R. T. FRANKIAN & ASSOCIATES
26027 Huntington Lane Suite A Santa Clarita California 91355 tel. (818) 531-1501 www.rtfrankian.com
January 26, 2024
City of Santa Clarita
23920 Valencia Boulevard P039-2023-004
Santa Clarita, California 91355 Job No. 2004-037-00 4
Attention: Mr. Ross Pistone
Subject: Proposal – Geotechnical Observation and T esting Services Proposed Roller Skating Rink and Temporary Volley ball Court Existing Santa Clarita Sports Complex
Southeast of Golden Valley Road and Centre Pointe Parkway Santa Clarita, California
It is with pleasure that we present this proposal t hat includes an estimate of the costs to provide geotechnical services associated with the subject site.
SCOPE OF SERVICES
The scope of work being proposed is based on discus sions and/or information that was provided for our use. Based on this information, we have prepared a detailed table of our proposed services and estimated costs. Please see Attachment A – Scope of Services. Please contact us if you would like us to modify the scope of services in this proposal.
ESTIMATED EXPENSES
The cost for our services is based on the rates indicated on the attached Fee Schedule. A detailed estimate broken down by task number is provided in Attachment A – Scope of Services.
The estimate provided in Attachment A is for budget ary purposes. The estimate is not a fixed cost. Our services will be billed on a time and materials basis in accordance with the attached Fee Schedule. We will only invoice for wo rk and services actually performed.
Furthermore, should you or your representative requ est services beyond those defined in Attachment A – Scope of Services, such services will be invoiced in accordance with the rates City of Santa Clarita
January 26, 2024
P039-2023-004
2004-037-004
indicated on the attached Fee Schedule. This cost estimate is valid for a period of 60 days from the date of this proposal. Invoicing generally takes place every two weeks.
CALIFORNIA PREVAILING WAGES
It is our understanding that the project is subject to California Prevailing Wages. Therefore, the cost estimates presented in this Addendum Proposal are based on our attached current Prevailing Wage Fee Schedule.
ADDITIONAL SERVICES
Additional requested or required services not included within the scope of services described herein would be invoiced in accordance with the attached Fee Schedule.
HEALTH AND SAFETY
In accordance with safety requirements of governmental agencies, when the scope of work entails subsurface exploration, we will notify Underground Service Alert (USA) prior to our field investigation; USA requires notification at least 6 0-72 hours (three working days) prior to excavation, not counting USA holidays. It is expected that the property may have private internal utility lines or obstructions that are not within t he purview of USA. Therefore, the client is responsible for locating, removing, relocating, or protecting any existing private lines, conduits, utilities, irrigation systems, or other obstruction s, either above or below ground, which may interfere with the scope of work being performed. We assume no responsibility for damage to any private obstructions not clearly and obviously marked immediately prior to the performance of our explorations.
AUTHORIZATION
In order to ensure mutual understanding of the scope of work proposed, we request that you review, sign, and return the attached agreement. We will c ounter-sign and return one fully executed Agreement to you. The information presented to us has been filled in, please sign, and complete the Agreement with the information requested. If y ou should find that any of the statements on the Agreement are incorrect, please correct them. Upon receipt of the signed Agreement, we will schedule our services.
-o0o-
City of Santa Clarita
January 26, 2024
P039-2023-004
2004-037-004
Should you desire to discuss or clarify the propose d scope of work or any other aspect of this proposal, please do not hesitate to contact our office.
Yours very truly,
R. T. FRANKIAN & ASSOCIATES
Alan W. Rasplicka
AWR/jh Principal Geotechnical Engineer
Attachments: Attachment “A” – Scope of Services
Fee Schedule
Agreement
PROPOSAL SUMMARY 1/26/2024
Attachment A P039-2023 004
City of Santa Clarita 2004-037
Subject: Proposed Roller Skating Rink and Temporary Volleyball Court Geotechnical Observation and Testing Services
Task # Total
1 $6,000.00
2 $50,200.00
3 $58,800.00
Total: $115,000.00
Task Description
Coordination with Design Team
SCOPE OF WORK
Grading
Construction
The site of the proposed roller-skating rink presently consists of relatively level, undeveloped land. The grading recommendations presented in our June 20, 2023 report indicate that the soils within 3 feet of existing grade, or 3 feet below final grade, whichever is deeper, should be removed and replaced at an elevated moisture content of at least 130% of optimum moisture content. Since we are not aware of any geotechnical recommendations regarding the grading for the proposed temporary volleyball court, we have assumed that the grading in that area will consist of scarification of the surface soils, and compaction of the exposed subgrade soils to at least 90 percent of the maximumdry density of the soil. The roller-skating rink and temporary volleyball court areas are indicated on attached Sheet G-100 Our firm prepared a “Report of Geotechnical Investigation,” dated June 20, 2023 (Job No. 2004-037-003) that summarized our geotechnical recommendations for the construction of the proposed roller-skating rink at the subject site. That report included geotechnical recommendations for the grading and construction phases of the proposed development and is the basis for the anticipated earthwork summarized in this proposal. Geotechnical recommendations for earthwork related to the proposed temporary volleyball court were not included in our June 20, 2023 report. It should be noted that we have accrued costs, as discussed below, following the issuance of our June 20, 2023 report.
