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17-080 Old Castle Precast, Inc., Foothill Blvd Sound Wall Replacement Panels Project, Project No. 2017-116Project No. 2017-116 CITY OF CUPERTINO CONTRACT For Public Works Projects of $45,000 or Less This public works contract ("Contract") is entered into by and between the City of Cupertino , a municipal corporation ("City"), and Old Castle Precast, Inc., a California corporation ("Contractor"), pursuant to Public Contract Code Section 22032, for work on the Foothill Boulevard Sound Wall Replacement Panels Project ("Project"). 1. SCOPE OF WORK Contractor will perform and provide all labor, materials, equipment, supplies, transportation , and any and all other items or services necessary to perform and complete the work required for the Project ("Work"), as specified in Attachment A , Scope of Work, and according to the terms and conditions of this Contract, including all attachments to the Contract and any other documents and statutes incorporated by reference . To the extent that any attachment contains provisions that conflict or are inconsistent with the terms set forth in the body of this Contract, the Contract terms will control. 2 . TIME FOR COMPLETION The City Engineer will not issue Contractor a written notice to proceed ("NTP") with the Work for the Project until the Contract is fully executed by both parties and City has received all insurance documentation pursuant to Section 13 below and any required bonds, if applicable , pursuant to Section 14 below. Contractor must fully complete the Work within 30 working days from the commencement date given in the NTP ("Contract Time"). Time is of the essence for completion of the Work within the Contract Time . 3 . COMPENSATION AND PAYMENT For satisfactory completion of the Work, performed in full compliance with this Contract, City will pay Contractor $14,770 .00 ("Contract Price "). Contractor must submit an invoice on the first day of each month during the Contract Time for the Work performed during the preceding month, itemizing labor, materials, equipment and any incidental costs incurred . City will pay Contractor 95% of the undisputed amount(s) billed, within 30 days after City's receipt of each properly submitted invoice . Any undisputed retention will be released and included with the final payment to Contractor within 60 days after City accepts the Work for the Project as complete . Contractor warrants that title to all work , materials and equipment incorporated into the Work will pass to City free of any claims , liens , or encumbrances upon payment to Contractor. Payment and performance Public Works Contract May 2017 Page 1 Footh ill Boulevard Sound Wall Replacement Panels Project Project No. 2017 -116 bonds are required for this Contract if the Contract Price is $25,000 or more. 4 . LIQUIDATED DAMAGES If Contractor fails to complete the Work within the Contract Time , Contractor must pay liquidated damages in the amount of $200 per day for each day of unexcused delay in completion . The liquidated damages amount is based on the reasonably foreseeable consequences of delay, which may include actual costs incurred by City due to the delay as well as intangible damages , including loss of or interference with use of public property or inconvenience to the public. Unavoidable delay caused by unanticipated events or circumstances which are entirely outside of Contractor's control may be excused , provided Contractor gives City prompt written notice of any such delay, but excused delay will not entitle Contractor to additional compensation , subject to the limits of Public Contract Code Section 7102. City may deduct liquidated damages from payment due or to become due to Contractor under this Contract. 5 . LICENSES AND PERMITS Contractor must possess a California Contractor's License in good standing for the following classificat ion(s): Class A -891107 . Contractor must also obtain a City business license before beginning Work on the Project. Contractor is solely responsible for obtain i ng any required building permits or similar governmental authorizations for the Work, at Contractor's sole expense . 6 . LABOR CODE COMPLIANCE Unless the Contract Price is $1 ,000 or less , the Contract is subject to all appl icable requirements of Chapter 1 of Part 7 of Division 2 of the Labor Code , beginning at Section 1720 , and the related regulations , including but not limited to requirements pertaining to wages , working hours and workers' compensation insurance . The Work is subject to compliance monitoring and enforcement by the Department of Industrial Relations ("DIR") pursuant to Labor Code Section 1725 .5 , and Contractor and any subcontractors must be registered with the DIR to perform public works projects . Contractor must also post all job site notices required by laws or regulations pursuant to Labor Code Section 1771.4 . A. Prevailing Wages. The Contract is subject to the prevailing wage requirements applicable in Santa Clara County for each craft , classification or type of worker needed to perform the Work, including but not limited to employer payments for health and welfare , pension , vacation , and apprenticeship . The prevail ing wage rates are on file with the City Engineer's office and are available online at http ://www.dir.ca .gov/DLSR. Pursuant to Labor Code Section 1775, Contractor and any subcontractor will forfeit to City as a penalty up to $200 for each calendar day, or portion of a day , for each worker paid less than the Public Wo rk s Contract May 20 17 Page 2 Foothi ll Boulevard Sound W all Re pla cement Panels Project Project No. 2017-116 applicable prevailing wage rate, in addition to paying each worker the difference between the applicable wage rate and the amount actually paid. B . Working Day. Pursuant to Labor Code Section 1810, eight hours of labor consists of a legal day's work. Pursuant to Labor Code Section 1813, Contractor will forfeit to City as a penalty the sum of $25 for each day during which a worker employed by Contractor or any subcontractor is required or permitted to work more than eight hours during any one calendar day, or more than 40 hours per calendar week, unless such workers are paid overtime wages under Labor Code Section 1815. All Work must be carried out during regular City working days and hours unless otherwise specified in Attachment A or authorized in writing by City. C. Payroll