Loading...
HomeMy WebLinkAboutRinne & Peterson, Inc.AGREEMENT THIS AGREEMENT is made and entered into on the 17 day of July, 2020 by and between the TOWN OF LOS ALTOS HILLS (hereinafter referred to as "TOWN") and Rinne & Peterson, 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: Review the structural design of the foundation and issue a report for a tractor port at the Purissima Road Corporation Yard. 2. EXHIBITS. The following attached exhibits are hereby incorporated into and made a part of this Agreement: Proposal from CONTRACTOR dated July 14, 2020 3. TERMS. The services and/or materials furnished under this Agreement shall commence July 17, 2020 and shall be completed by July 17, 2021, 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 five thousand one hundred dollars and zero cents ($5,100.00) 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 4/23/10 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 Iia sl�loferso al in ur Incl ding death) and property damage of any but on t nt actual y l i d (e ne i t nature b —1�yd,-fti',�niapntmance of CONTRACTOR under this NVVbGI IJ I11 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 bathe nelient performance of CONTRACTOR under this Agreement. C • `► CONTRACT has no o g ion to ay for any of the indemnitees' defense related cost prior to a final etermination of liability or to pay any amount that exceeds CONTRACTOR'S finally determined percentage of liability based upon the comparative fault of the CONTRACTOR. 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. 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 ' shall name "The Town of Los Altos Hills, its elective and appointed o . rs, employees, and volunteers" as additional insureds. except for Professional Liability Insurance �t 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: Carl Gcfh; ] Gl'�j Town of Los Altos Hills 26379 Fremont Road Los Altos Hills, CA 94022 CONTRACTOR: By;8/7/2020 gi=g n a�t�u re Date Jim Lentfer, SE 2968, President, Rinne & Peterson, Inc. Print name, Title TOWN OF LOS ALTOS HILLS: By: L� Carl Ca I , City Manager Date Town of Los Altos Hills Page 4 of 4 Short form Updated 4/23/10 Rinne & Peterson, Inc. July 14, 2020 Carl Cahill, City Manager Town of Los Altos Hills 23679 Fremont Road Los Altos Hills, CA 94022 Subject: Tractor Port Foundation Study Dear Carl: 1121 San Antonio Road RPSE is pleased to submit the attached proposal to provide specific structural engineering services to the Town of Los Altos Hills. This proposal is based on Suite C200 information that you have provided. We appreciate the opportunity to assist you with this project, as we have successfully Palo Alto, CA g43o3 collaborated in the past. 650 428-2860 We believe that the Cotton, Shires and Associates geotechnical report should be updated by the authors to include the Tractor Port project. We trust this meets your FAX 650 428-2861 approval. Please do not hesitate to contact our office with any questions or comments. RPSE looks forward to working with you in this endeavor. www.rpse.com If this proposal is acceptable to you, please sign the authorization space at the end of Exhibit A and return one copy of the proposal for our record. Very truly yours, RINNE & PETERSON, Inc. Jim Lentfer, SE 2968, LEED AP BD+C Principal RPSE 20138 Exhibit A Exhibit B STRUCTURAL ENGINEERS Town of Los Altos Hills — Tractor Port Foundation Study ■ ■ RPSE 20138 tt i_`■ July 14, 2020 ; Page 2 of 4 EXHIBIT A PROJECT DESCRIPTION The Town has installed a foundation to support a pre-engineered manufactured metal building at the Purissima Road Corporation Yard. This project is to review the design of the foundation only, and issue a report. SCOPE OF STUDY SERVICES A. Make a site visit to observe the existing conditions. B. Review the supplied information. C. Prepares structural calculations for the reinforced concrete foundation elements. D. Provide a written report indicating compliance or deficiencies in the foundation element design. E. If compliant, provide foundation structural engineering drawing and calculations stamped and signed for the Tractor Port. F. If deficient, provide suggestions for structural improvements necessary to meet design requirements. QUALIFICATIONS A. Geotechnical engineering are provided by others, and the report will updated for the current project. B. Design of superstructure elements, by others, are not reviewed or studied as part of this effort. C. Foundation design forces are reliant on the superstructure forces provided by others. REFERENCE DOCUMENTS This proposal is based on the following reference documents: • Nucor Building Systems drawings for Project Number U20SO243A • Tractor Port Footing Details. • Cotton, Shires and Associates, Inc. geotechnical report E5440 dated October 12, 2010. • Email from Jacob Asfour