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City of Santa Clarita
January 26, 2024
P039-2023-004
2004-037-004
Geotechnical observation and testing services should be provided during the grading and construction phases of the roller- skating rink and temporary volleyball court projects. We have separated the above cost estimates for the grading and construction phases based on the services and times indicated below. The actual number of trips, and the amount of time required for each trip, will affect the cost for our services. We will only for those services we provide.
GEOTECHNICAL OBSERVATION AND TESTING
We have not been presented with a construction schedule or any other information that indicates the projected duration of the required grading and construction activities for the roller-skating rink and temporary volleyball court areas. Therefore, the estimates presented above for the grading and construction phases of the proposed developments are based on similar projects in which we provided geotechnical observation and testing services. The estimates are based on our field representatives providing services for the various tasks, and the durations, specified below.
As indicated above, we have accrued costs following the issuance of our June 20, 2023 “Report of Geotechnical Investigation” report and are requesting authorization to invoice for those services as part of this proposal. The accrued costs include office engineering and job discussions regarding reviewing and commenting on the Civil Plan preparation, responding to questions from the project architect, paver design, temporary excavation and grading recommendations, and the temporary volleyball court. We have also accrued costs for outside services related to corrosion testing and a corrosion study report.
GRADING PHASE
•Site Grading for Roller-Skating Rink – Full time (10 days at 8 hrs./day). •Site Grading for Roller-Skating Rink – Part time (6 days at 4 hrs./day). •Site Grading for Volleyball Court – Part time (4 days at 4 hrs./day).
In addition to the field observation and testing services outlined above, it is anticipated that we will incur costs for trip charges, job supervision, office engineering, job discussions, laboratory maximum dry density (3) and expansion (10) tests, and the preparation of a report summarizing the results of our observations and testing performed during the grading of the site. The report will include a City of Santa Clarita “Rough Grade Certification” that will be required as part of obtaining a building permit. The estimate also includes the costs to review, sign, and stamp a copy of the project Grading Plans.
CONSTRUCTION PHASE
•Observation of Roller-Skating Rink Foundation Excavations (5 days at 4 hrs./day). •Observation and Testing of Roller-Skating Rink Soil Subgrade (5 days at 4 hrs./day). •Observation and Testing of Miscellaneous Underground Utility Line Backfills (12 days at 4 hrs./day). •Miscellaneous Observation and Testing Services (8 days at 4 hrs./day). •Paver Subgrade (6 days at 4 hrs./day).
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City of Santa Clarita
January 26, 2024
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Field observation and testing services will only be provided when requested by The City of Santa Clarita or their designated representatives. The total cost for the geotechnical observation and testing services will be related to the number of services provided in addition to the number of hours accrued providing those services.
In addition to the field observation and testing services outlined above for the construction phase, it is anticipated that we will incur costs for trip charges, job supervision, office engineering, job discussions, two outsourced R-value tests for paver design, and the preparation of a Final Report summarizing the results of our observations and testing performed during the construction phase of the development. The report will include a City of Santa Clarita “Final Grade Certification” that will be required as part of obtaining a Certificate of Occupancy. The cost estimate for the construction phase presented above includes these costs as well as the costs to review, sign, and stamp the project Foundation Plans as part of the building permit process.