Records. Contractor and its subcontractors must maintain certified payroll records in compliance with Labor Code Sections 1776 and 1812, and all implementing regulations promulgated by the DIR. For each payroll record, Contractor and its subcontractors must certify under penalty of perjury that the information in the record is true and correct, and that it has complied with the requirements of Labor Code Sections 1771, 1811 and 1815. Contractor must submit certified payroll records to the Labor Commissioner as required under California law and regulations . D . Apprentices. If the Contract Price is $30,000 or more, Contractor must comply with the apprenticeship requirements in Labor Code Section 1777 .5. E. Workers' Compensation Certification. Pursuant to Labor Code Section 1861, by signing this Contract, Contractor certifies as follows : "I am aware of the provisions of Labor Code Section 3700 which require every employer to be insured against liability for workers' compensation or to undertake self-insurance in accordance with the provisions of that code, and I will comply with such provisions before commencing performance of the Work on this Contract." 7 . AMENDMENTS AND CHANGE ORDERS The provisions of this Contract may not be modified except by a written amendment or change order that is duly authorized and executed by both City and Contractor. Any Contractor request for a change order must be submitted in writing, specifically identifying the proposed change to the Contract and the Work, and the proposed adjustment, if any, to the Contract Price or the Contract Time. Each such request must be accompanied by all substantiating documentation, including, but not limited to, the drawings, detailed cost estimates, and schedule analysis for the change order. 8 . STANDARDS AND COMPLIANCE Public Works Contract May 2017 Page 3 Foothill Boulevard Sound Wall Replacement Panels Project Project No . 2017 -116 Contractor will use its best efforts to complete the Work in a professional and expeditious manner, in compliance with this Contract and all applicable permit requirements. Contractor's workmanship must meet or exceed all applicable standards and must comply with all applicable local , state , and federal laws , regulations , rules , and requirements , including City ordinances . By executing this Contract, Contractor warrants that all Work will be performed by a qualified and experienced workforce , and that neither Contractor nor its subcontractors or employees are employees of City or have any other relationship with City officials , employees or consultants that would create an unlawful conflict of interest. 9. INDEPENDENT CONTRACTOR City and Contractor intend that Contractor will perform the Work under this Contract as an independent contractor. Contractor is solely responsible for its means and methods in performing the Work . Contractor is not an employee of City and is not entitled to participate in health , retirement or any other employee benefits from City . 10 . IMMIGRATION REFORM AND CONTROL ACT ("IRCA") Contractor is solely responsible for verifying the identity and employment authorization of all of its employees and subcontractors performing the Work, pursuant to the !RCA or similar federal or state rules and regulations governing employment of immigrants. Contractor must indemnify and hold City harmless from and against any loss , damage , liability , costs or expenses arising from Contractor's failure to comply with this section . 11. NON -DISCRIMINATION Discrimination against any prospective or present employee of Contractor because of race , color , ancestry national origin , ethnicity , religion , sex , sexual orientation , age , disability or marital status is strictly prohibited. Contractor, its employees and its subcontractors, must comply with all applicable local , state and federal nondiscrimination laws , including but not limited to the California Fair Employment and Housing Act, Government Code Section 11135 and Labor Code Sections 1735 and 3077 .5 . Any violation of this section constitutes a material breach of this Contract. 12 . INDEMNITY To the fullest extent allowed by law, Contractor must indemnify , defend, and hold harmless City , its City Council , boards and commissions , officers , officials , agents , employees , consultants and volunteers (individually , an "lndemnitee ," and collectively , the "lndemnitees") from and against any and all Public Wo rk s Contra ct May 2017 Pag e 4 Footh ill Bo ulevard Sound Wall Replace ment Pa nels Project Project No . 2017-116 liability, claims, stop notices, actions, causes of action, demands, losses, damages , and expenses (including legal expenses) whatsoever, including liability arising from an injury to or death of any person or damage to property or other liability of any nature, arising out of, pertaining to, or related to the performance of this Contract or the Work (collectively, "Liability"), including failure to comply with any obligations herein by Contractor or Contractor's directors, officers , officials, employees, agents or subcontractors . This indemnity obligation does not extend to Liability caused by the active negligence, sole negligence , or willful misconduct of an lndemnitee(s). Contractor's failure or refusal to timely accept a tender of defense pursuant to this Contract will be deemed a material breach of the Contract. City will timely notify Contractor upon City's receipt of any third-party claim relating to the Contract, as required by Public Contract Code Section 9201 . No lndemnitee will be personally liable to Contractor or Contractor's directors, officers, officials , employees, agents or subcontractors for any Liability . Contractor's indemnity obligations under this Contract are not limited by any limitation of the amount or type of damages or compensation payable under the workers' compensation laws or other employee benefit statutes , or by the insurance coverage or bond limits required under this Contract, and will survive the expiration or any early termination of the Contract. 