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HomeMy WebLinkAboutGuiliani & Kull-San Jose, Inc. (3)AGREEMENT THIS AGREEMENT is made and entered into on the day of Jun2023 by and between the TOWN OF LOS ALTOS HILLS (hereinafter referred to as "TOWN") and Guiliani & Kull -San Jose, 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: Topographic Survey for Sanitary Sewer Main Crossing at Adobe Creek Provide topographic survey between two existing manholes (OMH1038 and OMH1039) at the Adobe Creek crossing, south of Moody Road and Old Snakey Road) 2. EXHIBITS. The following attached exhibits are hereby incorporated into and made a part of this Agreement: Proposal from Contractor dated June 16, 2023 3. TERMS. The services and/or materials furnished under this Agreement shall commence June 26, 2023 and shall be completed by July 21, 2023, 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 two thousand dollars and zero cents ($2,000.00) within thirty (30) days following receipt of invoice and completion/delivery of services/goods as detailed in Sections 1, 2, and 3 of this Agreement and only upon satisfactory delivery/completion of goods/services in a manner consistent with professional/industry standards for the area in which CONTRACTOR operates. TOWN is not responsible for paying for any work done by CONTRACTOR or any subcontractor above and beyond the not to exceed amount. b. Town shall not reimburse for any of CONTRACTOR's costs or expenses to deliver any services/goods. Town shall not be responsible for any interest or late charges on any payments from Town to CONTRACTOR. c. CONTRACTOR is responsible for monitoring its own forces/employees/agents/ subcontractors to ensure delivery of goods/services within the terms of this Agreement. TOWN will not accept or compensate CONTRACTOR for incomplete goods/services. Town of Los Altos Hills Page 1 of 4 Short forth Updated 4/26/22 5. GENERAL TERMS AND CONDITIONS. a. HOLD HARMLESS. CONTRACTOR agrees to indemnify, defend and hold harmless the TOWN, its officers, agents and employees from any and all demands, claims or liability of personal injury (including death) and property damage of any nature, caused by or arising out of the performance of CONTRACTOR under this Agreement. Withregard 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 Page 2 of 4 Short font Updated 4/26/22 Town of Los Altos Hills 26379 Fremont Road Los Altos Hills, CA 94022 c. NON-DISCRIMINATION. No discrimination shall be made in the employment of persons under this Agreement because of the race, color, national origin, age, ancestry, religion or sex of such person. d. INTEREST OF CONTRACTOR. It is understood and agreed that this Agreement is not a contract of employment and does not create an employer-employee relationship between the TOWN and CONTRACTOR. At all times CONTRACTOR shall be an independent contractor and CONTRACTOR is not authorized to bind the TOWN to any contracts or other obligations without the express written consent of the TOWN. In executing this Agreement, CONTRACTOR certifies that no one who has or will have any financial interest under this Agreement is an officer or employee of TOWN. e. CHANGES. This Agreement shall not be assigned or transferred without advance written consent of the TOWN. No changes or variations of any kind are authorized without the written consent of the City Manager. This Agreement may only be amended by a written instrument signed by both parties. f. TERMINATION. This Agreement may be terminated by TOWN upon seven (7) days written notice to CONTRACTOR. Monies owed for work satisfactorily completed shall be paid to CONTRACTOR within 14 days of termination. g. RECORDS. All reports, data, maps, models, charts, studies, surveys, calculations, photographs, memoranda, plans, studies, specifications, records, files, or any other documents or materials, in electronic or any other form, that are prepared or obtained pursuant to this Agreement and that relate to the matters covered hereunder shall be the property of the TOWN. CONTRACTOR hereby agrees to deliver those documents to the TOWN at any time upon demand of the TOWN. It is understood and agreed that the documents and other materials, including but not limited to those described above, prepared pursuant to this Agreement are prepared specifically for the TOWN and are not necessarily suitable for any future or other use. Failure by CONTRACTOR to deliver these documents to the TOWN within a reasonable time period or as specified by the TOWN shall be a material breach of this Agreement. TOWN and CONTRACTOR agree that until final approval by TOWN, all data, plans, specifications, reports and other documents are preliminary drafts not kept by the TOWN in the ordinary course of business and will not be disclosed to third parties without prior written consent of both parties. All work products submitted to the TOWN pursuant to this Agreement shall be deemed a "work for hire." Upon submission of any work for hire pursuant to this Agreement, and acceptance by the TOWN as complete, non- exclusive title to copyright of said work for hire shall transfer to the TOWN. The compensation recited in Section 4 shall be deemed to be sufficient consideration Town of Los Altos Hills Page 3 of 4 Short form Updated 4/26/22 for said transfer of copyright. CONTRACTOR retains the right to