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City of Santa Clarita
January 26, 2024
P039-2023-004
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P039-2023-004
FEE SCHEDULE
City of Santa Clarita
Geotechnical Services – Geotechnical Observation and Testing Services Proposed Roller Skating Rink and Temporary Volleyball Court City of Santa Clarita Sports Complex, Santa Clarita, California Proposal No. P039-2023-004; Job No. 2004-037-004
PERSONNEL RATE ($/HOUR)
MANAGING PRINCIPAL/CONSULTING GEOTECHNICAL ENGINEER .................................................. $315.00 PRINCIPAL ENGINEER/PRINCIPAL GEOLOGIST ............................................................... ........................... $285.00 GEOTECHNICAL ENGINEER/ENGINEERING GEOLOGIST ....... ................................................... .............. $235.00 SENIOR PROJECT SUPERVISOR/ENGINEER/GEOLOGIST ......................................................... ................. $215.00 (Includes Deputy Grading Inspector)
PROJECT ENGINEER/SUPERVISING FIELD ENGINEER .......................................................... ..................... $185.00 SENIOR FIELD ENGINEER/SENIOR FIELD GEOLOGIST ......................................................... ...................... $175.00 FIELD TECHNICIAN ..................................................................................... ................................................... ....... $165.00 ASSITANT FIELD TECHNICIAN $155.00 DRAFTING/CAD ......................................................................................... ................................................... ......... $140.00 LABORATORY TESTING ................................................................................... ................................................... .. $140.00 CLERICAL ............................................................................................. ................................................... .................. $130.00 COURT APPEARANCES AND DEPOSITIONS (4 hour minimum) ................................................... .............. $750.00
EXPENSES
FIELD SERVICE TRIP CHARGE ......................... ................................................... ...................................... $100.00/visit MILEAGE (from office to destination and return; excludes field service trips) .........................................$0.92/mile REPRODUCTION ......................................................................................... ................................................... .. Cost + 22% SUBCONTRACTED EQUIPMENT .............................................................................. .................................... Cost + 22% (Drill Rig, Backhoe, Unskilled Labor, Consultants, and Deputy Inspectors, etc.)
TRAVEL EXPENSES, SUBSISTENCE, VEHICLE RENTAL,
FREIGHT, OTHER OUTSIDE EXPENSES .................. ................................................... .................. Cost + 22%
FIELD SERVICE CONDITIONS
MINIMUM FEE FOR FIELD SERVICES ....................................................................... ................................ $575.00/trip OVERTIME - After 8 working hours per day & Saturday s ............................................................... 1-1/2 time - After 12 working hours, Sundays & Holidays ... ................................................... .. Double Time (Four-hour minimum charge on weekends & holidays )
FIELD SERVICES will be billed at Field Technician, Senior Field Engineer or Supervising Field Engineer rate, depending on manpower availability and/or experienc e required due to complexity of project. Occasiona l site visits by the responsible Project/Senior/ Geotechni cal Engineer or Engineering Geologist may be requir ed to check on progress or to answer technical questions that arise.
FEES ARE DUE AND PAYABLE ON PRESENTATION OF INVOICE . R. T. FRANKIAN & ASSOCIATES reserves the right to charge the maximum legal inte rest on unpaid balance and collection fees, if requ ired, to secure payment. ‡-22
WORK AUTHORIZATION AGREEMENT
PLEASE SIGN AND RETURN TO
R. T. FRANKIAN & ASSOCIATES, 26027 HUNTINGTON LANE, SUITE A, SANTA CLARITA, CALIFORNIA 91355 PHONE: (818) 531-1501
1. JOB ADDRESS: City of Santa Clarita Sports Compl ex JOB NO: 2004-037-004 Proposed Roller Rink and Temporary Volleyball Cour t P039-2023-004
2. TYPE OF STRUCTURE: DATE: 1/26/2024
3. SCOPE OF STUDY: Geotechnical Observation and Tes ting Services
4. FEE: Time and Expense (Estimate $115,000) See Pr oposal P039-2023-004 Dated January 26, 2024
5. PORTION OF FEE IN ADVANCE OF WORK (RETAINER): n/ a
6. CLIENT: City of Santa Clarita, Attn: Mr. Ross Pi stone PHONE: (661) 857-2066 23920 Valencia Boulevard, Santa Clarita, Californi a EMAIL: RPistone -NC@santa -clarita.com
7. ENGINEER: PHONE:
EMAIL:
8. ARCHITECT: PHONE:
EMAIL:
9. DISTRIBUTION OF REPORT: CLIENT ENG. ARCH.
10. CONDITIONS OF AGREEMENT:
Consultant Services
This AGREEMENT is between CLIENT and R. T. FRANKIAN &
ASSOCIATES (herein after called RTF&A). RTF&A services are limited to those outlined in our proposal P039-2023 -004, dated 1/26/2024, pursuant to the terms of this AGREEMENT.
