Tri-State Land/Washington Median 05PROFESSIONAL SERVICES AGREEMENT
THIS AGREEMENT FOR CONTRACT SERVICES (the "Agreement") is made and entered into
by and between the CITY OF LA QUINTA, ("City"), a California municipal corporation, and Tri-State
Land Surveyors and Civil Engineers ("Consultant"). The parties hereto agree as follows:
1.0 SERVICES OF CONSULTANT
1.1 Scope of Services. In compliance with all terms and conditions of this Agreement,
Consultant shall provide those services related to Washington Street Median Improvements ( From
Avenue 48 to Avenue 50 ) Project No. 2003-09 as specified in the "Scope of Services" attached
hereto as Exhibit "A" and incorporated herein by this reference (the "services" or "work").
Consultant warrants that all services will be performed in a competent, professional and
satisfactory manner in accordance with the standards prevalent in the industry for such services.
1.2 Compliance with Law. All services rendered hereunder shall be provided in accordance
with all ordinances, resolutions, statutes, rules, regulations and laws of the City of La Quinta and
any Federal, State or local governmental agency of competent jurisdiction.
1.3 Licenses, Permits, Fees and Assessments. Except as otherwise specified herein,
Consultant shall obtain at its sole cost and expense such licenses, permits and approvals as may be
required by law for the performance of the services required by this Agreement. Consultant shall
have the sole obligation to pay for any fees, assessments and taxes, plus applicable penalties and
interest, which may be imposed by law and arise from or are necessary for the performance of the
services required by this Agreement.
1.4 Familiarity with Work. By executing this Agreement, Consultant warrants that (a) it
has thoroughly investigated and considered the work to be performed, (b) it has investigated the
site of the work and fully acquainted itself with the conditions there existing, (c) it has carefully
considered how the work should be performed, and (d) it fully understands the facilities, difficulties
and restrictions attending performance of the work under this Agreement. Should Consultant
discover any latent or unknown conditions materially differing from those inherent in the work or as
represented by City, Consultant shall immediately inform City of such fact and shall not proceed
except at Consultant's risk until written instructions are received from the Contract Officer (as
defined in Section 4.2 hereof).
1.5 Care of Work. Consultant shall adopt reasonable methods during the life of the
Agreement to furnish continuous protection to the work performed by Consultant, and the
equipment, materials, papers and other components thereof to prevent losses or damages, and
shall be responsible for all such damages, to persons or property, until acceptance of the work by
City, except such losses or damages as may be caused by City's own negligence. The
performance of services by Consultant shall not relieve Consultant from any obligation to correct
any incomplete, inaccurate or defective work at no further cost to City, when such inaccuracies
are due to the negligence of Consultant.
1.6 Additional Services. In accordance with the terms and conditions of this Agreement,
Consultant shall perform services in addition to those specified in the Scope of Services when
directed to do so by the Contract Officer, provided that Consultant shall not be required to perform
any additional services without compensation. Any addition in compensation not exceeding five
percent (5%) of the Contract Sum may be approved by the Contract Officer. Any greater increase
must be approved by the City Council.
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1.7 Special Requirements. Additional terms and conditions of this Agreement, if any,
which are made a part hereof are set forth in Exhibit "D" (the "Special Requirements"). In the
event of a conflict between the provisions of the Special Requirements and any other provisions of
this Agreement, the provisions of the Special Requirements shall govern.
2.0 COMPENSATION
2.1 Contract Sum. For the services rendered pursuant to this Agreement, Consultant shall
be compensated on a time and material basis in accordance with Exhibit "B" (the "Schedule of
Compensation") in a total amount not to exceed Thirty Seven Thousand, Five Hundred and Thirty
Dollars and Zero Cents ($37,530.00) (the "Contract Sum"), except as provided in Section 1.6.
The method of compensation set forth in the Schedule of Compensation may include a lump sum
payment upon completion, payment in accordance with the percentage of completion of the
services, payment for time and materials based upon Consultant's rate schedule, but not exceeding
the Contract Sum, or such other methods as may be specified in the Schedule of Compensation.