use any project records, documents and materials for marketing of their professional services, h. CONTRACT ADMINISTRATION. The TOWN hereby designates the Utility Engineering Manager and the City Manager as Contract Administrator for this agreement. The CONTRACTOR shall only take direction regarding the services provided under this Agreement from the Contract Administrator. Furthermore, CONTRACTOR agrees that the Contract Administrator shall be included any meeting, teleconference or written communication between any Town representative including Committee members and the CONTRACTOR. The TOWN may modify the Contract Administrator at any time upon providing written notice to the CONTRACTOR. i. ENTIRE AGREEMENT. This Agreement represents the entire agreement between the Parties. Any ambiguities or disputed terms between this Agreement and any attached Exhibits shall be interpreted according to the language in this Agreement and not the Exhibits. 6. INVOICING. Send all invoices to the contract coordinator at the address below. This Agreement shall become effective upon its approval and execution by TOWN. In witness whereof, the parties have executed this Agreement the day and year first written above. CONTRACT COORDINATOR and representative for TOWN: Daniel Liang Utility Engineering Manager Town of Los Altos Hills 26379 Fremont Road Los Altos Hills, CA 94022 Town of Los Altos Hills Short form Updated 4/26/22 CONTRACTOR: Signature Date Print name, Title dr TOWN OF LOAOS HILLS: By: �4 Peter Pirneiad, ity Manager Date Page 4 of 4 Engineers f'lanne s Surveyors June 16, 2023 Daniel Liang Town of Los Altos Hills 26379 Fremont Road Los Altos Hills, CA 94022 re: Proposal for Surveying Services Partial Topographic Survey of the Sanitary Sewer Main Crossing of Adobe Creek West of 25616 Moody Road, Los Altos Hills, California Dear Daniel; Thank you for the opportunity to offer surveying services for your project in Los Altos Hills. The attached proposal describes in detail the specific surveying task item required for providing a partial topographic survey of the sanitary sewer main crossing of Adobe Creek, just West of 25616 Moody Road, in the Town of Los Altos Hills. If this proposal is acceptable, please sign in the space provided and initial all six sides of the attached Standard Provisions. A returned copy will be our authorization to proceed. We look forward to working with you on this project. Sincerely, Giuliani & Kull -San Jose, Inc. Mark A. Helton, PE, PLS 4880 Stevens Creek Boulevard, Suite 100 - San Jose, California 95129 - (408) 615-4000 EXHIBIT "A" AGREEMENT PROPOSAL FOR SURVEYING SERVICES Partial Topographic Survey of the Sewer Main Crossing of Adobe Creek West of 25616 Moody Road, Los Altos Hills, California CLIENT Daniel Liang Town of Los Altos Hills 26379 Fremont Road Los Altos Hills, CA 94022 CONSULTANT Giuliani & Kull -San Jose, Inc. 4880 Stevens Creek Blvd., Suite 205 San Jose, California 95129 This agreement entered into in San Jose, California hereby binds the Client and the Consultant to the following scope of services and compensation: PROJECT DESCRIPTION The proposed project is the to provide a partial topographic survey of the sanitary sewer main crossing of Adobe Creek, just West of 25616 Moody Road, in the Town of Los Altos Hills. SCOPE OF SERVICES The following scope of services is offered for the completion of the surveying work effort: Task 1 - Partial Topographic Survey of Sewer Main Crossing cz@ 25616 Moody Road Giuliani & Kull -San Jose, Inc. will prepare a partial Topographic Survey of the sanitary sewer main crossing of Adobe Creek located just West of 15616 Moody Road (APN 336-31-001), through APN 182-17-039. We will locate the sewer manhole on the North side of Adobe Creek, (OHM1039), and measure its rim and invert elevations. In addition, we will locate the sewer manhole on the South side of Adobe Creek, Sanitary Sewer Main Crossing of Adobe Creek Page 2 of 3 Pages (OHM1038), and measure its rim and invert elevations. We will also survey in the ground surface, (including any concrete blocks), which is over the sewer main between said sewer manholes. This survey will be prepared in plan view only. This survey will be tied to the Town Benchmark Circuit. In addition, we set two survey control points, typically mag nails and shiners, in Moody Road, and these will be shown upon said survey. Please note that no boundary points or survey monuments will be tied into, or set as a part of this survey work. SERVICES NOT INCLUDED The following services are specifically not included as part of the consultants work effort under this contract: (a) Title services, including obtaining title reports, deeds, etc. (b) Civil Engineering services ( c) Boundary surveying, or setting permanent survey markers The above listing is not intended to be exhaustive and shall not be construed to include any work as offered under this proposal specifically identified in the Scope of Services. COMPLETION OF WORK See Exhibit "B" COST OF SERVICES See Exhibit "C" TERMS The services described herein will be provided in accordance with the attached Standard Provisions of Agreement. The services described herein will be provided in accordance with the attached Standard Provisions of Agreement. Compensation shall be payable monthly as the work is performed. Invoices shall be payable within 30 days