13. INSURANCE Contractor must maintain the insurance coverage required in this section through the date of City's acceptance of the Work. The coverage must include the policy types and limits specified below, insuring against claims for injuries to persons or damages to property that may arise or relate to Contractor's performance under the Contract. City will not execute the Contract and issue the NTP until Contractor has submitted to City satisfactory certificates of insurance and endorsements, evidencing the type, amount, class of operations covered, and the effective dates and dates of expiration of the insurance coverage required below. The insurance must be issued by a company or companies acceptable to City and licensed to do business in the State of California, and each insurer must have an AM. Best's financial strength rating of "A" or better and a financial size rating of "VII" or better. If Contractor fails to provide or maintain any of the required insurance coverage , City may, in its sole discretion and without prior notice to Contractor, purchase such insurance at Contractor's expense and deduct the cost from payments otherwise due to Contractor, or terminate the Contract for default. A Required Policies and Limits. The following insurance policies and limits are required for this Contract, unless otherwise specified in Attachment A: (1) Commercial General Liability ("CGL'') Insurance : The CGL Public Works Contract May 2017 Page 5 Footh ill Boulevard Sound Wall Replacement Panels Project Project No . 2017-116 policy must be issued on an occurrence basis , written on a comprehensive general liability form, and must include coverage for liability arising from Contractor's or its subcontractor's acts or omissions in the performance of the Work , including contractor's protected coverage , blanket contractual , completed operations , vehicle coverage and employer's non-ownership liability coverage , with limits of at least $2 ,000 ,000 per occurrence and $4,000,000 in the aggregate . The CGL policy must protect against any and all liability for personal injury, death, or property damage or destruction arising directly or indirectly in the performance of the Contract. The CGL coverage may be arranged under a single policy for the full limits required or by a combination of underlying policies with the balance provided by excess or umbrella policies , provided each such policy complies with the requirements set forth in this Contract. (2) Comprehensive Automobile Liability Insurance : The automobile liability policy must be issued on an occurrence basis, with limits of at least $1 ,000,000 per occurrence for bodily injury and $1 ,000 ,000 per occurrence for property damage, or combined single limit of $1 ,000 ,000 per occurrence , covering owned , non- owned and hired automobiles . (3) Workers ' Compensation Insurance and Employer's Liability Insurance : The workers' compensation and employer's liability policy or policies must comply with the requirements of the California Workers' Compensation Insurance and Safety Act, providing coverage of at least $1 ,000,000 or as otherwise required by the statute . If Contractor is self-insured , Contractor must provide its Certificate of Permission to Self-Insure, duly authorized by the DIR. B. Builder's Risk Insurance. Contractor must provide builder's risk insurance only if the box below is checked. D Builder's Risk coverage is required for this Contact. The builder's risk policy must be issued for course of construction on an occurrence basis, for all-risk coverage on a 100% completed value basis on the insurable portion of the Project for the benefit of City, and name the City as a loss payee as its interest may appear. If the Project does not involve new or major reconstruction, the City may elect, acting in its sole discretion, to accept an installation floater policy instead of builder's risk. The installation floater policy must provide property damage coverage for any building , structure, machinery, or equipment damaged, impaired , broken , or destroyed during the performance of the Work , including during transit , installation, and testing at the City 's site. Public Works Contract May 2017 Page 6 Foothill Boulevard Sound Wall Replacement Panels Project Project No. 2017-116 C. Additional Insureds. City, including its City Council, boards and commissions, officers, officials, agents , employees, consultants and volunteers, must be named as additional insureds under Contractor's insurance policies required under this section, except under the worker's compensation policy . The naming of an additional insured will not affect any recovery to which the additional insured would be entitled to under the policy if not named as an additional insured . An additional insured will not be held liable for any premium, deductible portion of any loss, or expense of any nature under the policy or any extension thereof. Any other insurance held by an additional insured will not be required to contribute anything toward any loss or expense covered by Contractor's insurance . D. Notice. Each certificate of insurance must state that the coverage afforded by the policy or policies is in force and will not be reduced, cancelled or allowed to expire without at least 30 days advance written notice to City, unless due to non-payment of premiums, in which case ten days advance written notice must be provided to City . Such notice must be sent to City via certified mail and addressed to the attention of the City Manager. E. Waiver of Subrogation. Each required policy must include an endorsement providing that the carrier agrees to waive any right of subrogation it may have against City . F . Required Endorsements. The CGL policy, the automobile liability policy and the builder's risk or i_nstallation floater policy, if required, must include the following endorsements: (1) The inclusion of more than one insured will not operate to impair the rights of one insured against another, and the coverages afforded will apply as though separate policies have been issued to each insured . (2) The insurance provided is primary and no insurance held or owned by City may be called upon to contribute to a loss. (3) This policy does not exclude explosion , collapse, underground excavation hazard, or removal of lateral support . G . Forms of Certificates of Insurance and Endorsements. Each certificate of insurance and endorsement must provide the name and policy number of each carrier and policy , using a form and format acceptable to City . H. Subcontractors. Contractor must ensure that each subcontractor maintains the same insurance coverage required under this section with respect to its performance of Work on the Project, including those requirements related to Public Works Contract May 2017 Page 7 Foothill Boulevard Sound Wall Replacement Panels Project Project No . 