Fee And Payment
RTF&A’s fee for the above services is listed in Ite m 4, above.
RTF&A’s fee shall be paid as follows and shall not be subject to financing or any other contingency:
(a) The retainer fee must be paid upon execution of this AGREEMENT before any services are rendered. Fee
includes charges for equipment used during exploration. (b) Fee is for services described in the attached p roposal only.
(c) Fee is due and payable upon presentation of a
statement. RTF&A reserves the right to charge up t o
18% interest on unpaid balance. CLIENT agrees to pay
collection fees, if required, to secure payment.
(d) CLIENT must notify RTF&A in writing of any
requirement for payment of California Prevailing Wages, Davis-Bacon, Walsh-Healy Act, Contract Services Act ,
or any other requirement for payment of specific wages
and/or fringe benefits. Should it be determined th at
prevailing wage rates are required to be paid, RTF& A
will pay those wages (to the extent they are required to be paid) and will be entitled to increase our fees in
accordance with our current Prevailing Wage Fee
Schedule.
.
Additional Fees and Payment
The terms and conditions of AGREEMENT will also app ly to additional services requested by CLIENT or his agen t on this project. Additional services will be charged on a time and expense basis using the Fee Schedule of RTF&A then in effect.
Client Responsibilities
(a) CLIENT assures that right of entry to site is g ranted by this AGREEMENT.
(b) CLIENT will remove or protect his property, ins ide and out, including all landscaping, shrubs, and flowers, and RTF&A shall not be responsible for damage to lawns, shrub s,
landscapes, walks, sprinkler systems, or undergroun d
utilities and installations caused by movement of e arth or equipment.
(c) CLIENT will locate for RTF&A all underground ut ilities and installations. RTF&A will not be responsible for damage to any such utilities or installations not so located, and any such damage may, at RTF&A’s option, be repaired by
RTF&A and billed at cost plus 15% to CLIENT.
Submission, Not Offer
Neither the submission of this AGREEMENT nor any qu otation shall be considered binding until and unless this A GREEMENT is executed by both parties and any required retainer fee paid.
This AGREEMENT must be executed by the actual or pr ospective owner of the job site. CLIENT MAY ACCEPT , REJECT, OR MODIFY ANY
ELEMENT OF THE AGREEMENT AND UNDERSTANDS THAT THE A TTACHED TERMS AND CONDITIONS AND FEE SCHEDULE ARE EXPRESSLY INCORPORATED INTO THIS AGREEMENT AND ARE A PART HEREOF.
R. T. FRANKIAN & ASSOCIATES, INC. CLIENT: This AGREEMENT must be executed by the act ual or prospective owner of the job site.
By:
By:
(Print) (Title)
Date:
(Signature)
Date:
TERMS AND CONDITIONS
Please initial box.
1. Use of Report:
All RTF&A reports and work remain the property of RTF&A until all of RTF&A’s fees and costs have been paid in full. RTF&A reserves the right to withhold delivery of any report or work product.
2. Client Information and Responsibility:
2.1 CLIENT will make available to RTF&A all inform ation regarding existing and proposed conditions of the site, including but not limited to plot plans, topographic surveys, hydrographic data and previous soil data with borings, field or laboratory tests and written reports. CLIENT will immediately transmit to RTF&A any new information which becomes available or any change i n plans and shall indicate to RTF&A all property lines, underground utilities and installations and is responsible for the accuracy thereof.
2.2 CLIENT will indemnify RTF&A against any inaccu rate or misleading information furnished by CLIENT.
2.3 CLIENT shall keep the site free and clear of c hildren, animals, persons or property (including all landscaping, shrubs and flowers) which are likely to or do interfere with R TF&A’s access to site or its ability to perform under this AGREEMENT and shall provide RTF&A with free access to site and a safe place to store its equipment and perform its services.
2.4 CLIENT shall provide a representative at the s ite to supervise and coordinate the job upon 24-hour request by RTF&A.
3. Remedies:
The following rights and remedies shall be cumulat ive:
3.1 RTF&A shall have the right to stop work if any payment has not be made when due and may keep the project i dle until all payments due are received.
3.2 The provisions of this AGREEMENT shall be
specifically enforceable.