of the date of invoice. Sanitary Sewer Main Crossing of Adobe Creek Page 3 of 3 Pages Extra work items or other additional services (beyond those described herein) will be provided in accordance with our standard schedule of hourly rates in effect at the time the work is performed. If this proposal is acceptable, please sign one copy and initial all six sides of the standard provisions attached hereto. A returned copy will be our authorization to proceed. Respectfully Submitted, Accepted, Giuliani & Kull -San Jose, Inc. Town of Los Altos Hills Mark A. Helton, PE, PLS Daniel Liang Date COMPLETION OF WORK This work shall be performed within thirty (30) calendar days of our notice to proceed. EXHIBIT "C" COST OF SERVICES The professional services described in the Scope of Services are offered for the following fees: Task -1 - Partial Topographic Survey of SS Main X-ing of Adobe Creek $2,000.00 TOTAL COST OF SERVICES $2,000.00 The services described herein will be provided in accordance with the attached Standard Provisions of Agreement. Compensation shall be payable monthly as the work is performed. Invoices shall be payable within 30 days of the date of invoice. Qualifications for )Providing Surveyiniz Services to the Town of Los Altos Hills Giuliani & Kull -San Jose, Inc. is a professional services organization with a strong background in civil engineering and land surveying. Our design approach is to have a single person in charge of each project. This ensures that the project is well coordinated and effectively processed. All projects are processed in a timely manner with the appropriate detail and quality to assist in public approvals. Mark Helton, PLS 7078, has been providing his services to the Town of Los Altos Hills for many years. In addition, he currently is the City Surveyor for both the City of Los Altos, Cupertino, Burlingame, Sunnyvale, as well as the City of Saratoga. He has worked with the Town of Los Altos Hills Public Works Department staff for over 30 years. The fine's capabilities span a broad spectrum of both public improvements and private development projects. Our staffs expertise includes the following areas of specializations: Subdivision Mapping (Tract Maps & Parcel Maps) Record of Surveys Legal Descriptions Plats ALTA/ACSM Surveys Topographic Surveys Boundary Surveys Condominium Plans Annexation Documents Lot Line Adjustment Documents Giuliani & Kull -San Jose, Inc. has worked on a variety of projects throughout the Town of Los Altos Hills. In addition, we have worked directly for the Town of Los Altos Hills Public Works Department for their various surveying needs. Giuliani & Kull -San Jose, Inc. has had the opportunity of working on over 100 different projects throughout the Town of Los Altos Hills in the past 30 years, including: rhfsformofagreemantfsdlstrlbutedby Standard Provisions of Agreemen� Cllentlnl als Consul nt12 a CI'OMM�- Between Client and Consultant I �oN» ;Lv uaFcAuOMM `� This form of agreement (Form B) was developed by the Consulting Duro suavnvou av cwuwu+rn Engineers and Land Surveyors of California and is intended primarily for the use of CELSOC members and may not be reproduced'Without the permission of the Consulting Engineers and Land Surv6y6es of Califor- nia. 0 2001, 1998, 1994, 1991, 1989, 1987, 1984, 1982, 1979, 1978, 1975, 1973, 1970,1967. Project No. Client and Consultant agree that the following provi- sions shall be part of this agreement: 1. Client and Consultant agree to cooperate with each other in order to fulfill their responsibilities and obliga- tions under this agreement. Both Client and Consultant shall endeavor to maintain good working relationships among members of the project team. 2. This agreement shall be binding upon the heirs, executors, administrators, successors and assigns of Client and Consultant. 3. This agreement shall not be assigned by either Client or Consultant without the prior written consent of the other. 4. This agreement contains the entire agreement between Client and Consultant relating to the project and the provision of services for the project. Any prior agreements, promises, negotiations or representations not expressly set forth in this agreement are of no force or effect. Subse- quent modifications to this agreement shall be in writing and signed by both Client and Consultant. 5. Consultant's or Client's waiver of any term, condition or covenant shall not constitute the waiver of any other term, condition or covenant. Consultant's or Client's waiver of any breach of this agreement shall not constitute the waiver of any other breach of the agreement. 6. If any term, condition or covenant of this agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions of this agreement shall be valid and binding on Client and Con- sultant. 7. This agreement shall be governed by and construed in accordance with the laws of the State of California. 8. If the scope of services includes Consultant's assis- tance in applying for governmental permits or approvals, Consultant's assistance shall not constitute a represcnta- tion, warranty or guarantee that such permits or approvals will be acted upon favorably by any governmental agency. 9. Upon Consultant's request, Client shall execute and deliver, or cause to be executed and delivered, such additional information, documents or money to pay governmental fees and charges which are necessary for Consultant to perform services pursuant to the terms of this agreement. 