2017-116 the naming of additional insureds and waivers of subrogation . 14 . BONDS If the Contract Price is $25,000 or more , City will not execute the Contract and issue the NTP until Contractor has provided City with a payment bond and a performance bond for the Work , each in the penal sum of not less than 100% of the Contract Price , using the bond forms included in this Contract under Attachment B, Bond Forms. Each bond must be issued by a surety admitted in California . If an issuing surety cancels a bond or becomes insolvent, Contractor must provide a substitute bond from a surety acceptable to City , within seven calendar days after written notice from City . If Contractor fails to substitute an acceptable surety within the specified time , City may, in its sole discretion and without prior notice to Contractor, purchase such bond(s) at Contractor's expense and deduct the cost from payments otherwise due to Contractor, or terminate the Contract for default. 15. ASSIGNMENT AND SUCCESSORS Contractor may not transfer or assign its rights or obligations under this Contract, in part or in whole , without City's prior written consent. The terms and conditions of this Contract are binding on Contractor's heirs , successors, and assignees. 16 . SUBCONTRACTORS Contractor may use qualified , competent subcontractors to perform up to 49% of the Work under this Contract, provided each subcontract expressly requires the subcontractor to be bound by the provisions of this Contract, including , but not limited to, the indemnity and insurance requirements . City reserves the right to reject any subcontractor of any tier, and to bar a subcontractor from performing further Work on the Project, if City , acting in its sole discretion , determines that the subcontractor's performance or failure to perform does not meet the requirements of this Contract, or for any of the reasons set forth in Public Contract Code Section 4107 . If City rejects a subcontractor pursuant to this section , Contractor must either self-perform the Work of that subcontractor or replace the subcontractor with one that is acceptable to City , at no additional cost to City . 17. UTILITIES, TRENCHING AND EXCAVATION A Contractor must call the Underground Service Alert ("USA") 811 hotline for marking of utility locations before digging . For underground service alerts for City street lighting and traffic signal conduits, Contractor must also , before commencing any Work, call the City of Cupertino Service Center at (408) 777-3269 . Public Works Contract May 2017 Page 8 Footh ill Boulevard Sound Wall Replacement Panels Project Project No. 2017-116 B. As required by Government Code Section 4215, if, while performing the Work, Contractor discovers utilities or utility facilities not identified by City, Contractor must immediately provide written notice to City and to each known utility . C . As required by Government Code Section 7104, Contractor must promptly notify City in writing if Contractor finds any of the three conditions listed below, and wait for further direction from City before disturbing such condition(s). Following such notice , City will promptly investigate and if City finds that one or more of the following three conditions is or are present and that the presenters of any such condition will cause a decrease or increase in Contractor's cost of or time required for performance of the Work, City will amend the Contract Time or Contract Price for the Work as required by law: (1) Material that Contractor believes may be a hazardous waste as defined in Health and Safety Code Section 25117 , that is required to be removed to a Class I, Class II, or Class Ill disposal site in accordance with the law; (2) Subsurface or latent physical conditions at the Project worksite differing from those indicated by information about the worksite made available to Contractor; and (3) Unknown physical conditions at the Project worksite of any unusual nature, materially different from those ordinarily encountered and from those generally recognized as inherent in the character of the Work. D . As required by Labor Code Section 6705 , if the Contract Price exceeds $25,000 and the Work includes the excavation of any trench or trenches of five feet or more in depth, a detailed plan must be submitted to City, or its civil or structural engineer, for acceptance in advance of the excavation . The detailed plan must show the design of shoring, bracing, sloping , or other provisions to be made for worker protection from the hazard of caving ground during the excavation . If the plan varies from the shoring system standards, it must be prepared by a registered civil or structural engineer. Use of a shoring, sloping , or protective system less effective than that required by the Construction Safety Orders is prohibited . 18 . DAILY REPORTS Contractor must maintain daily reports on the Work and submit them to City upon completion of the Project, or at any time upon request by City . Each daily report must describe : the Work performed that day; the number of workers performing the Work and hours worked ; the equipment and hours of labor used Public Works Contract May 2017 Page 9 Foothill Boulevard Sound Wall Replacement Panels Project Project No . 2017-116 for each task; a description of weather conditions; and any circumstances affecting the planned progress of the Work. All such reports are the exclusive property of City , but Contractor is permitted to retain copies of the daily reports for its records . 19 . RECORDS Unless otherwise specified in Attachment A , Contractor must maintain and update a separate set of as-built drawings while the Work is being performed , showing any changes from the Work as planned in Attachment A, or any drawings incorporated into this Contract. The as-built drawings must be updated as changes occur, on a daily basis if necessary. Actual locations to scale must be identified on the as-built drawings for all major components of the Work, including but not limited to , as applicable : mechanical , electrical and plumbing work ; HVAC systems; utilities and utility connections ; and any other components City determines should be included in the final record drawings of the Project. Deviations from the original drawings must be shown in detail , and the location of all main runs , including but not limited to piping, conduit, ductwork, and drain lines, must be shown by dimension and elevation . 