dated July 13, 2020. • Four unlabeled photographs. EXCLUSIONS Services other than basic services as previously described are expressly not part of this proposal. Rinne & Peterson, Inc. We propose to provide the stated structural engineering services on fixed fee bases as follows: Study phase: $3,000 If applicable and if desired - Provide foundation drawings and calculations, signed and stamped: $1,400 If desired — Provide design of foundation improvements: To be determined. To assure a clear understanding of all matters related to our mutual responsibilities, the attached Exhibit B Terms and Conditions are made a part of this agreement. We have found these terms to be appropriate for use with agreements for the provision of engineering services, and accordingly, should any conflict exist between the attached terms and the form of any purchase order or confirmation issued, the terms of this proposal and the attached Exhibit B Terms and Conditions shall prevail in the absence of our express written agreement. Reimbursable expenses such as printing, plotting, reproduction of calculations, courier services, and telephone expenses, if any, are included in the above fee. INFORMATION TO BE FURNISHED BY OTHERS A. Written geotechnical report including foundation design recommendations. B. Description of site conditions, including topographic, boundary and utility surveys, accurate drawings of existing structures, et cetera. C. Special live loads in excess of building code requirements. D. Special environmental conditions and loads. E. Owner's special requirements that are different or more stringent than building code requirements. Proposed by: Proposal accepted by: Signature Date signed Jiro Lentfer, SE 2968, Principal For Rinne & Peterson, Inc. Rinne & Peterson, Inc. Signature Date signed Printed name, Title For Town of Los Altos Hills — Tractor Port Foundation Study ■ NE RPSE 20138 July 14, 2020` T■ Page 3 of 4 COMPENSATION We propose to provide the stated structural engineering services on fixed fee bases as follows: Study phase: $3,000 If applicable and if desired - Provide foundation drawings and calculations, signed and stamped: $1,400 If desired — Provide design of foundation improvements: To be determined. To assure a clear understanding of all matters related to our mutual responsibilities, the attached Exhibit B Terms and Conditions are made a part of this agreement. We have found these terms to be appropriate for use with agreements for the provision of engineering services, and accordingly, should any conflict exist between the attached terms and the form of any purchase order or confirmation issued, the terms of this proposal and the attached Exhibit B Terms and Conditions shall prevail in the absence of our express written agreement. Reimbursable expenses such as printing, plotting, reproduction of calculations, courier services, and telephone expenses, if any, are included in the above fee. INFORMATION TO BE FURNISHED BY OTHERS A. Written geotechnical report including foundation design recommendations. B. Description of site conditions, including topographic, boundary and utility surveys, accurate drawings of existing structures, et cetera. C. Special live loads in excess of building code requirements. D. Special environmental conditions and loads. E. Owner's special requirements that are different or more stringent than building code requirements. Proposed by: Proposal accepted by: Signature Date signed Jiro Lentfer, SE 2968, Principal For Rinne & Peterson, Inc. Rinne & Peterson, Inc. Signature Date signed Printed name, Title For Town of Los Altos Hills — Tractor Port Foundation Study RPSE 20138 July 14, 2020 Page 4 of 4 EXHIBIT B - TERMS AND CONDITIONS OF THE AGREEMENT FEE - Fees for Basic Services, Additional Services and Compensation for Reimbursable Expenses are set forth in the PROPOSAL. BILLINGS/PAYMENT - Invoices will be submitted monthly for services and reimbursable expenses and are due when rendered. Invoice shall be considered PAST DUE if not paid within 30 days after the invoice date and RPSE may, without waiving any claim or right against CLIENT, and without liability whatsoever to CLIENT, terminate the performance of the services. Retainers shall be credited on the final invoice. SITE ACCESS - Unless otherwise stated, Client will make all arrangements so that RPSE will have access to any site for activities necessary for the performance of the services. RPSE, will take precautions to minimize damage due to these activities, but has not included in the fee the cost of restoration of any resulting damage. HIDDEN CONDITIONS - A structural condition is hidden if concealed by existing finishes or if it cannot be investigated by reasonable visual observation. If RPSE have reason to believe that such a condition may exist, RPSE will