Compensation may include reimbursement for actual and necessary expenditures for reproduction
costs, transportation expense, telephone expense, and similar costs and expenses when and if
specified in the Schedule of Compensation.
2.2 Method of Payment. Any month in which Consultant wishes to receive payment,
Consultant shall submit to City no later than the tenth (10th) working day of such month, in the
form approved by City's Finance Director, an invoice for services rendered prior to the date of the
invoice. Such invoice shall (1) describe in detail the services provided, including time and
materials, and (2) specify each staff member who has provided services and the number of hours
assigned to each such staff member. Such invoice shall contain a certification by a principal
member of Consultant specifying that the payment requested is for work performed in accordance
with the terms of this Agreement. City will pay Consultant for all expenses stated thereon which
are approved by City pursuant to this Agreement no later than the last working day of the month.
3.0 PERFORMANCE SCHEDULE
3.1 Time of Essence. Time is of the essence in the performance of this Agreement.
3.2 Schedule of Performance. All services rendered pursuant to this Agreement shall be
performed diligently and within the time period established in Exhibit "C" Ithe "Schedule of
Performance"). Extensions to the time period specified in the Schedule of Performance may be
approved in writing by the Contract Officer.
3.3 Force Majeure. The time period specified in the Schedule of Performance for
performance of the services rendered pursuant to this Agreement shall be extended because of any
delays due to unforeseeable causes beyond the control and without the fault or negligence of
Consultant, including, but not restricted to, acts of God or of the public enemy, fires, earthquakes,
floods, epidemic, quarantine restrictions, riots, strikes, freight embargoes, acts of any
governmental agency other than City, and unusually severe weather, if Consultant shall within ten
(10) days of the commencement of such delay notify the Contract Officer in writing of the causes
of the delay. The Contract Officer shall ascertain the facts and the extent of delay, and extend the
time for performing the services for the period of the forced delay when and if in his or her
judgment such delay is justified, and the Contract Officer's determination shall be final and
conclusive upon the parties to this Agreement.
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3.4 Term. Unless earlier terminated in accordance with Sections 7.7 or 7.8 of this
Agreement, this Agreement shall continue in full force and effect until completion of the services,
except as otherwise provided in the Schedule of Performance.
4.0 COORDINATION OF WORK
4.1 Representative of Consultant. The following principals of Consultant are hereby
designated as being the principals and representatives of Consultant authorized to act in its behalf
with respect to the work specified herein and make all decisions in connection therewith:
a. Dale Grinager
It is expressly understood that the experience, knowledge, capability, and reputation of the
foregoing principals were a substantial inducement for City to enter into this Agreement.
Therefore, the foregoing principals shall be responsible during the term of this Agreement for
directing all activities of Consultant and devoting sufficient time to personally supervise the
services hereunder.
The foregoing principals may not be changed by Consultant and no other personnel may be
assigned to perform the service required hereunder without the express written approval of City.
4.2 Contract Officer. The Contract Officer shall be Thomas P. Genovese or such other
person as may be designated by the City Manager of City. It shall be Consultant's responsibility to
assure that the Contract Officer is kept informed of the progress of the performance of the services
and Consultant shall refer any decisions which must be made by City to the Contract Officer.
Unless otherwise specified herein, any approval of City required hereunder shall mean the approval
of the Contract Officer.
4.3 Prohibition Against Subcontracting or Assignment. The experience, knowledge,
capability and reputation of Consultant, its principals and employees were a substantial inducement
for City to enter into this Agreement. Except as set forth in this Agreement, Consultant shall not
contract with any other entity to perform in whole or in part the services required hereunder
without the express written approval of City. In addition, neither this Agreement nor any interest
herein may be assigned or transferred, voluntarily or by operation of law, without the prior written
approval of City.
4.4 Independent Contractor. Neither City nor any of its employees shall have any control
over the manner, mode or means by which Consultant, its agents or employees, perform the
services required herein, except as otherwise set forth. Consultant shall perform all services
required herein as an independent contractor of City and shall remain at all times as to City a
wholly independent contractor with only such obligations as are consistent with that role.
