Loading...
20-025 A-1 Fence, Inc., Sports Center Fence Repairs - Incident #19-342-0202C CITY OF PUBLIC WORKS CONTRACT $60,000 OR LESS CUPERTINO 1. PARTIES This public works contract("Contract") is made by and between the City of Cupertino("City"),and A-1 Fence Inc. ,a Corporation ("Contractor")for Sports Center Fence Repairs-Incident#19-342-0202C and is effective on the last date signed below("Effective Date"). 2. SCOPE OF WORK Contractor will perform and provide all labor,materials,equipment, supplies,transportation and any other items or work necessary to perform and complete the work required for the Project("Work"), as required in the Scope of Work,attached here and incorporated as Exhibit A,and in accordance I with the terms and conditions of this Contract. 3. TIME FOR COMPLETION 3.1 Term. This Contract begins on the Effective Date and ends on 7/30/20 ("Contract Time")unless terminated earlier as provided herein. Contractor's Work shall begin on the date shown on a written Notice to Proceed("NTP")and must be fully completed within the Contract Time or on the date specifically provided in the Notice to Proceed.The City Engineer will not issue a NTP until the Contract is fully executed by both parties and City has received satisfactory proof of insurance and any perfomance and payment bonds that may be required. The Director of Public Works may authorize the extension of the Contract Time by up to sixty(60)calendar days through a written amendment to this Agreement,provided such extension does not include additional contract funds. 3.2 Time is of the essence for Contractor's performance and completion of the Work. Contractor must have sufficient time,resources,and qualified staff to deliver the work on time. 3.3 Liquidated damages of$200.00 will be charged for each day of unexcused delay, or City may deduct the amount from Contractor's payments. Liquidated damages are based on reasonably foreseeable consequences of delay and may include intangible losses which the Parties agree may be difficult to ascertain,such as loss of public confidence in City and its contractors, interference or loss of use of public facilities, and extended disruption to thepublic. 4. COMPENSATION 4.1 Maximum Compensation. City will pay Contractor for satisfactory performance of the Work an amount that will based on actual costs but that will be capped so as not to exceed$2750.00 ("Contract Price"), for all of Contractor's direct and indirect costs, including all labor, materials, supplies,equipment,taxes, insurance, bonds, and all overhead costs. Public Works Project:Sports Center Fence Repair-Incident#19-342-0202C Public Works Contract$60,000 Rev.Sept.2019 Page l of 12 i i i 4.2 Invoices and Payments. Contractor must submit an invoice on the fist day of each month, describing the Work performed during the preceding month, itemizing labor,materials, equipment and any incidental costs incurred. Contractor will be paid ninety-five percent(95%)of the undisputed amounts billed within thirty(30)days after City receives a properly submitted invoice.Any retained amounts will be included with Contractor's final payment within sixty(60)days of City's acceptance of the Work as complete. I 5. INDEPENDENT CONTRACTOR i 5.1 Status. Contractor is an independent contractor and not an employee of City. Contractor is solely responsible for the means and methods of performing the Work and for the persons under this employment. Contractor is not entitled to worker's compensation or any other Citybenefits. 5.2 Contractor's Qualifications.Contractor warrants on behalf of itself and its subcontractors that they have the qualifications and skills to perform the Work in a competent and professional manner and according to the highest standards and best practices in the industry. 5.3 Permits and Licenses.Contractor warrants on behalf of itself and its subcontractors that they are properly licensed,registered,and/or certified to perform the Work as required by law,and have procured a City Business License,if required by the Cupertino Municipal Code. Contractor shall possess a California Contractor's License in good standing for the following classification(s): C-13 ,which must remain valid for the entire Contract Time. 5.4 Subcontractors.Only Contractor's employees are authorized to work under this Contract. Prior written approval from City is required for any subcontractor,and the terms and conditions of this Contract will apply to any approved subcontractor. 5.5 Tools,Materials,and Equipment.Contractor will supply all tools,materials and equipment required to perform the Work under this Contract. 5.6 Pavment of Benefits and Taxes. Contractor is solely responsible for the payment of j employment taxes incurred under this Agreement and any similar federal or state taxes. Contractor and any of its employees, agents,and subcontractors shall not have any claim under this Agreement or otherwise against City for seniority,vacation time, vacation pay,sick leave,personal time off, overtime,health insurance,medical care,hospital care,insurance benefits,social security, disability,unemployment,workers compensation or employee benefits of any kind. Contractor shall be solely liable for and obligated to pay directly all applicable taxes,fees,contributions,or charges applicable to Contractor's business including,but not limited to,federal and state income taxes. City shall have no obligation whatsoever to pay or witlihold any taxes or benefits on behalf of Contractor. Should any court, arbitrator,or administrative authority,including but not limited to the California Public Employees Retirement System(PERS),the Internal Revenue Service or the State Employment Development Division, determine that Contractor,or any of its employees, agents,or subcontractors, is an employee for any purpose,then Contractor agrees to a reduction in amounts payable under this Agreement,or to promptly remint to City any payments due by the City as a result of such determination,so that the City's total expenses under this Agreement are not i greater than they would have been had the determination not been made, Public Works Project:Sports Center Fence Repair-Incident 9 19-342-0202C Public Works Contract$60,000/Rev.Sept.2019 Page 2 of 12 I I 6. CHANGE ORDERS Amendments and change orders must be in writing and signed by City and Contractor. Contractor's request for a change order must specify the proposed changes in the Work, Contract Price, and I Contract Time.Each request must include all the supporting documentation,including but not limited to plans/drawings,detailed cost estimates,and impacts on schedule and completion date. 7. ASSIGNMENTS,SUCCESSORS I Contractor shall not assign,hypothecate,or transfer this Contract or any interest therein, directly or indirectly, by operation of law or otherwise,without prior written consent of City.Any attempt to do so will be null and void. Any changes related to the financial control or business nature of Contractor as a legal entity is considered an assignment of the Contract and subject to City approval, which shall not be unreasonably withheld. Control means fifty percent(50%)or more of the voting power of the business entity.This Contract is binding on Contractor,its heirs,successors, and permitted assigns. 8. PUBLICITY/SIGNS Any publicity generated by Contractor for the Project dwing the Contract Time,and for one(1)year thereafter must credit City contributions to the Project.The words"City of Cupertino"must be displayed in all pieces of publicity,flyers,press releases,posters,brochures, interviews,public service announcements,and newspaper articles.No signs may be posted or displayed on or about City property,except signage required by law or this Contract,without prior written approval from the City. 9. SUBCONTRACTORS 9.1 Contractor must perform all the Work with its own forces, except that Contractor may hire qualified subcontractors to perform up to 50 %of the Work,provided that each subcontractor is required by contract to be bound by the provisions of this Contract. Contractor must provide City with written proof of compliance with this provision upon request. 