20. NOTICES All notices, demands, requests or approvals under this Contract must be given or made in writing and sent to the other party by personal delivery, U.S . Mail , a reliable overnight delivery service , facsimile, or by email as a PDF (or comparable) file. Notice is deemed effective upon delivery unless otherwise specified. Notice for each party must be given as follows: City: City of Cupertino 10300 Torre Avenue Cupertino CA 95014 Attention : Chad Mosley Copy to : Timm Borden Contractor: Oldcastle Precast , Inc. One Lice Oak Avenue , Morgan Hill , CA 95037 Attention: ---------Copy to : 21. URBAN RUNOFF MANAGEMENT Public Works Contract May 2017 Foothi ll Boulevard Sound Wall Replacement Pan els Project Page 10 Project No . 2017-116 All Work on the Project must fully comply with federal , state , local and City regulations concerning stormwater management. Contractor must avoid creating excess dust when breaking asphalt or concrete and during excavation and grading . If water is used for dust control, Contractor will use only the amount of water necessary to dampen the dust. Contractor will take all steps necessary to keep wash water out of the streets, gutters and storm drains. Contractor will also develop and implement erosion and sediment controls to prevent pollution of storm drains . Contractor must implement these controls prior to the start of the Work , upgrade them due to weather conditions or as otherwise required by City, maintain them during construction or other Work phases to provide adequate protection , and remove them at the end of construction and completion of the Work. Such controls must include, but will not be limited to , the following requirements: A Install storm drain inlet protection devices such as sand bag barriers, filter fabric fences , and block and gravel filters at all drain inlets impacted by construction. During the annual rainy season, from October 1 through June 15 , storm drain inlets impacted by construction work must be filter-protected. Storm drain inlets will be filter-protected from onsite de-watering activities and saw-cutting activities. Shovel or vacuum saw-cut slurry and remove from the Work site . B. Cover exposed piles of soil or construction material with plastic sheeting . Store all construction materials in containers . C. Sweep and remove all materials from paved surfaces that drain to streets, gutters and storm drains prior to rain as well as at the end of each work day. When the Work is completed, wash the streets and collect and dispose of the wash water offsite , in an appropriate location and lawful manner. D. After breaking old pavement, remove all debris to avoid contact with rainfall or runoff. E. Maintain a clean work area by removing trash , litter, and debris at the end of each work day and also when the Work is completed. Clean up any leaks , drips, and other spills as they occur. F. The requirements stated above are intended to be used in conjunction with the California Stormwater Quality Association and California Best Management Practices Municipal and Construction Handbooks , local program guidance materials from municipalities , and any other applicable documents on stormwater quality controls for construction . Contractor's failure to comply with this section will result in the issuance of noncompliance notices , citations , Work stop orders and regulatory fines . 22. EARLY TERMINATION Public Works Contract May 2017 Page 11 Foothill Boulevard Sound Wall Replacement Panels Project Project No. 2017-116 City may terminate this Contract for convenience , upon written notice to Contractor. City may also terminate this Contract for cause . If Contractor fails or refuses to perform the Work as required under this Contract, Contractor will be deemed in default. If the default is not cured to City's satisfaction within two days after delivery of written notice of default to Contractor, City may, in its sole discretion , elect to do one or more of the following : A Terminate the Contract immediately, upon written notice to Contractor. B. Complete the Work using City's own forces and charge Contractor for all resulting costs and expenses , including City staff time . C . Retain another contractor to complete the Work and charge Contractor for all resulting costs and expenses. D . Require the performance bond surety to pay for completion of the Work . E. Pursue any other remedy available to City at law or under this Contract. If City terminates the Contract for convenience or for cause , City will only owe Contractor payment for the Work satisfactorily performed before Contract termination . Nothing in Section 23 below is intended to delay, abridge or bar City 's right to terminate this Contract early pursuant to this section. 23 . DISPUTE RESOLUTION, LAW AND VENUE Any dispute arising under or relating to this Contract is subject to the dispute resolution procedures of Public Contract Code Section 20104 et seq ., which are i ncorporated by reference . Interpretation and enforcement of this Contract is governed by California law. Venue for any legal action filed in relation to this Contract is the Superior Court for the County of Santa Clara, California, and no other place . 24 . ADVERTISEMENT Contractor may not post, exhibit, or display any advertising signage at the Project site without prior written approval from City . This section does not apply to signage intended or required for general safety while the Work is in progress. 25. WAIVER A waiver by City of any breach of any term , covenant , or condition in this Contract will not be deemed a waiver of any subsequent breach of the same or Public Works Contract May 2017 Page 12 Foothill Boulevard Sound Wall Replacement Panels Project Project No . 2017-116 any other term , covenant, or condition contained herein, regardless of the character of any such breach . 