Consultant shall not at any time or in any manner represent that it or any of its agents or
employees are agents or employees of City.
4.5 City Cooperation. City shall provide Consultant with any plans, publications, reports,
statistics, records or other data or information pertinent to services to be performed hereunder
which are reasonably available to Consultant only from or through action by City.
5.0 INSURANCE, INDEMNIFICATION AND BONDS.
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5.1 Insurance. Consultant shall procure and maintain, at its cost, and submit concurrently
with its execution of this Agreement, personal and public liability and property damage insurance
against all claims for injuries against persons or damages to property resulting from Consultant's
acts or omissions rising out of or related to Consultant's performance under this Agreement. The
insurance policy shall contain a severability of interest clause providing that the coverage shall be
primary for losses arising out of Consultant's performance hereunder and neither City nor its
insurers shall be required to contribute to any such loss. A certificate evidencing the foregoing and
naming City and its officers and employees as additional insured shall be delivered to and approved
by City prior to commencement of the services hereunder.
The amount of insurance required hereunder shall be determined by the Contract Sum in
accordance with the following table:
Contract Sum Personal Injury/Property Damage Coverage
Less than $50,000 $100,000 per individual; $300,000 per occurrence
$50,000 - $300,000 $250,000 per individual; $500,000 per occurrence
Over $300,000 $500,000 per individual; $1,000,000 per occurrence
Consultant shall carry automobile liability insurance of $1,000,000 per accident against all
claims for injuries against persons or damages to property arising out of the use of any automobile
by Consultant, its officers, any person directly or indirectly employed by Consultant, any
subcontractor or agent, or anyone for whose acts any of them may be liable, arising directly or
indirectly out of or related to Consultant's performance under this Agreement. The term
"automobile" includes, but is not limited to, a land motor vehicle, trailer or semi -trailer designed for
travel on public roads. The automobile insurance policy shall contain a severability of interest
clause providing that coverage shall be primary for losses arising out of Consultant's performance
hereunder and neither City nor its insurers shall be required to contribute to such loss. A certificate
evidencing the foregoing and naming City and its officers and employees as additional insured shall
be delivered to and approved by City prior to commencement of the services hereunder.
Consultant shall carry Workers' Compensation Insurance in accordance with State Worker's
Compensation laws.
Consultant shall procure professional errors and omissions liability insurance in an amount
acceptable to City.
All insurance required by this Section shall be kept in effect during the term of this Agreement and
shall not be cancelable without thirty (30) days written notice to City of proposed cancellation.
The procuring of such insurance or the delivery of policies or certificates evidencing the same shall
not be construed as a limitation of Consultant's obligation to indemnify City, its officers,
employees, contractors, subcontractors, or agents.
5.2 Indemnification. Consultant shall defend, indemnify and hold harmless the City, its officers,
employees, representatives and agents ("Indemnified Parties"), from and against those actions,
suits, proceedings, claims, demands, losses, costs, and expenses, including legal costs and
attorneys' fees, for injury to or death of person(s), for damage to property (including property
owned by City) and for errors and omissions committed by Consultant, its officers, employees and
agents, which arise out of Consultant's negligent performance under this Agreement, except to the
extent of such loss as may be caused by City's own negligence or that of its officers or employees.
In the event the Indemnified Parties are made a party to any action, lawsuit, or other adversarial
proceeding in any way involving such claims, Consultant shall provide a defense to the Indemnified
Parties, or at the City's option, reimburse the Indemnified Parties their costs of defense, including
reasonable attorney's fees, incurred in defense of such claim. In addition, Consultant shall be
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obligated to promptly pay any final judgment or portion thereof rendered against the Indemnified
Parties.
5.3 Remedies. In addition to any other remedies City may have if Consultant fails to
provide or maintain any insurance policies or policy endorsements to the extent and within the time
herein required, City may, at its sole option:
Obtain such insurance and deduct and retain the amount of the premiums for
such insurance from any sums due under this Agreement.
b. Order Consultant to stop work under this Agreement and/or withhold any
payment(s) which become due to Consultant hereunder until Consultant
demonstrates compliance with the requirements hereof.