9.2 City may reject any subcontractor of any tier and bar a subcontractor from performing Work on the Project,if City in its sole discretion determines that subcontractor's Work falls short of the requirements of this Contract or constitutes grounds for rejection under the Public Contract Code. If City rejects a subcontractor,Contractor at its own expense must perform the subcontractor's Work or lure a new subcontractor that is acceptable to City.A Notice of Completion must be recorded within fifteen(15)days after City accepts the Work if the Contract involves work by subcontractors. 10. RECORDS AND DAILY REPORTS 10.1 Contractor must maintain daily reports of the Work and submit them to City upon request and at completion of Project. The reports must describe the Work and specific tasks performed,the number of workers,the hours,the equipment,the weather conditions, and any circumstances affecting j performance.City will have ownership of the reports, but Contractor will be permitted to retain copies. i i Public Works Project;Sports Center Fence Repair-Incident#19-342-0202C Public Works Contract$60,000/Rev.Sept.2019 Page 3 of 12 i 10.2 If applicable,Contractor must keep a separate set of as-built drawings showing changes and updates to the Scope of Work or the original drawings as changes occur.Actual locations to scale must be identified for all major components of the Work, including mechanical, electrical and plumbing work; HVAC systems;utilities and utility connections;and any other components City determines should be included in the final drawings of the Project. Deviations from the original drawings must be ! shown in detail, and the location of all main runs,piping,conduit,ductwork,and drain lines must be shown by dimension and elevation. 10.3 Contractor must maintain complete and accurate accounting records of its Work,in accordance with generally accepted accounting principles,which must be available for City review and audit,kept separate from other records,and maintained for four(4)years from the date of City's final payment. 11. INDEMNIFICATION 11.1 To the fullest extent allowed by law, and except for losses caused by the sole and active negligence or willful misconduct of City personnel,Contractor shall indemnify,defend, and hold harmless City,its City Council boards and commissions officers officials employees,a ents h' � � g � servants, volunteers and consultants("Indemnitees"),through legal counsel acceptable to City,from and against any and all liability,damages,claims, stop notices, actions,causes of action, demands, charges, losses and expenses(including attorney fees, legal costs, and expenses related to litigation and dispute resolution proceedings),of every nature arising directly or indirectly from this Contract or in any manner relating to any of the following: i (a) Breach of contract,obligations,representations or warranties; (b) Performance or nonperformance of the Work or of any obligations under the Contract by Contractor, its employees, agents,servants,subcontractors or subcontractors; (c) Payment or nonpayment by Contractor or its subcontractors or sub-subcontractors for Work performed on or off the Project Site; and (d) Personal injury,property damage,or economic loss resulting from the work or performance of Contractor or its subcontractors or sub-subcontractors. 11.2 Contractor must pay the costs City incurs in enforcing this provision. Contractor must accept a tender of defense upon receiving notice from City of a third-party claim,in accordance with California Public Contract Code Section 9201. At City's request, Contractor will assist City in the defense of a claim,dispute,or lawsuit arising out of this Contract. 11.3 Contractor's duties under this entire Section 11 are not limited to Contract Price, Workers' Compensation,or other employee benefits,or the insurance and bond coverage required in this Contract.Nothing in the Contract shall be construed to give rise to any implied right of indemnity in favor of Contractor against City or any other Indemnitee. 11.4 Contractor's payments may be deducted or offset to cover any money the City lost due to a claim or counterclaim arising out of this Contract,a purchase order or other transaction. 11.5 Contractor agrees to obtain executed indemnity agreements with provisions identical to those set forth here in this Section 11 from each and every subcontractor,or any other person or entity involved by, for,with,or on behalf of Contractor in the performance of this Agreement Public Works Project:Sports Center Fence Repair-Incident#19-342-0202C Public Works Contract$60,000/Rev.Sept.2019 Page 4 of 12 I i I I i Failure of City to monitor compliance with these requirements imposes no additional obligations i on City and will in no way act as a waiver of any rights hereunder. i 11.6 This Section h l shall survive termination of the Contract. 12. INSURANCE Contractor shall comply with the Insurance Requirements,attached and incorporated here as Exhibit B. Contractor must provide satisfactory proof of insurance and maintain it for the Contract Time or longer as required by City. City will not execute the Contract until City has approved receipt of satisfactory certificates of insurance and endorsements evidencing the type, amount,class of operations covered,and the effective and expiration dates of coverage.Failure to comply with this provision may result in City,at its sole discretion and without notice,purchasing insurance at i Contractor's expense, deducting the costs from Contractor's compensation,or terminating the Contract. 13. COMPLIANCE WITH LAWS i 13.1 General Laws.Contractor shall comply with all laws and regulations applicable to this j Contract. Contractor will promptly notify City of changes in the law or other conditions that may 1 affect the Project or Contractor's ability to perform. Contractor is responsible for verifying the employment status of employees performing the Work,as required by the Immigration Reform and Control Act 13.2 Labor Laws. i (a) The following provisions apply to contracts of$1,000 or more: I (i) In General. For purposes of California labor law, this is a public works contract subject to the provisions of Part 7 of Division 2 of the California Labor Code(Sections 1720 et seq.). In accordance with Labor Code Section 1771, j Contractor and all subcontractors shall pay not less than current prevailing wage rates as determined by the California Department of Industrial Relations ("DIR")to all workers employed on this project. In accordance with Labor Code Section 1815,Contractor and all subcontractors shall pay all workers employed on this project 1 'h the basic rate of pay for work performed in excess specified hour limitations. The work performed pursuant to this Contract is subject to compliance monitoring and enforcement by the Department of Industrial Relations. (H) Registration. Contractor and all subcontractors shall not engage in the performance of any work under this Contract unless currently registered and qualified to perform public work pursuant to section 1725.5 of the California Labor Code. Contractor represents and warrants that it is registered and qualified to perform public work pursuant to section 1725.5 of the Labor Code and will provide its DIR registration number, along with the registration numbers of any subcontractors as required, to the City. Public Works Project:Sports Center Fence Repair-Incident#19-342-0202C Public Works Contract$60,000/Rev. Sept.2019 Page 5 of 12 � i (iii) Posting. Contractor shall post at the job site the determination of the DIR director of the prevailing rate of per diem wages together with all job notices that are required by regulations of the DIR, (iv) Reporting. Contractor and any subcontractors shall keep accurate payroll I records in accordance with Section 1776 of the Labor Code and shall fiirnish the payroll records directly to the Labor Commissioner in accordance with the law. (v) Report on Prevailing Rate of Wages. The City has obtained the general prevailing rate of per diem wages in the vicinity of the project for each type of worker needed, a copy of which is on file at the City of Cupertino City Hall, and shall