26. WARRANTY Contractor guarantees and warrants the Work and the materials used or provided for the Project for a period of one year , beginning upon City 's acceptance of the Work for the Project as complete ("Warranty Period "). During the Warranty Period , upon notice from the City of any defect in the Work or the materials, Contractor must, at its sole expense , promptly repair or replace the defective Work or materials, including repair or replacement of any other Work or materials that is or are displaced or damaged during the warranty work , excepting any damage resulting from ordinary wear and tear. 27 . INTEGRATION This Contract, Attachments A and B, and the documents and statutes attached, referenced or expressly incorporated herein , including any duly authorized and executed amendments or change orders to the Contract, constitute the full and complete understanding of every kind or nature whatsoever between City and Contractor with respect to the Work and the Project. No oral agreement or implied covenant will be enforceable against City . If any provision or authorized modification to this Contract is determined by a court of competent jurisdiction to be illegal, invalid or unenforceable, all other provisions will remain in full force and effect. 28 . SURVIVAL Section 12 (Indemnity), Section 23 (Dispute Resolution), and Section 26 (Warranty) expressly survive termination or expiration of the Contract. 29. INSERTED PROVISIONS Each provision and clause required by law to be inserted in this Contract is deemed to be inserted , and the Contract will be construed and enforced as though each was included . If through mistake or otherwise any such provision was not inserted , or not correctly inserted, the Contract will be deemed amended accordingly . 30 . CAPTIONS The captions in this Contract are for convenience only and are not a part of the Contract. They do not affect , limit or amplify the terms or provisions of the Contract. 31. AUTHORIZATION Public Works Contract May 2017 Page 13 Foothill Boulevard Sound Wall Replacement Panels Project Project No. 2017-116 Each individual signing below warrants that he or she is authorized to do so by the party that he or she represents, and that this Contract is legally binding on that party . If Contractor is a corporation , signatures from two officers of the corporation are required pursuant to California Corporations Code Section 313. Public Works Contract May 2017 Page 14 Foothill Boulevard Sound Wall Replacement Panels Project Project No . 2017-116 The parties agree to this Contract as witnessed by the signatures below: OLDCASTLE PRECAST, INC. A California corporation Name James C . Fe lice Title Manager -Chief Estimator Date June 1 2 0 17 By_-__________ _ Name -----------T itle ------------Date ------------ CITY OF CUPERTINO RECOMMEN ?~OR APPROVAL By ~~-- Name C t-JA D /VI O 5[.,E,y' Title C!..1 r'( c1J v-1 tJc((( Date 'i> I 1 / 1'1 APPROVED AS TO FORM: .rf'if~ ~ ~. Name ~Bv (dltl: t:_f9rv1 Attachment A: Scope of Work Attachment B: Bond Forms Publi c Works Con tra ct May 201 7 City Attorney ~ ~ " _ Date b \ ~\ 1-r Grace Schmidt City Clerk , Date ~ --1 S--1 '] Contract Amount: $14,770 P. 0 . No. pl> '1-rJ-t~-+--~S'f-;:-r--2----- Account No . 100-86-824-700-702 Page 15 Footh ill Boulevard Sound Wall Re placement Pa nels Proj ect Attachment A Scope of Work Contractor will perform the following Work for the Project , within the Contract Time set forth in Section 2 and for the Contract Price set forth in Section 3 of this Contract: Replace damaged sou.nd wall panels on Foothill Boulevard adjacent to the westerly property line of 10675 Baxtor Avenue , Cupertino , California , and consisting more particularly of the following items : • Remove and dispose of two each damaged precast concrete wall panels. • Fabricate and install two each new precast concrete wall panels . • Patch and paint two each precast concrete wall panels. See the attached photo of the damaged section of wall , and the attached proposal from Oldcastle Precast, Inc., for additional information and exclusions. Contractor shall notify the City at least 48 hours prior to commencement of work in order to coordinate traffic control facilities that will be the responsibility of the City to implement. Public Works Contract May 2017 Page 16 Foothill Boulevard Sound Wall Replacement Panels Project Attachment A Photograph !Attachment A -Proposal 0 Oldcastle Precast, Inc~ One Live Oak Avenue, Morgan Hill , California 950 3 7 May 2 , 2017 Mr . Chad Mosley City of Cupertino -Public Works Department 10300 Torre Avenue Cupertino , California 95014 (408) 777 -7604 (408) 777 -3333 chadm@cupertino .org Reference : Wall Panels Replacement Foothill Boulevard Cupertino , California Proposal No . 170502 Dear Chad, We are pleased to submit our proposal for the above referenced project. SPECIFIC INCLUSIONS TO THIS PROPOSAL: A) Remove and dispose of two each damaged precast concrete wall panels . B) Fabricate and install two each new precast concrete wall panels . C) Patch and paint two each precast concrete wall panels . SPECIFIC EXCLUSIONS TO THIS PROPOSAL: A) Any interface with existing businesses or residences . B) Providing permits , e . g . encroachment permits , or right of way access . www.oldcastle .com Office (40 8 ) 779-1000 Fa x (408) 77 8-1255 C) Traffic controls , pedestrian controls, lane closures or formal plans for same . D) Project site safety , security or temporary fencing . E) Removing , repairing or replacing metal beam guard rails or signage . F) Exactly matching the existing walls' style , texture or color. SPECIFIC CONDITIONS TO THIS PROPOSAL: A) This proposal is based on a May 1, 2017 project site v isit. B) This proposal and Attachment "A" must be incorporated into any contract agreement. AMOUNT: $14,770.00 lump sum . City of Cupertino -Public Works Department Wall Panels Replacement Proposal No. 170502 May 2 , 2017 Page two Should you have any questions regarding the foregoing, please feel free to contact me . Thank you for your consideration in this matter. Respectfully yours, James C . Felice Chief Estimator JCF/1 * The undersigned client accepts this proposal, including its conditions and exclusions, and authorizes the commencement of its scope of work. CLIENT SIGNATURE ACCEPTANCE DATE CLIENT TITLE 0 Oldcastle Precast, Inc~ One Liv e Oa k Avenue, Morgan Hill , California 95037 ATTACHMENT "A" STANDARD EXCLUSIONS TO ALL PROPOSALS: A) Providing project site engineering or staking . www.oldcastle .com Office (408) 779 -1000 Fa x (408) 778 -1255 B) Providing all-weather access to the wall line, clearing, demolition or landscape trimming . C) Providing bottom-of-wall grade (to be at 8 .0 .W . elevation or 0 .1 feet below), spoil removal I handling , backfilling or grade reconstruction . D) The cost of any permits , bonds , inspections , testing , de-energizing power lines or flagmen . E) The cost of any equipment larger than or more specialized