C. Terminate this Agreement.
Exercise of any of the above remedies, however, is an alternative to any other remedies City
may have. The above remedies are not the exclusive remedies for Consultant's failure to maintain
or secure appropriate policies or endorsements. Nothing herein contained shall be construed as
limiting in any way the extent to which Consultant may be held responsible for payments of
damages to persons or property resulting from Consultant's or its subcontractors' performance of
work under this Agreement.
6.0 RECORDS AND REPORTS.
6.1 Reports. Consultant shall periodically prepare and submit to the Contract Officer such
reports concerning Consultant's performance of the services required by this Agreement as the
Contract Officer shall require.
6.2 Records. Consultant shall keep such books and records as shall be necessary to
perform the services required by this Agreement and enable the Contract Officer to evaluate the
cost and the performance of such services. Books and records pertaining to costs shall be kept
and prepared in accordance with generally accepted accounting principals. The Contract Officer
shall have full and free access to such books and records at all reasonable times, including the right
to inspect, copy, audit, and make records and transcripts from such records.
6.3 Ownership of Documents. Originals of all drawings, specifications, reports, records,
documents and other materials, whether in hard copy or electronic form, which are prepared by
Consultant, its employees, subcontractors and agents in the performance of this Agreement, shall
be the property of City and shall be delivered to City upon termination of this Agreement or upon
the earlier request of the Contract Officer, and Consultant shall have no claim for further
employment or additional compensation as a result of the exercise by City of its full rights of
ownership of the documents and materials hereunder. Consultant shall cause all subcontractors to
assign to City any documents or materials prepared by them, and in the event Consultant fails to
secure such assignment, Consultant shall indemnify City for all damages suffered thereby.
In the event City or any person, firm or corporation authorized by City reuses said documents
and materials without written verification or adaptation by Consultant for the specific purpose
intended and causes to be made or makes any changes or alterations in said documents and
materials, City hereby releases, discharges, and exonerates Consultant from liability resulting from
said change. The provisions of this clause shall survive the completion of this Contract and shall
thereafter remain in full force and effect.
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6.4 Release of Documents. The drawings, specifications, reports, records, documents and
other materials prepared by Consultant in the performance of services under this Agreement shall
not be released publicly without the prior written approval of the Contract Officer or as required by
law. Consultant shall not disclose to any other entity or person any information regarding the
activities of City, except as required by law or as authorized by City.
7.0 ENFORCEMENT OF AGREEMENT.
7.1 California Law. This Agreement shall be construed and interpreted both as to validity
and to performance of the parties in accordance with the laws of the State of California. Legal
actions concerning any dispute, claim or matter arising out of or in relation to this Agreement shall
be instituted in the Superior Court of the County of Riverside, State of California, or any other
appropriate court in such county, and Consultant covenants and agrees to submit to the personal
jurisdiction of such court in the event of such action.
7.2 Disputes. In the event of any dispute arising under this Agreement, the injured party
shall notify the injuring party in writing of its contentions by submitting a claim therefore. The
injured party shall continue performing its obligations hereunder so long as the injuring party
commences to cure such default within ten (10) days of service of such notice and completes the
cure of such default within forty-five (45) days after service of the notice, or such longer period as
may be permitted by the Contract Officer; provided that if the default is an immediate danger to
the health, safety and general welfare, City may take such immediate action as City deems
warranted. Compliance with the provisions of this section shall be a condition precedent to
termination of this Agreement for cause and to any legal action, and such compliance shall not be
a waiver of any party's right to take legal action in the event that the dispute is not cured, provided
that nothing herein shall limit City's right to terminate this Agreement without cause pursuant to
Section 7.8.
7.3 Retention of Funds. City may withhold from any monies payable to Consultant
sufficient funds to compensate City for any losses, costs, liabilities, or damages it reasonably
believes were suffered by City due to the default of Consultant in the performance of the services
required by this Agreement.
7.4 Waiver. No delay or omission in the exercise of any right or remedy of a non defaulting
party on any default shall impair such right or remedy or be construed as a waiver. City's consent
or approval of any act by Consultant requiring City's consent or approval shall not be deemed to
waive or render unnecessary City's consent to or approval of any subsequent act of Consultant.