be made available to any interested party upon request. i (vi) Employment of Apprentices. Contractor's attention is directed to the provisions in Sections 1777.5 and 1777.6 of the Labor Code concerning the employment of apprentices by the Contractor or any subcontractor. It shall be the responsibility of the Contractor to effectuate compliance on the part of itself and any subcontractors with the requirements of said sections in the employment of apprentices. Information relative to apprenticeship standards, wage schedules,and other requirements may be obtained from the Director of Industrial Relations,ex-officio the Administrator of Apprenticeship, San Francisco,California,or from the Division of Apprenticeship Standards and its branch offices. (vii) Penalties. Contractor's attention is directed to provisions in Labor Code Sections 1775 and 1813. In accordance with Labor Code Section 1775, Contractor and subcontractors may be subject to penalties for Contractor's and subcontractors' failure to pay prevailing wage rates. In accordance with Labor Code Section 1813,Contractor or subcontractors may be subject to penalties for Contractor's or subcontractors'failure to pay overtime pay rates for hours worked by workers employed on this project in excess specified hour limitations. (b) Contractor must compensate workers who are paid less than prevailing wages or required to work more than a legal day's work.Contractor will also be required to pay City a penalty of$200.00 per worker-for each day of violation. (c) As required by Labor Code Section 1861,by signing this Contract Contractor certifies as follows: "I am aware of the provisions of Section 3700 of the Labor Code 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 the work of this contract." 13.3 Discrimination Laws.Contractor shall not discriminate on the basis of race,religious creed, color,ancestry,national origin,ethnicity,handicap, disability,marital status,pregnancy, age,sex, gender,sexual orientation,gender identity,Acquired-Immune Deficiency Syndrome(AIDS),or any other protected classification. Contractor shall comply with all anti-discrimination laws,including Government Code Sections 12900 and 11135,and Labor Code Sections 1735, 1777,and 3077.5. Consistent with City policy prohibiting harassment and discrimination,Contractor understands that harassment and discrimination directed toward a job applicant, an employee,a City employee,or any other person, by Contractor or Contractor's employees or sub-contractors will not be tolerated. i Public Works Project:Sports Center Pence Repair-hicident#19-342-0202C Public Works Contract$60,000/Rev.Sept.2019 i I Page 6 of 12 I I i i I ' 13.4 Conflicts of Interest.Contractor,its employees, subcontractors,servants and agents,may not f have,maintain or acquire a conflict of interest in relation to this Contract in violation of law, including Goverrunent Code section 1090 and Government Code section 81000 and their accompanying regulations.No officer,official,employee, consultant,or other agent of the City("City i Representative") may have,maintain,or acquire a"financial interest"in the Contract, as that term is Representative or for one year thereafter. Contractor,its employees,subcontractors,servants,and defined by state law,or in violation of a City ordinance or policy while serving as a City ! agents warrant they are not employees of City nor do they have any relationship with City officials, j officers,or employees that creates a conflict of interest.Contractor may be required to file a conflict of interest form if it makes certain governmental decisions or set ves in a staff capacity, as defined in Section 18700 of Title 2 of the California Code of Regulations. Contractor agrees to abide by City rules governing gifts to public officials and employees. 13.5 Remedies.Any violation of Section 13 constitutes a material breach and may result in City suspending payments,requiring reimbursement,or terminating the Contract.City reserves all rights and remedies under the law and this Contract,including seeking indemnification. 14. BONDS I I For contracts of$25,000 or more,Contractor must obtain a payment bond and a performance bond, each in the penal sum of 100%of the Contract Price,using the Bond Fonns attached and incorporated here as Exhibit C.Each bond must be issued by a surety admitted in California,with a financial rating from A.M.Best Company of Class A-or higher,or as otherwise acceptable to City. If an issuing surety cancels a bond or becomes insolvent,Contractor must provide a substitute bond from a surety acceptable to City within seven(7)calendar days after-written notice from City. If Contractor-fails to do so,City may in its sole discretion and without prior notice,purchase bonds at Contractor's expense, deduct the cost from payments due Contractor,or terminate the Contract.City will not execute the Contract nor issue the NTP until the required bonds are submitted. i 15. UTILITIES.TRENCHING AND EXCAVATION I 15.1 Contractor must call the Underground Service Alert("USA") 811 hotline and request marking of utility locations before digging or commencing Work.For underground service alerts for street lighting and traffic signal conduits, City's Service Center must be called at(408)777-3269. Government Code Section 4215 requires Contractor to notify City and Utility in writing if it discovers utilities or utility facilities not identified in the Contract. 15.2 Pursuant to Government Code Section 7104, Contractor must stop work,notify City in writing,and wait for instructions if one of the conditions below is found at the worksite.City will work with Contractor to amend the Contract or issue a change order if the discovered conditions materially change the Work/Performance,Contract Time or Contract Price. (a) Material believed to be hazardous waste under Health and Safety Code Section 25117, and which requires removal to a Class I,Class I1,or Class III disposal site pursuant to law; (b) Subsurface or latent physical conditions at the Project worksite differing from those indicated by information about the worksite made available to Contractor; and Public Works Project:Sports Center Fence Repair- Incident# 19-342-0202C Public Works Contract$60,000/Rev.Sept.2019 I Page 7 of 12 i i i (c) Unknown physical conditions at the Project worksite of any unusual nature,materially different fi•om those ordinarily encountered and from those generally recognized as inherent in the character of the Work. I 15.3 For contracts$25,000 or higher that require excavation or involve trenches five feet or more in depth,Contractor must submit a detailed plan for City approval,per Labor Code Section 6705,prior to cominencing work.The plan must show the design of shoring,bracing,sloping, and other provisions for worker protection from caving ground and other hazards. The protective system must comply with all Construction Safety Orders. If the plan varies from shoring system standards, it must be prepared by a registered civil or structural engineer. 16. URBAN RUNOFF MANAGEMENT I 16.1 All Work must fully comply with federal, state,and local laws and regulations concerning stone water 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. Prior to the start of the Work,Contractor will implement erosion and sediment controls to prevent pollution of storm drains, and must upgrade and maintain these controls based on weather conditions or as otherwise required by City. These controls must be in place during the entire Contract Time and must be removed 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,October 15 through June 15,storm drain inlets impacted by construction work must 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 and at the end of each work day. When the Work is completed,wash the streets,collect and dispose of the wash water offsite in lawful manner; (cl) After breaking old pavement,remove debris to avoid contact withrainfall/runoff; (e) Maintain a clean work area by removing trash,litter, and debris at the end of each work day and when Work is completed. Clean up any leaks,drips, and other spills as they occur. 