10. Client acknowledges all reports, plans, specifications, field data and 'notes and other documents, including all documents on electronic media, prepared by Consultant are instruments of service, and shall remain the property of Consultant and may be used by Consultant without the consent of Client. Upon request and payment of all costs involved, Client is entitled to a copy of all final plans and specifications for use in connebtion with the project for which the plans and specifications have been prepared. Client acknoMedges that its right to utilize final plans and specifications and tht services of Consultant provided pursuant to thit agreement will continue only so long as Client is not in default, pursuant to the terms and conditions of this agreement, and Cliefit has performed all its obliga- tions under this agreem6nt. 11. Client agrees not to use or permit any other person to use plans, specifications, drawings, cost estimates, reports or other documents prepared by Consultant Which plans, specifications, drawings, cost estimates, reports or other documents are not final and which are not signed and stamped or sealed by Consultant. Client shall be fesponsible for any such use of non -final plans, specifications, drawings, cost estimates, reports or other documents not signed and stamped or sealed by Consultant. Client hereby waives any claim for liability against Consultant for such use. Client further agrees that final plans, specifications, drawings, cost estimates, reports or other documents are for the exclusive use of Client and may be used by Client only for the project described as part of this agreement. Such final plans, specifi- cations, drawings, cost estimates, reports or other documents may not be changed pr used on a different project without written authorization or approval by Consultant. If signed check -prints are required to be submitted with a stamp or seal, they shall not be considered final for purposes of this paragraph. 12. In accepting and utilizing any drawings, reports and data on any form of electronic media generated and furnished by Consultant, Client covenants and agrees that all such Form B Pap 1 of 6 electronic files are in;imments of service of Consultant, who %haul be deemed the Author, and Shaul retrain all common law, statutory law and other rights, including copyrights Client avre:cs not to relisc these electronic_ tiles, in whole or in !,tart, for any purpose or project other than the project that is the subject of this agreement. ('hent agrees not to transfer these electronic files to other's without the priorwritten Consent of Constdtunt. Client I'lirtlacl agrees to waive: all claims against Consultant resulting in any way from any unauthorized changes or reuse ol'the- electronic files liar any other project by anyone other thala ('onsultaant. ('tient and Consultant agree than any electronic files Furnished by either party shall conform to the CADD specifications listed in F.xhihit Any changes to the ('/kl M specifications by either Client or Consultant are subject to review and acceptance by the other party. Additional services by Consultant made necessary by changes to tyle ('At)[) or other software specifications Shall he coniperlsateel for as additional services, Electronic files furnished by either party shall be subject to an acceptance period of fifteen (15) days during which the receiving party agrees to perforin appropriate acceptance tests. 'file party furnishing the electronic file shall correct any discrepancies or errors detected and reported within the acceptance period. Atter the acceptance; period the electronic files shall be deemed to be accepted and neither party shall have any obligation to correct errors or maintain electronic files. Client is aware tont differences may exist between the electronic files delivered and the printed hard copy con- struction documents. ht the event of a conflict between tine signed construction doe llments prepared by ('onsultarnt and electronics tiles, the; signed and stamped or scaled hard copy construction documents shall govern. in addition, ('tient agrees, to tile fullest extent permit - fed by toes, to irldenuaify" and hold harmless Consultant, its oflicel's, directors, cnlployees, agents and stikonsultants against all damages, liabilities or costs, including reason able attorneys' fees and defense costs, arising from any ehalloes made nye an\,onc other than ('onsuttant or from any reuse of the electronic files ee ithout the prior written consent of ('onsult;tnt, I ender tit) shall delivery of electronic tilc,e fits use by (`lic'ut he cie•emctI a wale by ('onsullatat. nand Consultant nlaka. no eearrantics, either express or implied, of nwrchantacbilila and titnc�s lbs any particular purpose. in It(' event shad Con=.ultaru he liahlc lite indirect or consequential damages as a result ofClient', use or reuse of the electronic tiles. 13. Consultant makes no representations concerning soils of geological conditions lmless specifically included in writing,; ill this agreement. or by m ndments to this aureement, and shall not he. responsible fur any liability that may arise out ol'the making of or failure to make soils or geological surveys, subsurface soils or geological tests, or gencial soils or geological testing. 