notify CLIENT who shall authorize and pay for all costs associated with the investigation of such a condition and, if necessary, all costs necessary to correct said condition. If (1) CLIENT fails to authorize such investigation or correction after the notification, or (2) RPSE have no reason to believe that such a condition exists, CLIENT is responsible for all risks associated with this condition, and RPSE shall not be responsible for the existing condition nor any resulting damages to person or property. RPSE shall have no responsibility for the discovery, presence, handling, removal, disposal, or exposure of persons to hazardous materials of any form. INDEMNIFICATIONS - CLIENT and RPSE mutually agree to the fullest extent permitted by law, to indemnify and hold each other harmless, but not to defend, from any and all damages, liability or costs, including reasonable attorney's fees and costs of defense, arising out of their own negligent acts, errors or omissions in the performance under this AGREEMENT, to the extent that each party is responsible for such damages, liabilities and costs on a comparative basis of fault. RISK ALLOCATION - In recognition of the relative risks, rewards and benefits of the project to both CLIENT and RPSE, the risks have been allocated so that CLIENT agrees that, to the fullest extent permitted by law, the liability of RPSE, its employees, agents and subconsultants to CLIENT, for any all injuries, claims, losses, expenses, damages or claim expenses arising out of this AGREEMENT, from any cause or causes, shall not exceed the total amount of $50,000 or RPSE's fee (whichever is greater). Such causes include, but are not limited to, RPSE's negligence, error, omissions, strict liability, or breach of contract. Rinne & Peterson, Inc. TERMINATION OF SERVICES - This AGREEMENT may be terminated upon ten days written notice by either party should the other fail to perform his obligation hereunder. In the event of termination, CLIENT shall pay RPSE for all services rendered to the date of termination, all reimbursable expenses, and reasonable termination expenses. REUSE OF DOCUMENTS - All documents including calculations, drawings, specifications, and all documents on electronic media prepared by RPSE pursuant to this AGREEMENT are instruments of professional service intended for the one-time use in construction of this project. Any reuse without written approval or adaptation by RPSE is prohibited. CADD/ELECTRONIC FILE TRANSFER TO CONTRACTORS - CLIENT may request electronic CADD files for CLIENT's convenience and use in the preparation of shop drawings related to this project, subject to the following terms and conditions: (1) A service fee of $200 minimum for up to 5 sheets phis $15 for each additional sheet shall be remitted to RPSE prior to delivery of the electronic files. (2) Because information presented on the electronic files can be modified, unintentionally or otherwise, RPSE reserve the right to remove all indicia of ownership and/or involvement from each electronic display. (3) Electronic files are not construction documents. Differences may exist between the files and the corresponding hard -copy construction documents. (4) Under no circumstances shall delivery of the electronic files deemed a sale by RPSE, and RPSE makes no warranties, either express or implied, of merchantability and fitness for any particular purpose. (5) In no event shall RPSE be liable for any loss of profit or any consequential damages of the use or reuse of these electronic files. DISPUTE RESOLUTION - In an effort to resolve any conflicts that arises during the design and construction of the project or following the completion of the project, CLIENT and RPSE agree that all disputes between them arising out of or relating to this AGREEMENT or the project shall be submitted to nonbinding mediation unless the parties mutually agree otherwise. CLIENT and RPSE further agree to include a similar mediation provision in all agreements with independent contractors and consultants retained for the project and to require all independent contractors and consultants also to include a similar mediation provisions in all agreements with their subcontractors, subconsultants, suppliers and fabricators, thereby providing for mediation as the primary method for dispute resolution between parties and to all those agreements. GOVERNING LAW AND SEVERABILITY - The law of the State of California will govern this AGREEMENT. The principal provision of this AGREEMENT is to limit liability to mutual benefit of CLIENT and RPSE. If any of the provisions contained in the AGREEMENT are held illegal, invalid, or unenforceable, the enforceability of the remaining provisions will not be impaired, and the liability limit shall stand regardless of the legal theory(ies) asserted.