16.2 These requirements must 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 stor-mwater 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, Public Works Project:Sports Center Fence Repair-Incident#19-342-0202C Public Works Contract$60,000/Rev,Sept.2019 Page 8 of 12 I II i i 17. PROJECT COORDINATION City Project Manager. City assigns Brian Gathers,Public Works Supervisor i as the City representative for all purposes under this Contract, with authority to require compliance with the Scope of Work.City may substitute Project Managers at any time and without prior notice to Contractor. Contractor Project Manager. Subject to City approval,Contractor assigns Vanessa Alonso. Manager as its single representative for all purposes under this Contract, with the responsibility to ensure progress with the Work. Contractor's Project Manager is responsible for coordinating and scheduling the Work and must regularly update the City Project Manager about the status and any delays with the Work, consistent with the Scope of Work. Any substitutions must be approved in writing by City. 18. ABANDONMENT AND TERMINATION 18.1 City may abandon or postpone the Project or parts therefor at any time. Contractor will be compensated for satisfactory Work performed through the date of abandonment and will be given reasonable time to close out the Work-With City's pre-approval in writing,the time spent in closing out the Work will be compensated up to ten percent(10%)of the total time expended in performing the Work. 18.2 City may terminate the Contract for cause or without cause at any time. Contractor will be paid for satisfactory Work rendered through the termination date and will be given reasonable time to close out the Work. 18.3 Final payment will not be made until Contractor delivers the Work and provides records documenting the Work,products and deliverables completed.Nothing in the Section below is intended to delay,abridge or bar City's right under this Section. 19. GOVERNING LAW.VENUE AND DISPUTE RESOLUTION This Contract is governed by the laws of State of California.Venue for any legal action shall be the Superior Court of the County of Santa Clara,California.The dispute resolution procedures of Public Contract Code Section 20104,et seq., incorporated here by reference,apply to this Contract and Contractor is required to continue the Work pending resolution of any dispute. Prior to filing a lawsuit, Contractor must comply with the claim filing requirements of the California Government Code. If the Parties elect arbitration,the arbitrator's award must be supported by law and substantial evidence and include detailed written findings of law and fact. i a 20. ATTORNEY FEES I If City initiates legal action,files a complaint or cross-complaint,or pursues arbitration, appeal,or ' other proceedings to enforce its rights or a judgment in connection with this Contract,the prevailing party will be entitled to reasonable attorney fees and costs. Public Works Project:Sports Center Fence Repair-Incident#19-342-0202C Public Works Contract$60,000Nev. Sept.2019 i Page 9of12 i I I 21. SIGNS/ADVERTISEMENT ! i No signs may be displayed on or about City's property,except signage which is required by law or by the Contract,without City's prior written approval as to size, design and location. 22. THIRD PARTY BENEFICIARIES I There are no intended third party beneficiaries of this Contract, i 23. WAIVER Neither acceptance of the Work nor payment thereof shall constitute a waiver of any contract provision. City waiver of any breach shall not constitute waiver of another provision or breach. 24. WARRANTY Contractor warrants that materials and equipment used will be new,of good quality,and free from defective workmanship and materials, and that the Work will be free from material defects not intrinsic in the design or materials. All Work,materials and equipment should pass to City free of claims,liens or encumbrances.Contractor warrants the Work and materials for one year from the date of City's acceptance of the Work as complete("Warranty Period"),except when a longer guarantee is provided by a supplier,manufacturer or is required by this Contract.During the Warranty Period,Contractor will repair or replace any Work defects or materials,including damage that arises from Contractor's Warranty Work,except any wear and tear or damage resulting from improper use or maintenance. 25. ENTIRE CONTRACT This Contract and the attachments, documents, and statutes attached,referenced,or expressly incorporated herein,including authorized amendments or change orders constitute the final and complete contract between City and Contractor with respect to the Work and the Project.No oral contract or implied covenant will be enforceable against City.If there is any inconsistency between any tern,clause,or provision of the main Contract and any term, clause, or provision of the attachments or exhibits thereto,the terns of the main Contract shall prevail and be controlling. 26. SEVERABILITY/PARTIAL INVALIDITY If a court fords any term or provision of this Contract to be illegal,invalid, or unenforceable,the legal portion of said provision and all other contract provisions will remain in full force and effect. 27. SURVIVAL The contract provisions which by their nature should survive the Contract or Completion of Project, including without limitation all provisions regarding warranties, indemnities,payment obligations, insurance, and bonds, shall remain in full force and effect after the Work is completed or Contract ends. i — I Public Works Project;Sports Center Fence Repair-incident 9 19-342-0202C Public Works Contract$60,000/Rev.Sept.2019 I Page 10 of 12 i I i i j I 28. INSERTED PROVISIONS iEach provision and clause required by law to be inserted in this Contract will be deemed to be included I and will be inferred herein. Either party may request an amendment to cure mistaken insertions or omissions of required provisions. j 29. CAPTIONS The captions, titles, and headings in this Contract are for convenience only and may not be used in the construction or interpretation of the Contract or for any other purpose. 30. COUNTERPARTS This Contract may be executed in counterparts,each of which is an original and all of which taken together shall form one single document. 31. NOTICES All notices,requests,and approvals must be sent in writing to the persons below and will be considered effective on the date of personal delivery,the date confirmed by a reputable overnight delivery service,on the fifth(5th)calendar day after deposit in the United States Mail,postage prepaid,registered or certified,or the next business day following electronic submission: To City of Cupertino: To Contractor: 10555 Mary Ave.Cupertino,CA.95014 A-1 Fence,Inc. 14820 Story Road,San Jose,CA,95127 Attention:Brian Gathers, Public Works Supervisor Attention:Vanessa Alonso Copy to:Carl Valdez, Superintendent Copy to:Jeniessa Souza Email:Briang a,cupertino.orl; Email:al fence inc a,sbcglobal.net I i i 32. VALIDITY OT CONTRACT This Contract is valid and enforceable only if(a)it complies with the purchasing and contract provisions of Cupertino Municipal Code Chapters 3.22 and 3.23, (b)is signed by the City Manager or an authorized designee, and(c)is approved for forth by the City Attorney's Office. I Public Works Project:Sports Center Fence Repair-Incident# 19-342-0202C Public Works Contract$60,000/Rev.Sept.2019 Page I I of 12 i i 33. EXECUTION The persons signing below warrant they have the authority to enter into this Contract and to legally bind thew respective Parties. If Contractor is a corporation, signatures from two officers of the corporation are required pursuant to California Corporations Code Section 313. i i IN WITNESS WHEREOF,the parties have caused this Contract to be executed as of the Execution Date first above written. CITY OF CUPERTINO, CONTRACTOR a Municipal Corporation A-I Fence, Inc. 14820 Story road,San Jose, CA. 95 127 By: C% G�`'J By: f0 Roger Lee Title: Public Works Director Title:Manager Signature Date: 31317-0 Signature Date: 02-13-2020 APPRO0'ED AS TO FORM: By: HEATHER M.MINIVER Cupertino City Attorney ATTEST: By. 3 i'-l20 RSTEN SQUARC A,Prctirrg City Clerk l i i i i ! I Public Works Project:Sports Center fence Repair-Incident 4 19-342-0202C Public Works Contract$60,000/Rev.Sept.2019 Page 12 of 12 I i A-1 FENCE, INC A14820 You Want A-1 Cost, A-1 Quality,A-1 Speed EXHIBIT Story Road, San Jose, CA 95127 State License#723128 Bus (408)259-2955 Fax(408) 259-2863 alfenceinc(a,sbcglobal.net PROPOSAL SUBMITTED TO: DATE: 12-24-19/2-10-20 CUPERTINO SPORTS CENTER NAME:CITY OF CUPERTINO JOB NAME:21111 STEVENS CREEK BLVD INCIDENT#19-342-0202C STREET: 10555 MARY AVE CONTACT:CLIFF/408-655-9624 CITY: CUPERTINO E-MAIL:CLIFFM@CUPERTINO.ORG STATE: CA ZIP: 95014 P.O. CROSS ST:N. STELLING RD ESTIMATOR:EMILIO JR WE HEREBY SUBMIT SPECIFICATIONS AND ESTIMATES FOR FILE: CITY OF CUPERTINO 21111 STEVENS CREEK PW JOB DESCRIPTION: REPAIR:EXISTING 10'H CHAIN LINK FENCE.REPLACE: 1-2 7/8"TERMINAL &2-2 3/8"LINE POSTS,SET 3'IN CONCRETE.20'OF 10'H 11 GA CHAIN LINK FABRIC 1 3/4"MESH. 30'OF 1 5/8"TOP RAIL.ADJUST:EXISTING BRACES&RAILS,AS NEEDED.RE-ATTACH:EXISTING WINDSCREEN TO NEW CHAIN LINK FABRIC,AS NEEDED.