1.1. (.'tient acknowledges Consultant has the right to complete all services agreed to he rendered pursuant to this agreement. In the event this agreement is terminated bekwe the completion ofalll services, unless (`or>_sultanl is responsible for such early termination, Client agrees to release Consultant front all liability tear services performed. In the event all or any portion of the services by Consult- ant are suspended, abandoned, or otherwise terminated, Client shall pay (-'onsultant all fees and charges for ser- vices provided prior to termination, not to exceed the, contract limits specified herein, ifauy. Client ocknowl_ edges if the project services are suspended and restarted, there will be additional charges (file to suspension of the services which shall be paid for by Client as extra services pursuant to paragraph 27. Client acknowledges ifproject services are terminated For the convenience" of Client, Consultant is entitled to reasonable termination costs and expenses, to be paid by Client ars extra serviccs pursuant Co paragraph 27. 15. 1I'the scope of services to be provided by Consultant pursuant to the terms of this agreement includes an ALTA survey, Client agrees that Consultant may sign one of the ALTA survey statements attached to this agreement and incorporated herein by reference. iia the event (OnsUltant is required to sign a statement or certificate (which differs front the AI -.I"A survca statements contained in the attach- ment to this agreement. Client hereby agrees to indemnify and hold ('consultant harmless from any and all liability arising: t'rom or resuliing lr om the signing of ally statement Which differs from those stateruents contained in the attachment to this agrevinem 110. If ilio scope ofscrvit:cs to be provided by ('onsultant pursuant any the is imp cat Ow: at recmvnt includes the. preparation otg,radini; plant. but secludes construction statkim-, scrviceti, ('lien[ acknowledges that such stakim serviccs nottnall' include a )ordin.ltint civit ell inert inti services and the prepm;ition of record dracaings hiked upon intirrmallon provide"! by others, and Client will be r"equile+ to t'ct.lill "m 11 S..'1"cl.'eS front imothCr conNultant of Form 6 Page 2 of 6 . . r pay Consultant pursuant to this agreement for such ser- vices as extra services in accordance with paragraph 27. 17. If the scope of services contained in this agreement does not include construction -phase services for this project,'Client acknowledges such construction -phase services will be provided by Client or by others and Client assumes all responsibility for interpretation of the contract documents and for construction observation and supervi- sion and waives any claim against Consultant that may in any way be connected thereto. In addition, Client agrees to indemnify and hold Consultant harmless from any loss, claim, or cost, including reasonable attorneys' fees and costs of defense, arising or resulting from the performance of such services by other persons or entities and from any and all claims arising from the modification, clarification, interpretation, adjustments or changes made to the contract documents to reflect changed field or other conditions, except for claims arising from the sole negligence or willful misconduct of Consultant. 18. Consultant shall be entitled to immediately, and without notice, suspend the performance of any and all of its obligations pursuant to this agreement if Client files a voluntary petition §eeking relief under the United States Bankruptcy Code or if there is an involuntary bankruptcy petition filed against Client in the United States Bank- ruptcy Court, and -that petition is not dismissed within fifteen (15) days of its filing. Any suspension of services made pursuant to the provisions of this paragraph shall continue until such time as this agreement has been fully and properly assumed in accordance with the applicable provisions of the United.States Bankruptcy Code and in compliance with the final order or judgment issued by the Bankruptcy Court. If the suspension of performance of Consultant's obligation pursuant to this agreement contin- ues for a period in excess of ninety (90) days, Consultant shall have the right to terminate all services pursuant to this agreement. 19. This agreement shall not be construed to alter, affect or waive any design professional's lien, mechanic's lien or stop notice right which Consultant may have for the performance of services pursuant to this agreement. Client agrees to provide to Consultant the present name and address of the record owner of the property upon which the project is to be Iodated. Client also agrees to provide Consultant with the name and address of any and all lenders who may loan money on the project and who are entitled to receive a preliminary notice. 20. If payment for Consultant's services is to be made on behalf of Client by a third -party lender, Client agrees that Cie _t lalats camulta t OR s Consultant shall not be required to indemnify the third -party lender; in the form of an endorsement or otherwise, as a condition to receiving payment for ser- vices. 21. Consultant shall not be required to execute any docu- ments subsequent to the signing of this agreement that in any way inight, in the judgment of Consultant, increase Consultant's contractual or legal obligations or risks, or the availability or costs of his or her -professional or general liability insurance. 