as defined in the Proposal. Client shall provide CSA in writing with all information relevant to the Project and shall advise CSA of any condition known to Client that may affect CSA's performance under this Agreement. CSA's services are for the benefit of the Client, but Client recognizes that the extent of those services is limited by the time -frame chosen and the funds expended by the Client for the investigation. CSA has no responsibility for the work product of any independent consultants required for the Client's Project, nor for completeness, adequacy, or quality of said independent consultants' work, or specialty work. Information Provided by Client — CSA and the Client shall discuss and agree upon the information needed for rendering of services hereunder. The Client agrees to provide to CSA all such information as agreed to be necessary. With respect to such informatioh, the Client understands and agrees that CSA will rely solely upon the Client, to ensure the accuracy and completeness thereof, as the Client recognizes that it is Impossible for CSA to assure the accuracy, completeness and sufficiency of such information, Ownership of Documents and Proprietary .Information — This proposal and all documents, including, but not limited to, drawings, specifications, computer disks, reports, calculations, and estimates, prepared by CSA in connection with this Agreement ("CSA Confidential Information") are instruments of service and are intended for the sold use of the recipient hereof, and may not, except as otherwise described herein, be disclosed, distributed, or disseminated in any form without the prior written consent of CSA. The CSA Confidential Information is and shall remain the sole property of CSA. Client may distribute documents generated by CSA In connection with CSR's services under this Agreement to third parties, provided that said third party agrees in writing to tie bound by the confidentiality and ownership of documents provisions of this .Agreement. The terms of this Section shall survive the termination of this Agreement, CSA SCHEDULE OF CHARGES, LIMITATIONS AND TERMS FOR PROFESSIONAL SERVICES (Page 2 of 2) Public Liability -- COTTON, SHIRES AND ASSOCIATES, INC, is a California Corporation protected by Worker's Compensation Insurance (and/or Employer's Liability Insurance), and by Public Liability Insurapce for bodily injury and property damage, and will furnish certificates thereof 'upon request. We assume the risk of damage to our own supplies and equipment. If your contract or purchase order places greater responsibilities upon us or requires further insurance coverage, we, if specifically directed by you, will procure additional insurance (if procurable) to protect us at your expense, but we shall not be responsible for property damage from any cause, including fire and explosion, beyond the amounts of coverage of our insurance. Standard of Care and Professional Liabijity -- In performing professional services, CSA shall use that degree of care and skill ordinarily exercised under similar circumstances by members of our profession at the time the services are performed. No other representation or warranty, express or implied, is made or intended in this Agreement, by our proposal for consulting services, by our furnishing oral opinion or written reports, or by our inspection or work: However, should we or any of our professional employees be found to have been negligent in the performance of professional services or to have made and breached any express or implied warranty, you agree that the maximum aggregate amount of your recovery against us and/or said professional employees shall be limited to $50,000 or the amount of the fee paid us for professional services as computed under the SCHEDULE OF CHARGES, whichever amount is greater. Moreover, client agrees to indemnify us against damages in excess of $50,000 or the amount of our fee, whichever amount is greater, arising from suits brought against us by third parties, in connection with our work performed on your project. Notices -- All notices in writing to be given hereunder by either party to the other party shall be served by letter or sent by facsimile. Assignment -- Neither this agreement nor the benefits or obligations tinder this Agreement shall be sold, assigned or transferred by either party to any third parties including subsidiary or affiliated companies without the prior written approval of the other party, with such approval not to be unreasonably withheld by either. In the event the approval is given by either for assigrunent or transfer, such an approval shall not relieve either from any liability and/or responsibility tinder the Agreement. Termination/ Cancellation -- Client and CSA will have the right to terminate this Agreement for their convenience by giving ten (10) days prior written notice. After termination, CSA will be reimbursed for services rendered and necessary expenses incurred to the termination date upon submission to Client of detailed supporting invoices. The obligations of paragraphs 3, 4, and 6 remain in effect after termination. Change in Scope of Work -- If, during the performance of the work under this Agreement, it is determined that the scope of work has expanded or changed such that additional expenditures are required, the client shall be notified and approval from the client shall be received prior to the performance of the additional services. Dispute Resolution -- CSA and Client recognize that disputes arising tinder this Agreement are best resolved at the working level (by the parties directly involved, Both parties are encouraged to be imaginative in designing mechanism and procedures to resolve disputes at this level. Such efforts shall include the referral of any remaining issues in dispute to higher authority within each participating party's organization for resolution. Failing resolution of conflicts at the organizational level, CSA and Client agree that any remaining conflicts arising out of or relating to this Agreement shall be submitted to non-binding mediation unless CSA and Client mutually agree otherwise. If the dispute is not resolved through non-binding mediation, then the parties may take other appropriate action subject to the other terms of this Agreement. Neither party shall hold the other responsible for damages or delay in performance caused by acts of God, strikes, lockoutsy accidents or other events beyond the reasonable control of the other party, its