than our standard equipment (which is a Texoma 270 drill rig and a Tadano 28 ton crane) or the cost of any specialized construction techniques (such as casing holes , pumping concrete , etcetera) required due to adverse project site conditions (such as rock , loose cobbles , sand, underground water, inaccessible wall line , etcetera). F) More than one move-in for our scope of work. G) Any credit/ reimbursement for participating in an Owner Controlled Insurance Program (or similar) or the cost of any deductible/ S.I .R. or specialized insurance coverage (such as errors and omissions insurance). STANDARD CONDITIONS TO ALL PROPOSALS: A) All proposals are based on Oldcastle Precast -Sierra Walls ' structural engineering , design and standard product dimensions/ specifications/ tolerances . B) Before the commencement of our scope of work we require correct and current preliminary lien information . C) Oldcastle Precast -Sierra Walls shall not be held responsible for damage done to any project site facility; including but not limited to any unmarked underground utilities, landscaping, paving , hardscape , et cetera . Oldcastle Precast -Sierra Walls shall notify Underground Service Alert (U .S.A.) before the commencement of our scope of work. D) Unless stated otherwise, monthly progress payments shall be based on field measured quantities using the quoted unit prices . Retention may be withheld "only" up to thirty-five days after the completion of each phase of our scope of work . E) If Oldcastle Precast -Sierra Walls or its client institute a suit in court against the other party , or its surety , the party which prevails in that suit shall be entitled to recover from the other any reasonable attorney's fees . F) This attachment is an integral part of all proposals and must be incorporated into any contract agreement. Certificate of Insurance TfllS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATIO N ONLY AND CONFERS NO RIGHTS UPON YOU TIJE CERT IFICAfE HOLDER . TlllS CERTIFICATE IS NOT AN INSURANCE POLICY AND DOES NOT AMEND, EX1END, OR ALTER THE COVERAGE AFFORDED BY THE POLICIES LISTED BELOW. POLICY LIMITS ARE NO LESS THAN THOSE LISTED ALTHOUGH POLICIES MAY INCLUDE ADDITIONAL SUBLIMJT/L IMITS NOT LISTED BELOW . This is to Certify that ~dcastle Precast Inc -030 One Live Oak Avenue Morgan Hill CA 95037 L ' _J NAME AND ADDRESS OF INSURED ~ Lihe!:!Y Mutual. ~ INSURANCE is, at the issue date of this certificate, insured by the Company und er the policy(ies) listed below . The insurance afforded by th e listed po li cy(ies) is subject to all their terms, exc lusions and Conditions and is not al tered by any requirement, term or condition of any contract or other document with respect to which this certificate may be issued. EXP DATE TYPE OF POLICY D CONTINUOUS POLICY NUMBER LIMIT OF LIABILITY 0EXTENDED [Z) POLICY TERM WORKERS 9/1/2017 WA 7-CBD-004095-026 COVERAGE AFFORDED UNDER we EMPLOYERS LIABILITY LAW OF THE FOLLOWING STATES : COMPENSATION WC7-C81-004095-016 -026: All States except OH, ND , Bodily lr!£°ry b)' Accident WA,WY 1 000 000 Each Accident -016 : WI Bodily Inju ry By Disease $1 000 000 "-'-•· I , •• ,, Bodily Injury By Di sease $1 000 000 MD•~•• COMMERCIAL 9/1/2017 TB2-C81-004095-116 General Aggregate GENERAL LIABILITY I $4,000,000 (ZI OCCURRENCE -Per Project Aggregate included. Products / Comp leted Operations Aggregate D CLAIMS MADE $4,000,000 Each Occurrence $2 000 000 I RETRO DATE I Personal & Advertising Injury $2,000,000 Per Person / Organization Other ~her Dam~ec;ho Premises Rented to Medical Exp: $5 ,000 You· nnn AUTOMOBILE 9/1/2017 AS2-C81-004095-126 Each Accident-Single Limit LIABILITY $2 000 000 8.1. And P.O. Combined 0oWNED Each Person (ZI NON-OWNED Each Accident or Occurrence IZJHIRED Each Accident or Occurrence OTHER 9/1/2016 -9/1/2017 AS2-C81 -054502-526 Ph.(csical Damage only Automobile policy -J 0,000 Comp -10,000 Coll ADDITIONAL COMMENTS City of Cupertino -Public Works Department , including its City Council, boards and commissions, officers, officials , agents, employees , consultants and volunteers, is listed as additional insured with regards to the general liability and automobile liability policies , on a primary and non-contributory basis , where required by written contract. Waiver of subrogation is included in favor of the additional insured, where required by written contract, and where applicable by law. • If the certificate expiration date is continuous or extended term, you will be notifi ed if coverage is terminated or reduced before the certificate expiration date . NOTICE OF CANCELLATION: (NOT APPLICABLE UNLESS A NUMBER OF DAYS IS ENTERED BELOW.) BEFORE THE STATED EXPIRATION DATE TIJE COMPANY WILL NOT CANCEL OR REDUCE THE INSURANCE AFFORDED UNDER THE ABOVE POLICIES UNTJI. AT LEAST 30 DAYS NOTICE OF SUCH CANCELLATION HAS BEEN MAILED TO: !,City of Cupertino -Public Works Department 10300 Torre Avenue Liberty M utual Insurance Group Valerie Reece ; t; Cupertino CA 9501 4 Fairfield / 049C 9450 Seward Road AUTHORIZED REPRESENTATIVE =.,, ~~ u Fairfield OH 45014 800-332-3226 6/5/2017 L _J OFFICE PHONE DATE ISSUED This certificate is executed by LIBERTY MUTUAL INSURANCE GROUP as respect s such insurance as is afforded by those Companies NM 772 07-10 360 1 079'3 I LM_44 I 9/1 6-9/1 7 -Standard Limi ts 5/2 I David Heneb roeker I 6/5/2017 1:59;06 PM (CDT) I Page 1 of 1 LOI COi 268896 02 11 POLICY NUMBER: AS2-C61-004095-126 COMMERCIAL AUTO CA20481013 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. DESIGNATED INSURED FOR COVERED AUTOS LIABILITY COVl;RAGE This endorsement modifies Insurance provided under the following: AUTO DEALERS COVERAGE FORM BUSINESS AUTO COVERAGE FORM MOTOR CARRIER COVERAGE FORM With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by thfs endorsement. This endorsement identlfles person(s) or organlzatlon(s) who are •;nsuredsN for Covered Autos Liability Coverage under the Who Is An Insured pr9vlsion of the Coverage Form . This endorsement does not alter coverage provided in the Coverage Form. SCHEDULE Name Of Person(s) Or Organization(s): Any person or organization whom you have agreed in writing to add as an additional Insured, but only to coverage and minimum limits of insurance required by the wrmen agreement, and in no event to exceed either the scope of coverage or the limits of Insurance provided in this policy. Information reQulred to complete this Schedule if not shown above will be