22. All fees and other chprges due Consultant will be billed monthly and shall be due at the time of billing unless specified otherwise in this agreement. If Client fails to pay Consultant within thirty (30) days after invoices are rendered, Consultant shall have the right in its sole discre- tion to consider such default,in payment a material breach of this entire agreeme t, and, upon written notice, Consultant's duties, obligations acid responsibilities under this agreement May be suspended or terminated. in such event, Client shall promptly pay Consultant for all out- standing fees and chaiges due Consuitant at the time of suspension or termination. If Consultant elects to suspend or terminate Consultant's services put ant to this provi- sion, Consuitant is entittea to reasonable suspension or termination cots or expenses. 23. Client agrees that all Billings from Consultant to Client are correct and binding on Client unless Client, within ten (10) days from the date of receipt of such billing, notifies Consultant in writing of alleged inaccuracies, discrepan- cies, or errors in billing. 24. Client agrees to pay a monthly late payment charge, which will be the lesser of one and one-half percent (1-1/ 2%) per month or amonthly charge not to exceed the maximum legal rate, which will be applied to any unpaid balance commencing thirty (30) days after the date of the billing. 25. If Consultant, pursuant to this agreement, produces plans, specifications, or other documents and/or performs field services, and such plans, specifications, or other documents and/or field services are required by any governmental agency, and such governmental agency changes its ordinances, codes, policies, procedures or requirements after the date of this agreement, any addi- tional office or field services thereby required shall be paid for by Client as extra services in accordance with para- graph 27. 26. In the event Consultant's fee sche4ule changes due to any increase of costs such as the granting of wage in- creases and/or other employee benefits to field or office Form 8 Page 3 of 6 cunployee,, due ua the' terms of any labor agreement, or increase in the cost of living, during lite lifetime of this agreement, a percentage increase shrill be applied to all remaining fee,, and charities to reflect the increased costs. 27. Client agtwv, that if'C'lietit requests services not specified it, the scope of services described it) this agree meal, Client will May for all such a.tlditional services as extra services, in accordance with Consultant's billiny rates utilized for Phis agrecaatent. 28, in the event that any staking or record monuments lire destroyed, damaged or disturbed by an act ol'Ciod or parties other than Consultant, the cost of restaking strait he paid for by Client as extra service; in accordance with paragraph 27. 29, Client ackn owlcdges that Tile design services per- formed pursuant to this agreement are based upon field and other conditions existing at the time these services were perforated. Client further acknowledges that field and other conditions may change by the time project construe. tion occurs and clarification, adjustments, modifications and other changes may be necessary to reflect changed field or other conditions. -smell clarifications, adjustments, modifications and outer changes shall be paid fbr by C'lient as extra services in accordance with paragraph 27. 30. Client shall pay the costs of all checking and inspec- tion fees, zor ing and annexation application fees, assess- ment fees, soils or geotechnical engineering fees, soils or geotechnical testing fines, aerial topography fees, air(] all other fees, permits, bond premiums, applicable taxes (alt professional services, Lith; company charges, blueprints and reproductions, and all other- similar charges not specifically covered by the: terms of this agreement. 31. Client acknowledges and agrees that it Consultant prov'idcS -surveying services, which s;ervtccs require the, flhnt!, of a Record of Survey ill accordance "villa Business and Profes(dons Code section 8702, or- a Corner Record pursuant til Business and Professions Code suction 87`7;, all ol'the cost., of,preparatiora, examination and fililli. fi,r the Record of Surve) ur Calmer Kecoid will he paid by C limit iic'xn;1 scrvi(es in accordancr with p,rraltrapft �7 32. Cmu,ulctnt is not responsible far (tela\ c;uis(:(i 11% activitie>; or tailors be)ond Cull"'uitant s rears(atnhlc c'oirtwl. 111cludiliv, but not lirlmeet I'), (Iola" s by re3i(ln (11 ,,bike., lockout, work stclwdOk%it or stuppa��!e;_ _u:cidenl". acts of Ciucl. failure of Client to furmi;h timVI\ int'onnation or aphrnci• or dicapprovc of Consulirutl's vi'ry i(:e=. ur insttnntcnt, ol,e'rvice prunlptl), t tultN pertorn�anccr by t Tient of nthur crnatrau101 or eovernnlcntat %%'hcn',(felt delays he)ond C'onstthiutt's reasonable control occur, Client agrees Consultant shall not be responsible for• damages nor shall Consultant be deerrred to be in detiault of this agreement. further, when such delays occur, Client tli;rees that, to the extent such delays cause Consultant t(1 perfilrnt extra services, such services shall be paid for b) Client as extra services in accordance with paragraph 27. 