(REMOVE&HAUL AWAY:EXISTING DAMAGED MATERIALS.) l (PREVAILING WAGE) I I I *SELF CLOSING GATES*(HYDRAULIC ARM,SPRING OR BOOMER HINGES)30 DAYS LIMITED WARRANTY. j (A-1 FENCE IS NOT RESPONSIBLE FOR PERMITS AND/OR UNDERGROUND LINES.) ( FREE SERVICE CALL BEFORE WE DIG 1-800 227-2600 USA NORTH) GROUND:DIRT/CONC LEVEL:YES ACCESS: OK DEMO:YES CLEARING:NO WE HEREBY PROPOSE TO FURNISH LABOR AND MATERIALS-COMPLETE AND ACCORDANCE WITH THE ABOVE SPECIFICATIONS,FOR THE SUM OF$2,750.00 DOLLARS WITH PAYMENT TO BE MADE AS FOLLOWS: 100% ON COMPLETION ACCEPTANCE OF PROPOSAL THE ABOVE PRICES,SPECIFICATIONS AND CONDITIONS ARE SATISFACTORY AND ARE HEREBY ACCEPTED.YOU AUTHORIZED TO DO THE WORK AS SPECIFIED.PAYMENT WILL BE MADE AS OUTLINED ABOVE.ALL MATERIALS WILL REMAIN THE PROPERTY OF A-1 FENCE INC.UNTIL ALL INVOICES PERTAINING TO THIS JOB ARE PAID IN FULL. RESTOCKING CHARGE MAY BE APPLIED IF JOB IS CANCELED OR LAYOUT ALTERED FROM SIGNED CONTRACT. ACCEPTED: PRINT NAME: Brian Gathers DATE: 2/10/2020 SIGNATURE: i s - s o. o io` 4 PUBLIC WORKS CONSTRUCTION CONTRACTS Small Projects - $60,000 Insurance Requirements: Exhibit B Contractor shall procure and maintain for the duration of the contract, and for five years following the completion of the Project, insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder by Contractor, its agents, representatives, employees or subcontractors. MINIMUM SCOPE AND LMT OF INSURANCE Coverage shall be at least as broad as: UJ,l 6ommercial General Liability ("CGL"): Insurance Services Office (ISO) Form CG 00 01 covering CGL on an "occurrence" basis, written on a comprehensive general liability form, and must include coverage for liability arising from Contractor's or Subcontractor's acts or omissions, including Contractor's protected coverage, blanket contractual, products and completed operations, vehicle coverage and employer's non-ownership liability coverage, with limits of at least $2,000,000 per occurrence. The CGL policy must protect against any and all liabilityforpersonal injury, death, property damage or destruction,and personal and advertising injury.If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location (ISO CG 25 03 or 25 04) or the general aggregate limit shall be twice the required occurrence limit. a. It shall be a requirement under this agreement that any available insurance proceeds broader than or in excess of the specified minimum insurance coverage requirements and/or limits shall be made available to the Additional Insured and shall be(1)the minimum coverage/limits specified in this agreement;or(2)the broader coverage and maximum limits of coverage of any insurance policy,whichever is greater. b. Additional Insured coverage under Contractor's policy shall be "primary and non-contributory,"will not seek contribution from City's insurance/self-insurance, and shall be at least as broad as ISO CG 20 01 0413 c. The limits of insurance required may be satisfied by a combination of primary and umbrella or excess insurance, provided each policy complies with the requirements set forth in this Contract. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary basis for the benefit of City before the City's own insurance or self-insurance shall be called upon to protect City as a named insured. 2r-'�Cutomobile Liability: ISO Form CA 00 01 covering any auto(Code 1),or if Contractor has no owned autos,then hired autos (Code 8) and non-owned autos (Code 9), with limit no less than $1,000,000 per accident for bodily injury a property damage. rkers' Compensation: As required by the State of California, with Statutory Limits, and Employer's Liability Insurance of no less than$1,000,000 per accident for bodily injury or disease,or as otherwise required by statute. If Contractor is self-insured, Contractor must provide a Certificate of Permission to Self-Insure, duly authorized by the MR. ❑ N/A if box checked(Contractor provides written verification it has no employees). 4. Pro nal Liability with limits no less than $1,000,000 per occurrence or claim,and $2,000,000 aggregate. fes 'o N/A if box checked (Contract is not design/build). 5. Builder's,Risk.Course of Construction insurance utilizing an"All Risk"(Special Perils) coverage form,with limits a al to the completed value of the project and no coinsurance penaltyprovisions. N/A if box checked (Project does not involve construction or improvements/installations to property). Insurance Requirements for Construction Contracts-$60,000 Version:Sept. 2019 1 6. Con/tratrs'Pollution Legal Liability and/or Asbestos Legal Liability and/or Errors and Omissions with limits no ln$1,000,000 per occurrence or claim,and$2,000,000 policy aggregate. /A if box checked (Project does not involve environmental hazards). If Contractor maintains broader coverage and/or higher limits than the minimums shown above, City requires and shall be entitled to the broader coverage and/or higher limits maintained by the contractor.Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City. Self-Insured Retentions. Self-insured retentions must be declared to and approved by City.At City's option, either: (1) Contractor shall cause the insurer to reduce or eliminate self-insured retentions as respects City, its officers, officials, employees, and volunteers; or (2) Contractor shall provide a financial guarantee satisfactory to City guaranteeing payment of losses and related investigations, claim administration, and defense expenses. The policy language shall provide, or be endorsed to provide,that the self-insured retention may be satisfied by either the named insured or the City. j i OTHER INSURANCE PROVISIONS The insurance policies are to contain, or be endorsed to contain,the following provisions: Additional Insured Status The City of Cupertino,its City Council,officers,officials,employees,agents,servants and volunteers are to be covered as additional insureds on the CGL and automobile liability policies with respect to liability arising out of the Services performed by or on behalf of Contractor including materials, parts, or equipment furnished. Endorsement of CGL coverage shall be at least as broad as ISO Form CG 20 10 11 85 or if not available, through the addition of both CG 20 10, CG 20 26, CG 20 33, or CG 20 38; and CG 20 37 if a later edition is used. Primary Coverage For any claims related to this Project,Contractor's insurance coverage shall be"primary and non-contributory"and at least as broad as ISO CG 20 0104 13 with respect to City, its officers,officials, employees and volunteers,and shall not seek contribution from City's insurance. If the limits of insurance are satisfied in part by Umbrella/Excess Insurance,the Umbrella/Excess Insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a"primary and non-contributory"basis for the benefit of City. Notice of Cancellation Each insurance policy required shall provide that coverage shall not be canceled, except with notice to the City.Each certificate of insurance must state that the coverage afforded by the policy 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. Builder's Risk Contractor may submit Builder's Risk insurance in the form