4. Dispute Resolution:
In an effort to resolve any conflicts that arise d uring the design and construction of the project or following the co mpletion of the project, CLIENT and RTF&A agree that all disputes b etween them arising out of or relating to this AGREEMENT or the project shall be submitted to nonbinding mediation unless the parties mutually agree otherwise.
5. Test Holes:
RTF&A agrees to cover all open test holes and plac e a cover on each such hole prior to leaving site unattended. All test holes will be backfilled upon completion of the job. Settlement of backfill may occur. CLIENT is responsible to fill in all settlement of test holes. If CLIENT requests test holes to remain open after com pletion of RTF&A’s work, CLIENT agrees to pay for all costs in connection with covering and backfilling said test holes at a later date and shall indemnify RTF&A for all claims, demands and liabilities arising from the test holes remaining open and also from the later backfilling and covering of said holes.
6. Limitation of Liability:
6.1 For purposes of this Section 5, the term RTF&A shall include not only RTF&A but its agents, servants and employees.
6.2 For any injury or damages to persons or proper ty on account of any error, omission or other professiona l negligence, RTF&A’s liability to CLIENT and to any partner, pri ncipal, agent, employee, contractor, subcontractor or other person who performs work on site, and to any person who obtains title to or possession of site or any part thereof (or those claiming under o r through any of the foregoing) shall be such that the total aggrega te liability of RTF&A to all those named will not exceed RTF&A’s fee, or the sum of $50,000, whichever is greater.
6.3 RTF&A shall have the right to post these terms and conditions on site and to notify anyone of said terms and conditions.
6.4 No action or claim arising out of or connected with the site or any part thereof, or the services to be ren dered by RTF&A hereunder, may be brought against RTF&A by CLIENT, or by any partner principal, agent, employee, contractor, sub contractor or other person who performs work on site, any person who obtains title to or possession of site or any part thereof, or those claiming under or through any of the foregoing, unless such action is commenced within two (2) years from the date this AGREEMENT.
6.5 This AGREEMENT is entered into solely for the benefit of CLIENT and RTF&A is in no way intended to benefi t or extend any right or interest to any third party. It is the intention of the parties that any benefit derived by any third party is merely incidental to and unintended by this AGREEMENT.
7. Disclaimer of Warranties:
No warranty, expressed or implied, of any kind, is made or intended in connection with work actually performed by RTF&A under this AGREEMENT, or by the fact that RTF&A is furnishing oral or written reports or findings.
8. Indemnity:
As used herein, indemnity or indemnify shall mean that
CLIENT will hold and save RTF&A free and harmless and indemnify and keep RTF&A indemnified from and against any and all liability, claims, demands, actions, causes of action, costs o r expenses, including but not limited to reasonable attorney fe es incurred by RTF&A as the results of (i) CLIENT failing to prope rly perform any provision required to be performed by CLIENT pursua nt to this AGREEMENT or (ii) as a result of RTF&A being made a party to any litigation, or (iii) as a result of RTF&A rendering professional services hereunder, or (iv) as a result of the act or event against which RTF&A is indemnified, or (v) as a result of any haz ardous material or underground storage tank discovered on the site.
9. Change in Condition or Services:
9.1 Fluctuations in the level of groundwater may o ccur due to variations in rainfall, temperature and other factors not evident at the time measurements are made and reported. The l evel of groundwater may also vary across the site.
9.2 Subsurface conditions, excavation characterist ics and geologic structure will be projected from individua l borings or test holes placed on the site; this should not be construed to reflect any variation which may occur between the borings or test holes.
9.3 Should changes be made in the design or locati on of structures on the site, no report or findings shoul d be considered valid unless the changes are reviewed and approved by RTF&A.
9.4 RTF&A shall not be responsible for injury or d amage to the site or any improvements now or hereafter locat ed thereon, including any structures.
9.5 When any or all RTF&A’s services are to be on an
intermittent or “on call” basis, RTF&A will be unab le to provide an opinion concerning any such work unless RTF&A field
representatives have timely and sufficient opportun ities for testing and observation during construction.
9.6 RTF&A’s services do not include supervision or
coordination or scheduling of work, or a review or evaluation of the adequacy of any contractor’s safety measures in or near the site.
9.7 RTF&A will not be responsible for general safe ty on the site or for the work of others.
TERMS AND CONDITIONS
Please initial box.