33. Consultant shall not be liable for darnag;es resultini! from the actions or inactions of governmental ageticie's including, but not limited to, permit poccssing, environ- mental impact reports, dedications, general plaits and arniendments thereto, zoning matters, annexations or con olidations, use or conditional use permits, pro 'jeca or plan approvals, and building permits. Client agrees that it is the responsibility ol'Client to maintain in good stranding all governmental approvals or permits and to timely a .aply for any necessary extensions thereof. 34. If tile scope of'services requires Consultant to estimate quantities, such estimates are made oil the basis of Consultant's experience and qualifications and represent C'onsultant's best judgmaeru as a professional generally familiar with the industry. I lowever, such estimates are only estimates and shall not constitute representations, warranties or guarantees of the quantities of the subject of the estimate. ll'the seope of services requires Consultant to provide its opinion of probable- construction costs, such opinion is to be iraade on tete basis of Consultant's experi- ence and qualifications and represents Consultant's best judgment as to the probable construction costs. Ilowever, since C'onsulttant has no control over costs or the price of labor, equipment or materials, or over the contractor's method of firicing, such opinions of probable construction Costs do not constitute representtatioils, walImities or g1l" aultees ol'the accuracy of such opiniotas, a -s compared to bid or actual costs. 35. Fstinrates of land areas pn vided under this agreement are tat intended to he, nor should they be (7011sidered in be. precise. "flu: estimate will be lierfonned pursuant to gcneralty accepted standards of professional practic(' in effect at ill(' time of perfilrnaancc 30, (Tient acktit) wledi�ew than Consultant IN nut ruspons.lt+lr l0i the pertOrmmnce ofwork hY third parties includim , blit wit limitc'(I hl, 11h, C ollsilu('UU11 ('�.tiltrAI'll and 1t- .uh, "ll tra(:ulr. 37. Consultant makes no war nay. either express M implied, as Io its fndings, recommendatiluas. plan;, specifiiati(>nti, or professional ad'.ice' e';ccpt 111a1 thr "erviru: were pc•1lnr11ml pursuant to o_encwa1111 a(cuptu(l Form t3 Page 4 of 6 standards of professional practice in effect at the time of performance. 38. In the event (l) Client agrees to, authorizes, or permits changes in the plans, specifications or documents prepared by Consultant, which changes are not consented to in writing by Consultant, or (2) Client agrees to, authorizes or permits construction of unauthorized changes in the plans, specifications or documents prepared by Consultant, which changes are not consented to in writing by Consultant, or (3) Client does not follow recommendations prepared by Consultant pursuant to this agreement, which changed recommendations are not consented to in writing by Consultant: Client acknowledges that the unauthorized changes and their effects are not the responsibility of Consultant and Client agrees to release Consultant from all liability arising from the use of such changes, and further agrees to defend, indemnify and hold harmless Consultant, its officers, directors, agents, employees and subconsultants from and against all claims, demands, damages or costs, including attorneys' fees, arising from the unauthorized changes. 39. Client agrees that in accordance with generally ac- cepted construction practices, the construction contractor and construction subcontractors will be required to assume sole and complete responsibility for job site conditions during the course of construction of the project, including safety of all persons and property, and that this require- ment shall apply continuously and not be limited to normal working hours. Neither the professional activities of Consultant nor the presence of Consultant or his or her employees or subconsultants at a construction site shall relieve the contractor and its subcontractors of their obligations, duties and responsibilities including, but not limited to, construction means, methods, sequence, tech- niques or procedures necessary for performing, superin- tending or coordinating all portions of the work of con- struction in accordance with the contract documents and applicable health or safety requirements of any regulatory agency or of state law. 40. Client agrees to require its contractor and subcontrac- tors to review the plans, specifications and documents prepared by Consultant prior to the commencement of construction -phase work. if the contractor and/or subcon- tractors determine there are deficiencies, conflicts, errors, omissions, code violations, improper uses of materials, or other deficiencies in the plans, specifications and docu- ments prepared by Consultant, contractors and subcontrac- tors shall notify Client so those deficiencies may be "41 Cow Infuets consuuant tnplal corrected by Consultant prior to the commencement of construction -phase work. 41. If during the construction phase of the project Client discovers or becomes aware of changed field or other conditions which necessitate clarifications, modifications or other changes to the plans, specifications, estimates or other documents prepared by Consultant, Client agrees to notify Consultant and retain Consultant to prepare the necessary changes or modifications before construction activities proceed. Further, Client agrees to require a provision in its construction contracts for the project which requires the contractor to promptly notify Client of any changed field or other conditions so that Client may in turn notify Consultant pursuant to the provisions of this para- graph. Any extra work performed by Consultant pursuant to this paragraph shall be paid for as extra services pursu- ant to paragraph 27. 