of Course of Construction coverage, which shall name the City as a loss payee,as its interest may appear.The Builder's Risk policy must be issued on an occurrence basis, for all-risk coverage on a 100% completed value basis on the insurable portion of the Project, with no coinsurance penalties,and for the benefit of City.If the Project does not involve new or major reconstruction,City may elect,acting in its sole discretion,to accept an Installation Floater policy instead of Builder's Risk. For such projects,the Property Installation Floater shall include improvement,remodel,modification,alteration, conversion or adjustment to existing buildings, structures, processes, machinery and equipment, and shall 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. Insurance Requirements for Construction Contracts-$60,000 Version:Sept. 2019 2 e r of Subrogation equired policy must include an endorsement providing that the carrier agrees to waive any right of subrogation it may have against City.Contractor agrees to waive rights of subrogation which any insurer of Contractor may acquire from Contractor by virtue of the payment of any loss. Contractor agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation. The Workers' Compensation policy shall be endorsed with a waiver of subrogation in favor of the City for all work performed by the Contractor, its employees, agents and subcontractors. Acceptability of Insurers Insurance must be issued by insurers acceptable to City and licensed to do business in the State of California,and each insurer must have an A.M.Best's financial strength rating of"A"or better and a financial size rating of"VII"or better. Verification of Coverage Contractor shall furnish the City with original certificates and amendatory endorsements, or copies of the applicable insurance language, effecting coverage required by this contract. All certificates and endorsements are to be received and approved by the City before work commences. The City reserves the right to require complete,certified copies of all required insurance policies, including endorsements,required by these specifications,at any time. Subcontractors Contractor shall require and verify that all subcontractors maintain insurance meeting all the requirements stated herein, and Contractor shall ensure that City is an additional insured on insurance required from subcontractors. For CGL coverage subcontractors shall provide coverage with a form at least as broad as CG 20 38 04 13. Surety Bonds As required by Contract and described in the Contract Documents.The Payment and Performance Bonds shall be in a sum equal to the Contract Price. If the Performance Bond provides for a one-year warranty a separate Maintenance Bond is not necessary. If the warranty period specified in the Contract is for longer than one year a Maintenance Bond equal to 10% of the Contract Price is required. Bonds shall be duly executed by a responsible corporate surety, authorized to issue such bonds in the State of California and secured through an authorized agent with an office in California. Special Risks or Circumstances City reserves the right to modify these requirements,based on the nature ofthe risk,prior experience,insurer,coverage, or other circumstances. I i Insurance Requirements for Construction Contracts-$60,000 Version:Sept. 2019 3 ACC>R" CERTIFICATE OF LIABILITY INSURANCE DATE 0 ' THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND,EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S),AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must be endorsed. If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NAME: Yupha Sriporn TLB Insurance Services p C,N Ex :ONE209-365-4320 No): 888-329-8842 CA License #OB82095 ADDRESS:yupha-sriporn@leavitt.com 2358 Maritime Dr, Ste 100 INSURERS AFFORDING COVERAGE NAIC# Elk Grove CA 95758 INsuRERA:United Fire Group hYp C7�0)4 013021 INSURED INSURER B:Financial Pacific Insurance Company 031453 � A-1 Fence Inc. INSURERC:RSUI Indemnit Com an X\\/ 22314 DEA Delaware A-1 Fence Inc. INSURERD:Cypress Insurance Company 10855 14820 Story Rd INSURER E: San Jose CA 95127 INSURER F: COVERAGES CERTIFICATE NUMBER:19-20 GL AU WC XS REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACTOR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAYBE ISSUED OR MAY PERTAIN,THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL SUBR POLICY NUMBER MMIDDPOLICY/YYYY MM%EFF IDYIYYYY LIMITS EXP LTR X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 A CLAIMS-MADE ❑X PREMISES(Ea occurrence $ OCCUR DAMAGE TO RENTED 300,000 X Y 60496333 V 10/1/2019 10/1/2020 MED EXP(Any one person) $ 5,000 PERSONAL&ADV INJURY $ 1,000,000 GEN'LAGGREGATE LIMITAPPLIES PER: GENERAL AGGREGATE $ 2,000,000 JECT LOC PRODUCTS $ 2,000,000 POLICY E] PRO- F OTHER: Property damage-single limit $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ Ea accident 1,000,000 X ANYAUTO BODILY INJURY(Per person) $ B ALL OWNED SCHEDULED AUTOS AUTOS X y 60996333 10/1/2019 10/1/2020 BODILY INJURY(Per accident) $ NON-OWNED PROPERTY DAMAGE X HIREDAUTOS X AUTOS Per accident $ Medical payments $ // _1,000 UMBRELLALIAB X OCCUR N47993 EACH OCCURRENCE $ 3,000,000 I C X EXCESS LIAB CLAIMS-MADE AGGREGATE $ �„000,009// DED RETENTION$ NIL 60496333 10/1/2019 10/1/2020 1 77S OVER PRIMARY $ 1,000 000 WORKERS COMPENSATION PER OTH- AND EMPLOYERS'LIABILITY YIN X STATUTE ER / ANY PROPRIETOR/PARTNER/EXECUTIVE ElE.L.EACH ACCIDENT $ 1,000,000 OFFICER/MEMBER EXCLUDED? NIA D (Mandatory in NH) y AOWC031497 v 10/1/2019 10/1/2020 E.L.DISEASE-EA EMPLOYEE $ 1,000,000 If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ 1,000,000 B Inland Marine 60496333 10/1/2019 10/1/2020 Limit oflnsurance Per Loss $10,000 Limit of Insurance Per Item $5,000 DESCRIPTION OF OPERATIONS I LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space Is required) The City of Cupertino, its City Council, officers, officials, employees, agents, servants and volunteers are included as Additional Insured with respects to the General Liability having Primary wording and Waiver of Subrogation apply per attached form CC201OR1211 as agreed upon by written contract. General Aggregate Limit applies per Project per attached form CG25030509. Additional Insured and Waiver of Subrogation applies to the Auto per attached form CA71090117 as required by written contract. Auto Insurance is Primary and Noncontributory per attached form CA04491116 as required by written contract. Waiver of Subrogation applies to the Work Comp per attached form WC990410C where required by written CERTIFICATE HOLDER CANCELLATION JindyG@cupertino.org SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE City of Cupertino THE EXPIRATION DATE THEREOF,NOTICE WILL BE DELIVERED IN Jindy Garfias ACCORDANCE WITH THE POLICY PROVISIONS. 10555 Mary Ave Cupertino, CA 95014 AUTHORIZED REPRESENTATIVE Yupha Sriporn/AMVARD ©1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25(2014/01) The ACORD name and logo are registered marks of ACORD INS025(201401) COMMENTS/REMARKS contract. OFREMARK COPYRIGHT 2000, AMS SERVICES INC. POLICY NUMBER:(60496333 CG 20 1OR 12 11 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS (WITH LIMITED COMPLETED OPERATIONS COVERAGE) This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART BUSINESSOWNERS COVERAGE FORM SCHEDULE NAME OF PERSON OR ORGANIZATION the qualifying language above because of Any person or organization to whom or to which payments we make for injury. the named insured is obligated by a virtue of a written contract to provide insurance that is LOCATION CIF JOB: afforded by this policy. Where required by The job location must be within the State of contract, the officers, officials, employees, domicile of the named insured, or within any directors, subsidiaries, partners, successors, contiguous State thereto. parents, divisions, architects, surveyors and engineers are included as additional insureds. DESCRIPTION CIF WORK All other entities, including but not limited to The type of work performed must be that as agents, volunteers, servants, members and described under classifications in the CGL partnerships are included as additional insureds, Coverage