9.8 RTF&A is entering into the AGREEMENT on CLIENT ’s
representations to RTF&A that no hazardous material s or underground storage tanks exist on or under the site. In the event any hazardous materials or underground storage tank s are discovered, such shall constitute a change in condi tion so that RTF&A may terminate this AGREEMENT or be entitled to payment on the basis of additional work being performed. I n either event, RTF&A is hereby authorized to take immediate measures to protect the health, safety and property of CLIENT, RTF&A, and others from the hazardous materials and underground storage tan k, and any and all costs related to or concerning said hazardo us materials or underground storage tank, shall be borne by CLIENT.
9.9 As used herein “hazardous materials” shall inc lude but not be limited to any materials or substances in whatever form that are known or suspected to be harmful to human health and safety, as well as materials classified as pollutants or contaminants by any federal, state or local law or regulation.
10. Merger Clause:
This AGREEMENT, including any Schedule, constitute s a
final, complete and total integration of any and al l understandings between the parties. No prior AGREEMENTS or unders tandings pertaining to the subject matter of this AGREEMENT shall be effective for any purpose. Any subsequent change, alteration, addition or modification must be mutually agreed up on, in writing, and signed by both parties.
11. Individual Responsibility:
If CLIENT is a corporation, the individual(s) sign ing this AGREEMENT on behalf of CLIENT guarantee that CLIENT will perform its duties hereunder and warrants each indi vidual is duly authorized to sign this AGREEMENT on behalf of CLIENT.
12. Assignment:
The rights and obligations of CLIENT shall not be assigned or delegated without the prior written consent of RTF& A. Subject to the foregoing, each party to this AGREEMENT binds i tself, its successors, administrators and assigns in respect to all covenants and promises of this AGREEMENT.
13. Termination of Agreement:
13.1 In the event either party desires to termina te this AGREEMENT prior to completion of the project, written notification of such intention to terminate must be rendered to the other party and RTF&A shall be paid for all services performed to the termination date. In the event that CLIENT notifies RTF&A of such intention to terminate RTF&A’s services prior to completion, RTF&A reserves the right to complete pending analysis, dispose of samples, put equipment in order, and where considered necess ary, to complete a report on the work performed to date. I n the event of CLIENT’s termination of this AGREEMENT, a termination charge to cover RTF&A’s costs shall be paid by CLIENT to RTF&A in addition to any other fees or charges.
13.2 If the site or any part thereof is destroyed by earthquake or other catastrophe RTF&A will be paid for all wor k performed theretofore, and both parties will be relieved of a ny further obligations hereunder.
14. Force Majeure:
RTF&A shall have no liability for any delay or for any act or event caused by acts of God, CLIENT or CLIENT’s agent, weather, labor trouble, acts of public utilities, public bodies or public officials, acts or contractors or subcontractors, or other contingencies beyond the reasonable control of RTF&A.
15. Notices:
Any notice required or permitted hereunder shall b e given by personal service or registered or certified mail, r eturn receipt requested, addressed as indicated, but such address may be changed by written notice given by one party to the other from time to time. Notice shall be deemed received twenty-fo ur (24) hours after deposit in the mail or upon personal service.
16. Validity:
Should any provision of this AGREEMENT be held inv alid or in violation of any law or regulation, any such pro vision shall be deemed stricken from this AGREEMENT and shall not a ffect the validity of the remaining provisions of this AGREEMENT as a whole.
17. Miscellaneous Provisions:
17.1 The paragraph or section headings are for th e purposes of convenience only and are not an integral part of this AGREEMENT.
17.2 This AGREEMENT shall be deemed executed at S anta Clarita, California, when signed by an officer of R TF&A. Neither submission of this AGREEMENT nor any quotation shal l be considered binding on RTF&A.
17.3 CLIENT acknowledges that late payment by CLI ENT to RTF&A of RTF&A’s fees and costs will cause RTF&A to incur expenses not contemplated by this AGREEMENT, the exact amount of which are extremely difficult and impracticable to fix. Therefore, if any payment due from CLIENT is not received by R TF&A within ten (10) days of its due date, CLIENT shall pay to RTF&A an additional sum of up to eighteen percent (18%) of t he overdue amount as a late charge. This late charge represen ts a fair and reasonable estimate of the costs that RTF&A will incur by reason of late payment by CLIENT. Neither the imposition nor acceptance of any late charge shall prevent RTF&A from exercising any of the other rights and remedies available to RTF&A hereun der. “Received” as used herein means the money is paid t o RTF&A in cash, or credited to RTF&A’s account, without the possibility of said credit being revoked or refunded.