Any waiver by either party of any default must be in writing and shall not be a waiver of any other
default concerning the same or any other provision of this Agreement.
7.5 Rights and Remedies are Cumulative. Except with respect to rights and remedies
expressly declared to be exclusive in this Agreement, the rights and remedies of the parties are
cumulative and the exercise by either party of one or more of such rights or remedies shall not
preclude the exercise by it, at the same or different times, of any other rights or remedies for the
same default or any other default by the other party.
7.6 Legal Action. In addition to any other rights or remedies, either party may take legal
action, at law or at equity, to cure, correct or remedy any default, to recover damages for any
default, to compel specific performance of this Agreement, to obtain injunctive relief, or to obtain
any other remedy consistent with the purposes of this Agreement.
7.7 Termination Prior To Expiration Of Term. This section shall govern any termination of
this Agreement, except as specifically provided in the following Section 7.8 for termination for
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cause. City reserves the right to terminate this Agreement at any time, with or without cause,
upon thirty (30) days' written notice to Consultant. Upon receipt of any notice of termination,
Consultant shall immediately cease all services hereunder except such as may be specifically
approved by the Contract Officer. Consultant shall be entitled to compensation for all services
rendered prior to receipt of the notice of termination and for any services authorized by the
Contract Officer thereafter in accordance with the Schedule of Compensation or such as may be
approved by the Contract Officer, except as provided in Section 7.2.
7.8 Termination For Default of Consultant. If termination is due to the failure of Consultant
to fulfill its obligations under this Agreement, City may, after compliance with the provisions of
Section 7.2, take over work and prosecute the same to completion by contract or otherwise, and
Consultant shall be liable to the extent that the total cost for completion of the services required
hereunder exceeds the compensation herein stipulated (provided that City shall use reasonable
efforts to mitigate such damages), and City may withhold any payments to Consultant for the
purpose of setoff or partial payment of the amounts owed City as previously stated in Section 7.3.
7.9 Attorneys' Fees. If either party commences an action against the other party arising
out of or in connection with this Agreement, the prevailing party shall be entitled to recover
reasonable attorneys' fees and costs of suit from the losing party.
8.0 CITY OFFICERS AND EMPLOYEES; NONDISCRIMINATION.
8.1 Non -liability of City Officers and Employees. No officer or employee of City shall be
personally liable to Consultant, or any successor in interest, in the event or any default or breach
by City or for any amount which may become due to Consultant or to its successor, or for breach
of any obligation of the terms of this Agreement.
8.2 Conflict of Interest. No officer or employee of City shall have any personal interest,
direct or indirect, in this Agreement nor shall any such officer or employee participate in any
decision relating to the Agreement which affects his or her personal interest or the interest of any
corporation, partnership or association in which she or he is, directly or indirectly, interested, in
violation of any State statute or regulation. Consultant warrants that it has not paid or given and
will not pay or give any third party any money or general consideration for obtaining this
Agreement.
8.3 Covenant against Discrimination. Consultant covenants that, by and for itself, its heirs,
executors, assigns, and all persons claiming under or through them, that there shall be no
discrimination against or segregation of, any person or group of persons on account of race, color,
creed, religion, sex, marital status, national origin or ancestry in the performance of this
Agreement. Consultant shall take affirmative action to insure that applicants are employed and
that employees are treated during employment without regard to their race, color, creed, religion,
sex, marital status, national origin or ancestry.
9.0 MISCELLANEOUS PROVISIONS
9.1 Notice. Any notice, demand, request, consent, approval, communication either party
desires or is required to give the other party or any other person shall be in writing and either
served personally or sent by prepaid, first-class mail to the address set forth below. Either party
may change its address by notifying the other party of the change of address in writing. Notice
shall be deemed communicated forty-eight (48) hours from the time of mailing if mailed as provided
in this section.