shown In the Declarations. Each person or organization shown in the Schedule Is an_ ':'Insured" for Covered Autos Liability Coverage, but only to the extent that person or organization qualifies as an "Insured~ under the Who Is An Insured provision contained in Paragraph A.1. of Section II - Covered Autos Liability Coverage rn the Business Auto and Motor Carrier Coverage Forms and Parag~ph 0.2. of Section I -Covered Autos Coverages of the Auto Dealers Coverage Form. CA20481013 @ Insurance Services Office , Inc., 2011 Page1 of1 POLICY NUMBER: TB2-C81-004095-116 COt,M:R.CIAL GENER.AL LIABILITY CG25030509 THIS ENDORSENENTCHANGES THE POLICY. PLEASE READ IT CAREFULLY. DESIGNATED CONSTRUCTION PROJECT(S) GENERAL AGGREGATE LIMIT This endorsement modifies Insurance provided under the following: COMMERCIAL GENERAL LIABILllY COVERAGE PART A. For all sums which the Insured becomes legally obligated to pay as damages caused by •occur- rences• under Section I -Coverage A. and for all medicaJ expenses caused by accidents under Section I -Coverage C. which can be attributed only to ongoing operations at a si'lgle designated construction project shown in the Schedule below: 1. A separate Designated Construction Project General Aggregate LJml applies to each des- ignated construction project, and that limit Is equal to the amount of the General Aggregate Limit shown in the Declarations. 2. The Designated Construction Project General Aggregate Umll ls the most we wil pay for the sum of all damages under Coverage A, ex- cept damages because of "bodiy injury" or •property damageff ilduded In the •products- completed operations hazard•, and for medi- cal expenses under Coverage C regardless of the number of: a. Insureds; b. Oaims made or •suits" brought; or c;. Persoms or organizations making claims or bringing "sua•. 3. Any payments made under Coverage A for damages or under Coverage C for medical e,cpenses shall reduce the Designated con- struction Project General Aggregate Limit for that designated construction project. Such payments shall not reduce the General Ag- gregate Limit shown in the Declarations nor shall they reduce any other Designated con- struction Project General Aggregate Uml for any other de::;lgnated construction project shown in the Schedule below. 4. The limits shown in the Declarations for Eac,h Occurrence, Damage To Premises Rented To You and Medical Expense continue to apply. However, Instead of being subject to the General Aggregate Limil shown in the Decla- rations. such limb will be subject to the appli- cable Designated Construction Project Gen- eral Aggregate Limit. s. For all sums whic;h the insured becomes legally obligated to pay as damages caused by "occurrences· under Section I -Coverage A. and for all medical expenses caused by accidents under Section I -Coverage C. which cannot be attrbuted only to ongoing operations at a single designated construction project shown in the Schedule below: 1. Any payments made under Coverage A for damages or under Coverage C for medical expenses shall reduce the amount avalable under the General Aggregate Lirnl or the Products-completed Operations Aggregate Linlt, whichever Is applicable; and 2. Such payments shall not reduce any Designated Construction Project General Aggregate Limit. C. When coverage for liabiity arising out of the •products-completed operations hazard• is prov- Ide d, any payments for damages because of ·bodffy injury" or "property damage a Included in the "products-completed operations hazard" wDI reduce the Products-completed Operations Agg~ regate Limit. and not reduce the General Agg- regate Lirnl nor the Designated Construction Project General Aggregate Limit. D. If the applicable designated construction project has been abandoned, delayed, or abandoned and then restarted, or if the authorized contracting parties deviate from plans. blueprints, designs. specifJCations or timetables, the project will still be deemed to be the same construction project E, The provisions of Section Ill -Limits Of Insurance not otherwise modified by this endorsement shall continue to apply as stipulated. CG250305 09 e Insurance Services Office, Inc., 2008 Page 1 of 2 SCHEDULE Designated Construction ProJect(s): All Projects. lnfonnation required to complete this Schedule, if not sh~wn above; will be shown in the Dedaratlon:s. CG25030509 C Insurance Services Office, Inc., 2008 Page 2 of 2 WAIVER OF OUR RJGHT TO RECOVER FROM OTHERS ENDORSEMENT· CALIFORNIA We have the right to recover our payments from anyone liable for an injury covered by this policy. We wHI not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) You must maintain payroll records accurately segregating the remuneration of your employees whBe engaged in the work described in the Schedule. The additional premium for this endorsement shall be 2% of the Cslifomia workers' compensation premium otherwise due on such remuneration. Schedule Additional premium is a percent of the California Manual Workers Compensation premium. Subject to a minimum premium charge of$ 250 per policy. Person or Organization Where required by contract or written agreement prior to loss and allowed by law. Issued by Lib~ Insurance Corporation 21814 For attachment to Policy No. WA7-c8D-004095-026 lswed to Oldc:astle, Inc. Job Desctiption Eff~Date Premium$ WC040306 Page I of 1 Ed:04n984 POLICY NUMBER: AS2-C81-054505-526 COMMERCIAL AUTO CA:04 4410 13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US (WAIVER OF SUBROGATION ) This endorsement modifies insurance provided under the following: AUTO DEALERS COVERAGE FORM BUSINESS AUTO COVERAGE FORM MOTOR CARRIER COVERAGE FORM With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by the endorsement. SCHEDULE Name(s) Of P9r.?on(s) Or Organization(s): Any person or 9rganization for whom you ~rforrn work under a written contract if the contract requires you to obtain this agreement from us, but only if the contract is executed prior to the injury or damage occurring . Premium:$ INCL Information required to complete this Schedule, if not shown above, will be shown in the Declarations. The Transfer Of Rights Of Recovery Against Others To Us condition does not apply to the person(s) or organization(s) shown in the Schedule, but only to the extent that subrogatio.n is waived prior to the "accident" or the ioss" under a cqntract with that person or organization . CA 04441013 © Insurance Services Office, Inc., 2011 Page 1 of 1