09-120 Golden State Bridge, IncProject No. 2005-9449
DOCUMENT 00650
AGREEMENT AND RELEA;3E OF ANY AND ALL CLAIMS
THIS AGREEMENT AND RELEASE OF ANY AND ALL CLAIMS ("Agreement and Release"), made and entered
into this /G rN day of S~ t~ , 2009, by and between the City of Cupertino ("City"), and Golden State
Bridge, Inc. ("Contractor"), whose place of business is at S~O1 Howe Road, Martinez, CA 94553
RECITALS
A. City and Contractor entered into Contract P.O.03:'.707 (the "Contract").
B. The Work under the Contract has been completed.
Now, therefore, it is mutually agreed between Cit} and Contractor as follows:
AGR>=;EMENT
Contractor will not be assessed liquidated damage;; except as detailed below:
N/A
Original Contract Sum $ 7,469,735.00
Modified Contract Sum $ 8,159,092.41
Golden State Bridge Payment to Date $ 7,341,690.79
Escrow Payment to Date $801,201.62
Liquidated Damages $ 0
Payment Due Contractor $ 16,200.00
2. Subject to the provisions of this Agreement and Release, City will forthwith pay to Contractor the sum of $
Sixteen Thousand One Hundred Ninety Nine Dollars and Ninety Nine Cents ($ 16,199.99) under the Contract,
less any amounts withheld under the Contract or represented by any Notice to Withhold Funds on file with City
as of the date of such payment.
Contractor acknowledges and hereby agrees that there are no unresolved or outstanding claims in dispute
against City arising from the Contract, except for ~:he claims described in paragraph 4 of this Document 00650.
It is the intention of the parties in executing this Agreement and Release that this Agreement and Release shall
be effective as a full, final and general release o1' all claims, demands, actions, causes of action, obligations,
costs, expenses, damages, losses and liabilities of Contractor against City, and all if its agents, employees,
consultants (including without limitation Consulting Cupertino), inspectors, representatives, assignees and
transferees except for the Disputed Claims set forth in paragraph 4 of this Document 00650. Nothing in this
Agreement and Release shall limit or modify Contractor's continuing obligations described in paragraph 6 of
this Document 00650.
City of Cupertino Agreement and Release of Any and All Claims
Mary Ave. Bicycle Footbridge 0(1650 - 1
Re-Bid
Project No. 2005-9449
4. The following claims are disputed (hereinafter, the "Disputed Claims") and are specifically excluded from the
operation of this Agreement and Release:
Claim No. Date Submitted Description of Claim Amount of Claim
NOP~E
Consistent with California Public Contract Code :iection 7100, Contractor hereby agrees that, in consideration
of the payment set forth in paragraph 2 of this, Document 00650, Contractor hereby releases and forever
discharges City, and all of its agents, employees, consultants, inspectors, assignees and transferees from any and
all liability, claims, demands, actions or causes of action of whatever kind or nature arising out of or in any way
concerned with the Work under the Contract
6. Guarantees and warranties for the Work, and any other continuing obligation of Contractor, shall remain in full
force and effect as specified in the Contract Documents.
Contractor shall immediately defend, indemnify and hold harmless the City of Cupertino, Santa Clara County,
its Architect, any of their Representatives, and all of their agents, employees, consultants, inspectors, assignees
and transferees, from any and all claims, demands, actions, causes of action, obligations, costs, expenses,
damages, losses and liabilities that may be asserted against them by any of Contractor's suppliers and/or
Subcontractors of any tier and/or any suppliers to them for any and all labor, materials, supplies and equipment
used, or contemplated to be used in the performam~e of the Contract, except for the Disputed Claims set forth in
paragraph 4 of this Document 00650.
8. Contractor hereby waives the provisions of California Civil Code Section 1542, which provides as follows:
A general release does not extend to cllaims that the creditor does not know or
suspect to exist in his favor at the time of executing the release, which if known
by him, must have materially affected leis settlement with the debtor.
9. The provisions of this Agreement and Release a.re contractual in nature and not mere recitals and shall be
considered independent and severable, and if any such provision or any part thereof shall be at any time held
invalid in whole or in part under any federal, state, county, municipal or other law, ruling, or regulation, then
such provision, or part thereof shall remain in force and effect only to the extent permitted by law, and the
remaining provisions of this Agreement and Rel~:ase shall also remain in full force and effect, and shall be
enforceable.
10. Contractor represents and warrants that it is the true and lawful owner of all claims and other matters released
pursuant to this Agreement and Release, and that ir, has full right, title and authority to enter into this instrument.
Each party represents and warrants that it has bef~n represented by counsel of its own choosing in connection
with this Agreement and Release.
11. All rights of City shall survive completion of the Work or termination of the Contract, and execution of this
Agreement and Release.
City of Cupertino Agreement and Release of Any and All Claims
Mary Ave. Bicycle Footbridge 00650 - 2
Re-Bid
city xan
10300 Torre Avenue
Cupertino, CA 95 0 1 4-325 5
(408)777-3354
CUPERTINO
PUBLIC WORKS DEPARTMENT
CERTIFICATE OI~ COMPLETION
AN D
NOTICE OF ACCEPTANCE OF COMPLETION
MARY AVENC7E BICYCLE FOOTBRIDGE PROTECT
PROJECT NUMEIER ZOOS-9449
NOTICE IS HEREBY GIVEN THAT I, Ralph A. Qualls, Jr_, Director of Public Works
and City Engineer of the City of Cupertino, California, do hereby certify that the work and
improvements in hereinafter described in the contract which was entered into, by, and between
the City of Cupertino and Golden State Bridge on November 21, 2007, in accordance with the
plans and specifications for said work, have been completed to my satisfaction and acceptance of
completion was ordered on September 15, 2009.
That said work and improvements consisted of furnishing all labor, materials, tools, and
equipment required to complete said project, all as more particularly described in the plans and
specifications for said project.
Director of Public Works and
City Engineer of the City of Cupertino
Date: September 17, 2009