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To City:
CITY OF LA aUINTA
Attention: Thomas P. Genovese
City Manager
78-495 Calle Tampico
P.O. Box 1504
La auinta, California 92253
To Consultant:
Tri-State Land Surveyors and Civil Engineers
Attention: Dale Grinager
78120 Calle Estado Suite 102
La auinta, CA 92253
9.2 Integrated Agreement. This Agreement contains all of the agreements of the parties
and all previous understanding, negotiations and agreements are integrated into and superseded by
this Agreement.
9.3 Amendment. This Agreement may be amended at any time by the mutual consent of
the parties by an instrument in writing signed by both parties.
9.4 Severability. In the event that any one or more of the phrases, sentences, clauses,
paragraphs, or sections contained in this Agreement shall be declared invalid or unenforceable by a
valid judgment or decree of a court of competent jurisdiction, such invalidity or unenforceability
shall not affect any of the remaining phrases, sentences, clauses, paragraphs, or sections of this
Agreement which are hereby declared as severable and shall be interpreted to carry out the intent
of the parties hereunder.
9.5 Authority. The persons executing this Agreement on behalf of the parties hereto
warrant that they are duly authorized to execute this Agreement on behalf of said parties and that
by so executing this Agreement the parties hereto are formally bound to the provisions of this
Agreement.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the dates stated
below.
CITY OF LA QUINTA a California municipal corporation
Thomas P. Genovese, City Manager Date:
ATTEST:
J reek, City Clerk
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CONSULTANT
a ✓L/— its
By: I vK / NJ
Name: �f} ��' Cr/��✓!��
Title: or,-?
Date: d' -3 _USA
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Exhibit A
Scope of Services
Services and products to be rendered in performing all work associated with the project may include,
but are not limited to; the Engineering Consultant shall be required to provide one set of construction
stakes for each of the following items as detailed:
1. Survey Control - Will be sufficiently marked and will be preserved and protected. Replace
any disturbed or removed survey monuments.
2. Offsets for Asphalt Removal Limits and Median Curb Delineation — One set of offsets to
delineate asphalt removal limits and median curb locations.
3. Miscellaneous Staking — Allowance to provide staking as required for various
miscellaneous needs that may arise during the course of the project.
4. Project Administration - The Engineer of Work shall be available during the length of the
project to address any questions or concerns which may arise. Three (3) sets of Grade Sheets
shall be prepared and submitted to the City of La Quinta within 48 hours of the receipt of the
`Staking Request" for the said work.
5. Office Calculations and Supervision - Calculations as necessary to provide the field survey
crews with data as needed for staking and supervision as required.
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Exhibit C
Schedule of Performance
Consultant shall complete all services within 120 consecutive calendar days 0 20) from the start
date of the Notice to Proceed.
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Exhibit D
Special Requirements
None
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COST PROPOSAL SHEET
PROPOSAL TO PROVidE PROFESSIONAL CONSTRUCTION SURVEyiNq SERVICES
PROjECT No. 2003.09
WASkiNqTON STREET MEdiAN IMPROVEMENTS AVENUE 48 TO AVENUE 50)
The following is a summary of costs to provide the services outlined in the Request for Proposals
for Professional Construction. Surveying Services for Project No. 2003-09 Washington Street
Median Improvements and will be used as the basis for negotiating a Professional Services
Agreement: A
TASK
DESCRIPTION
MAN
HOURS
RATE/
HOUR
COST
1
SURVEY CONTROL STAKING
16
$210.00
$3,360.00
2
ASPHALT REMOVAL LIMITS/MEDIAN
CURB LOCATIONS
105
$210.00
$22,050.00
3
MISCELLANEOUS STAKING
-
-
$2,000.00
4
PROJECT ADMINISTRATION
14
115.00
$1,610.00
5
OFFICE CALCULATIONS AND
SUPERVISION
74
$115.00
$8,510.00
TOTAL
$37,530.00
Dale Grinager, Prime Consut
TRI-STATE Land Surveyo & Civil Engineers, Inc.
July 12, 2005
Date Signed
All restaking, additional work, services and items not included will be performed only by prior
authorization from the client, on a time -and -materials basis to be computed as follows:
2 Person Survey Crew $170.00/hour
3 Person Survey Crew $210.00/hour
Office Calcs $115.00/hour