employees or agents. Should litigation or arbitration occur between the parties relating to the provisions of this Agreement, all litigation or arbitration expenses, collection expenses, witness fees, court costs and attorneys' fees reasonably incurred by the prevailing party shall be paid by the non -prevailing party. Governing Law -- The validity, performance, and construction of this Agreement, and the relationship between Client and CSA shall be governed and interpreted in accordance with the substantive laws of California, United States of America, without regard to its choice of law rules. This Agreement shall be construed as to its fair and not strictly for or against either party. Tobsite Safa — Neither the professional activities of CSA, nor the presence of CSA employees and CSA subconsultants at a construction site, shall relieve the contractor and any other entity of their obligations, duties and responsibilities including, but not limited to, construction means, methods, sequence, techniques or procedures necessary for performing, superintending or coordinating all portions of the Work of construction In accordance with the contract documents and any health of safety precautions required by any regulatory agencies. CSA and its personnel have no authority to exercise any control over any construction contractor or other entity or their employees in comlection with their work or any health or safety precautions, The Client agrees that the general contractor and its various subcontractors are solely responsible for jobsite safety, and warrants that this intent shall be made evident where appropriate in the Client's agreements with other contractors. If the Client is a Contractor or Subcontractor on the Project, the Client also agrees that the Client, CSA, and CSA's consultants shall be indemnified and shall be made additional insureds under the client's general liability insurance policy; in other cases, the Client agrees to arrange for this indemnification and additional insureds under the General Contractor's general liability insurance policy. Field Exploration -- Unless otherwise agreed, the client shall furnish right -of -entry on land for planned field operations. The client shall also provide CSA with locations and depths of buried utilities and structures. CSA shall take responsible precautions to minimize damage to land from use of equipment, but our fee does not include cost of restoration of damage resulting from our exploration operations. CSA shall not be liable for damage or injury arising from damage to subterranean structures (pipes, tanks, telephone cables, etc.) which are not called to our attention and correctly shown on plans furnished to us. Miscellaneous — In the event of any litigation or proceeding involving CSA and Client, the prevailing party shall be entitled to recover its reasonable legal fees, expert fees, and normal employee rates and associated costs from the non -prevailing party. Failure by Client to object to any of the terms and conditions contained in this Agreement before the cornmencement of services by CSA will be deemed an acceptance of such terms and conditions. Notwithstanding anything to the contrary in this Agreement, CSA and Client agree that neither party shall be liable for any special, indirect, consequential, lost profits, or punitive damages. It any term, condition, or provision of this Agreement is found unenforceable by a court of law or equity, this Agreement shall be construed as though that term, condition, or provision did not exist, and its unenforceability shall have no effect whatsoever on the rest of this Agreement, =orm W'9 Request for Taxpayer Give form to the ,Rev. October 2007) Identification Number and Certification or requester, Do not Department of the irea.?ury I send to the IRS. Internal Rownue Service Name (as shovm on your income tax return) N mea Business name, if different from above — A o�— — ----- -- v o w — Check appropriate ❑ appropriat ybox: PIndividual/Sole proprietor ❑ Corporation ❑ Partnership Exempt liabilitcan any. Enter the tax classification 0 -disregarded entity,C=corporation, P=partnership) ► _-__-_- ❑ M ❑ Other (see inslruclions) 11 -- payee —� — — 4. Address Address (number, street, and apt. or suite no.) Requester's name and address (optionaD Town of Los Altos Hills w City, state, and ZIP code 26379 Fremont Road -- —J -- --------v-- — Los Altos Hills, CA 94022 —------------- List account number(s) here (optional) ---- • . _Taxpayer Identification Number (TIN) _ Enter your TIN in the appropriate box. The TIN provided must match the name given on Line 1 to avoid Sooial security number 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 Note to get a TIN on page 3. or Note. If the account is in more than one name, see the chart on page 4 for guidelines on whose Employer identification number —� number to enter. I Certification Under penalties of perjury, 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 backup withholding because: (a) I am exempt froth 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 (c) the IRS has notified me that I am no longer subject to backup withholding, and 3. 1 am a U.S. citizen or other U.S. person (defined below). Certification Instructions. You must cross Out item 2 above if you have been notified by the 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, contributions to an individual retirement arrangement (IRA), and generally, payments other than interest and dividends, you are not required to sign the Certification, but you must provide your correct TIN. See the instructions on page 4. Sign Signature of ----- — _ Here i U.S, person ► Date ► (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 (TIN) to report, for example, income paid to you, real estate transactions, mortgage interest you paid, acquisition or abandonment of secured property, cancellation of debt, or contributions you made to an IRA. Use Form W-9 only if you are a U.S. person (including a resident alien), 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 share 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 if 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 a A domestic trust (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 Income from such business. Further, in certain cases where a Form W-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 net income from the partnership conducting a 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. 10231X Form W-9 (Rev. 10-2007)