Part Declarations. if required by contract, only when acting within the course and scope of their duties controlled and supervised by the primary (first) additional insured. If an Owner Controlled Insurance Program is involved, the coverage applies to off- PRIMARY CLAUSE: site operations only. If the purpose of this When this endorsement applies and when endorsement is for bid purposes only, then no required by written contract, such insurance as coverage applies. is afforded by the general liability policy is primary insurance and other insurance shall be WHO IS AN INSURED: (Section II) excess and shall not contribute to the insurance This section is amended to include as an afforded by this endorsement. insured the person or organization within the scope of the qualifying language above, but only EXCLUSION to the extent that the person or organization is This insurance provided to the additional insured held liable for your acts or omissions in the does not apply to "bodily injury", "property course of "your work" for that person or damage" or "personal and advertising injury" organization by or for you. The "products- arising out of an architect's, engineer's or completed operations hazard" portion of the surveyor's rendering or failure to render any policy coverage as respects the additional professional services, including: insured does not apply to any work involving or 1. The preparing, approving, or failing to related to properties intended for residential or prepare or approve, maps, designs, habitational occupancy (other than apartments). shop drawings, opinions, reports, This clause does not affect the "products- surveys, field orders, change orders, or completed operations" coverage provided to the drawings and specifications; and named insured(s). 2 Supervisory, inspection, architectural or engineering activities. WAIVER OF SUBROGATION: We waive any right of recovery, when required Endorsement EFFECTIVE DATE: SEE DEC by written contract, that we may have against the person or organization within the scope of Endorsement EXPIRATION DATE: SEE DEC CG 20 IOR 12 11 Page 1 of 1 Includes copyrighted material of Insurance Services Office, Inc., with its permission POLICY NUMBER: 60496333 COMMERCIAL GENERAL LIABILITY CG 25 03 05 09 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. DESIGNATED CONSTRUCTION PROJECT(S) GENERAL AGGREGATE LIMIT This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Designated Construction Project(s): As Per Written Agreement Information required to complete this Schedule, if not shown above, will be shown in the Declarations. A. For all sums which the insured becomes legally 3. Any payments made under Coverage A for obligated to pay as damages caused by damages or under Coverage C for medical "occurrences" under Section I- Coverage A, and for expenses shall reduce the Designated all medical expenses caused by accidents under Construction Project General Aggregate Limit Section I - Coverage C, which can be attributed for that designated construction project Such only to ongoing operations at a single designated payments shall not reduce the General construction project shown in the Schedule above: Aggregate Limit shown in the Declarations nor 1. A separate Designated Construction Project shall they reduce any other Designated General Aggregate Limit applies to each Construction Project General Aggregate Limit designated construction project, and that limit is for any other designated construction project equal to the amount of the General Aggregate shown in the Schedule above. Limit shown in the Declarations. 4. The limits shown in the Declarations for Each 2 The Designated Construction Project General Occurrence, Damage To Premises Rented To Aggregate limit is the most we will pay for the You and Medical Expense continue to apply. sum of all damages under Coverage A, except However, instead of being subject to the damages because of"bodily injury " or "property General Aggregate Limit shown in the damage" included in the "products-completed Declarations, such limits will be subject to the operations hazard", and for medical expenses applicable Designated Construction Project under Coverage C regardless of the number of General Aggregate Limit. a. Insureds; b. Claims made or "suits" brought; or c. Persons or organizations malting daims or bringing "suits". CG 25 03 05 09 © Insurance Services Office, Inc., 2008 Page 1 of 2 CG 25 03 05 09 B. For all sums which the insured becomes legally C. When coverage for liability arising out of the obligated to pay as damages caused by "products-completed operations hazard" is provided, "occurrences" under Section I- Coverage A, and for any payments for damages because of "bodily all medical expenses caused by accidents under injury" or "property damage" included in the Section I - Coverage C, which cannot be attributed "products-completed operations hazard" will reduce only to ongoing operations at a single designated the Products-completed Operations Aggregate construction project shown in the Schedule above: Limit, and not reduce the General Aggregate Limit nor the Designated Construction Project General 1. Any payments made under Coverage A for Aggregate Limit damages or under Coverage C for medical expenses shall reduce the amount available D. If the applicable designated construction project has under the General Aggregate Limit or the been abandoned, delayed, or abandoned and then Products-completed Operations Aggregate restarted, or if the authorized contracting parties Limit, whichever is applicable; and deviate from plans, blueprints, designs, specifications or timetables, the project will still be 2- Such payments shall not reduce any Designated deemed to be the same construction project. Construction Project General Aggregate Limit E The provisions of Section III - Limits Of Insurance not otherwise modified by this endorsement shall continue to apply as stipulated. CG 25 03 05 09 © Insurance Services Office, Inc., 2008 Page 2 of 2 POLICY NUMBER: 66496333 COMMERCIAL AUTO CA 71 09 01 17 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BUSINESS AUTO ULTRA ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM COMMON POLICY CONDITIONS COVERAGEINDEX DESCRIPTION PAGE Temporary Substitute Auto Physical Damage 2 Broad Form Insured 2 Employee as Insureds 2 Additional Insured Status by Contract, Agreement or Permit 2 Bail Bond Coverage 3 Loss of Earnings Coverage 3 Amended Fellow Employee Coverage 3 Towing and Labor 3 Physical Damage Additional Transportation Expense Coverage 3 Extra Expense -Theft 3 Rental Reimbursement and Additional Transportation Expense 4 Personal Effects Coverage 4 Personal Property of Others 4 Locksmith Coverage 4 Vehicle Wrap Coverage 5 Airbag Accidental Discharge 5 Audio, Visual and Data Electronic Equipment Coverage 5 Auto Loan/Lease Total Loss Protection 5 Glass Repair —Deductible Amendment 5 Amended Duties in the Event of Accident, Claim, Suit or Loss 6 Waiver of Subrogation Required by Contract 6 Unintentional Failure to Disclose 6 Hired, Leased, Rented or Borrowed Auto Physical Damage 6 Mental Anguish 7 Extended Cancellation Condition 7 The COVERAGE INDEX set forth above is informational only and grants no coverage. Terms set forth in (Bold Italics) are likewise for information only and by themselves shall be deemed to grant no coverage. CA 71 09 01 17 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 1 of 7 (Temporary Substitute Auto Physical Damage) A. TEMPORARY SUBSTITUTE AUTO PHYSICAL DAMAGE SECTION I — COVERED AUTOS, paragraph C. Certain Trailers, Mobile Equipment and Temporary Substitute Autos is amended by adding the following at the end of the existing language: If Physical Damage Coverage is provided under this Coverage form for an "auto" you own, the Physical Damage coverages provided for that owned "auto" are extended to any "auto" you do not own while used with the permission of its owner as a temporary substitute for the covered "auto" you own that is out of service because of its breakdown, repair, servicing, 'loss", or destruction B. BROADENED LIABILITY COVERAGES SECTION II — LIABILITY COVERAGE in Paragraph A. Coverage at 