42. Client agrees to purchase and maintain, or cause Contractor to purchase and maintain, during the course of construction, builder's risk "all risk" insurance which will name Consultant as an additional named insured as its interest may appear. 43. Client acknowledges that Consultant's scope of services for this project does not include any services related in any way to asbestos and/or hazardous or toxic materials. Should Consultant or any other party encounter such materials on the job site, or should it in any other way become known that such materials are present or may be present on the job site or any adjacent or nearby areas which may affect Consultant's services, Consultant may, at its option, suspend or terminate work on the project until such time as Client retains a qualified contractor to abate and/or remove the asbestos and/or hazardous or toxic materials and warrant that the job site is free from any hazard which may result from the existence of such materials. 44. Client hereby agrees to bring no cause of action on any basis whatsoever against Consultant, its officers and directors, principals, employees, agents and subconsultants if such claim or cause of action in any way would involve Consultant's services for the investigation, detection, abatement, replacement, use or specification, or removal of products, materials or processes containing asbestos, asbestos cement pipe, and/or any hazardous or toxic materials. Client further agrees to defend, indemnify and hold harmless Consultant, its officers, directors, principals, employees and subconsultants from any asbestos and/or hazardous or toxic material related claims that may be brought by third parties as a result of the services provided Form B Page 5 of a by Con.,ullant pursuant to the, agreement, e\ccpl claims caused by the solc or tivillful miSCondnct of Consultant. 45. In the event of'any litigation arising from or related to Elie services provided under this of;reenaetit, the prevailing party will he entitled to recovery of all reasonable coasts incurred, includiraf. staff time., court costs, attorneys' fees. experts' (ccs and other related expenses. 46, Cliont agrees that in the event Consnharit institutes litigation eta cai(owe or interpret the provisions of this agreeniciit, such litigation is eta be brought and a djualicated ill the appropriate court in the county ill which ('onsultarat's place of, business is located, and Client Wakes the Iiglat to brie'. try or remove: such litigation to any other coulity of judicial district. 47. (a) I•:xcc:pt as provided in subdivisions (b) and (c). in an cl`fort to r;solve any conflict; that arise during, the design or construction off the proicct or following, comple- tion of the proiect, Client and Consultant agree that all disputes between diem arising out of* of* relating to this al;reement shall he submitted to nonbinding niediation, unless the; parties aiatatually agree otherwise. Client and Consultant further agree to include a similar mediation provision ill all agreements with independent contractors and consultants retained for the pro,iect acid tee require all independent contractors and consultants also to include a similar mediation provision in all agreemctits with subconUactois, suhconsuhants, suppliers or fabrica- tor so retained, thercbv providing for mediation as the primary method Im dispute resolution between (lie parties to those: agreemouts_ (h) Subdivision (a) shall not preclude or limit Consultant's right to file an action for collection of fees it the anaollm in dispute is ee ithin the Jurisdiction of the small claims court. (c) Subdivision (a) shrill not preclude or limit Consultant's right to record, perfect or e;ntbrce applicable mechanic's lien or slop notice remedies. 48. In file event tile parties to this greeanernf are unable to reach a settlement of any dispute aansing out of this Agrere,- olent or related to file services under this Agreement, then such disputes may, oaiih the consent ul'both parties, Jae settled by hinding arbitration in accordance v01i ilier COIlSiruetion inc ustry Arbitration Rulers ofthe American Arbitration Association or Stich other arbitration rules aas the; parties may choose.. In any such arbitration, tile' laws of tile. State: of Califoa•nia shall apply. 49. (Tient agrecs to limit the; linhility ofTonsultant, its principals, employees and subconsultamts, to C"tient and to all contractors and subcontractors oil the project, for any, claim or action arising ill tort_ contract, or strict liability, it, the sutai of 550,000 or Consultant's fec, Whichever is greatcr. Client and Consultant acknowledge that this provision was expressly negotiated and agreed upon. Sf,7a uo below is provided i'vr additional lirovisious as agwed upon by heater tho client and consultant Form H Page 6 of 6