1. Who Is An Insured is amended to include the following: (Broad Form Insured) d. Any legally incorporated subsidiary in which you own more than 50% of the voting stock on the effective date of the Coverage Form. However, the Named Insured does not include any subsidiary that is an "insured" under any other automobile policy or would be an "insured" under such a policy but for its termination or the exhaustion of its Limit of Insurance. e. Any organization that is acquired or formed by you, during the term of this policy and over which you maintain majority ownership. However, the Named Insured does not include any newly formed or acquired organization: (1) That is a joint venture or partnership, (2) That is an "insured" under any other policy, (3) That has exhausted its Limits of Insurance under any other policy, or (4) 180 days or more after its acquisition or formation by you, unless you have given us notice of the acquisition or formation Coverage does not apply to "bodily injury" or "property damage" that results from an accident that occurred before you formed or acquired the organization. (Employee as Insureds) f. Any employee of yours while acting in the course of your business or your personal affairs while using a covered "auto" you do not own, hire or borrow. (Additional Insured Status by Contract, Agreement or Permit) g. Any person or organization whom you are required to add as an additional insured on this policy under a written contract or agreement; but the written contract or agreement must be: (1) Currently in effect or becoming effective during the term of this policy; and (2) Executed prior to the "bodily injury" or "property damage." The additional insured status will apply only with respect to your liability for "bodily injury" or "property damage" which may be imputed to that person(s) or organization(s) directly arising out of the ownership, maintenance or use of the covered "autos" at the location(s) designated, if any. Coverage provided by this endorsement will not exceed the limits of liability required by the written contract or written agreement even if the limits of liability stated in the policy exceed those limits. This endorsement shall not increase the limits stated in Section II. C. Limits of Insurance. For any covered "auto" you own this Coverage Form provides primary coverage. Page 2 of 7 Includes copyrighted material of Insurance Services Office, Inc., with its permission. CA 71 09 01 17 C. BROADENED SUPPLEMENTARY PAYMENTS SECTION II. LIABILITY A. Coverage 2. Coverage Extensions a. Supplementary Payments (2) and (4) are replaced by the following: (Bail Bond Coverage) (2) Up to $5,000 for cost of bail bonds (including bonds for related traffic violations) required because of an "accident" we cover. We do not have to furnish these bonds. (Loss of Earnings Coverage) (4) All reasonable expenses incurred by the "insured" at our request, including actual loss of earning up to $500 a day because of time off from work. (Amended Fellow Employee Exclusion) D. AMENDED FELLOW EMPLOYEE EXCLUSION Only with respect to your "employees" who occupy positions which are supervisory in nature, SECTION II. LIABILITY B. Exclusion 5. Fellow Employee is replaced by: 5. Fellow Employee "Bodily Injury": a. To you, or your partners or members (if you are a partnership or joint venture), or to your members (if you are a limited liability company); b. To your "executive officers" and directors (if you are an organization other than a partnership, joint venture, or limited liability company) but only with respect to performance of their duties as your officers or directors; c. For which there is an obligation to share damages with or repay someone else who must pay damages because of the injury described in paragraph a and b above; or d. Arising out of his or her providing or failing to provide professional health care services. For purposes of this endorsement, a position is deemed to be supervisory in nature if that person performs principle work which is substantially different from that of his or her subordinates and has authority to hire, transfer, direct, discipline or discharge. E. BROADENED PHYSICAL DAMAGE COVERAGES SECTION III — PHYSICAL DAMAGE COVERAGE A. Coverage is amended as follows: (Towing and Labor) 2. Towing is deleted and replaced with the following: 2. Towing and Labor We will pay towing and labor costs incurred, up to the limits shown below, each time a covered "auto" is disabled: a. For private passenger type vehicles we will pay up to $100 per disablement. b. For all other covered "auto's" we will pay up to $500 per disablement However, the labor must be performed at the place of disablement. (Physical Damage Additional Transportation Expense Coverage) 4. Coverage Extensions a. Transportation Expenses is amended to provide the following limits: We will pay up to $60 per day to a maximum of $1,800. All other terms and provisions of this section remain applicable. The following language is added to 4. Coverage Extensions: (Extra Expense— Theft) c. Theft Recovery Expense If you have purchased Comprehensive Coverage on an "auto" that is stolen, we will pay the expense of returning that stolen auto to you. The limit for this coverage extension is $5,000. CA 71 09 01 17 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 3 of 7 (Rental Reimbursement and Additional Transportation Expense) d. Rental Reimbursement We will provide Rental Reimbursement and Additional Expense coverage only for those Physical Damage coverages for which a premium is shown in the Declarations or schedule pages. Coverage applies only to a covered "auto". (1) We will pay for auto rental expense and the expense incurred by you because of "loss" to remove and transfer your materials and equipment from a covered "auto" to a covered "auto." Payment applies in addition to the otherwise applicable coverage you have on a covered "auto." No deductible applies to this coverage. (2) We will pay only for expenses incurred during the policy period and beginning 24 hours after the "loss" and ending, regardless of the policy's expiration, with the lesser of the following number of days: (a) The number of days reasonably required to repair or replace the covered "auto." If "loss" is caused by theft, this number of days is added to the number of days it takes to locate the covered "auto" and return it to you, or (b) 30 days. (3) Our payment is limited to the lesser of the following amounts: (a) Necessary and actual expenses incurred; or (b) $75 per day. (c) This coverage does not apply while there are spare or reserve "autos" available to you for your operations. (d) If "loss" results from the total theft of a covered "auto" of the private passenger or light truck type, we will pay under this coverage only that amount of your rental reimbursement expense which is not already provided for under the SECTION III — PHYSICAL DAMAGE COVERAGE, A. Coverage, 4. Coverage Extensions, a. Transportation Expenses. (Personal Effects Coverage) e. Personal Effects If you have purchased Comprehensive Coverage on this policy for an "auto" you own and that "auto" is stolen, we will pay, without application of a deductible, up to $500 for Personal Effects .stolen with the "auto". The insurance provided under this provision is excess over any other collectible insurance. For this coverage extension, Personal Effects means tangible property that is worn or carried by an "insured". (Personal Property of Others) f. Personal Property of Others We will pay up to $500 for loss to personal property of others in or on your covered "auto." This coverage applies only in the event of "loss" to your covered "auto" caused by fire, lightning, explosion, theft, mischief or vandalism, the covered "auto's" collision with another object, or the covered "auto's" overturn. No deductibles apply to this coverage. (Locksmith Coverage) g. Locksmith Coverage We will pay up to $250 per occurrence for necessary locksmith services for keys locked inside a covered private passenger "auto". The deductible is waived for these services. Page 4 of 7 Includes copyrighted material of Insurance Services Office, Inc., with its permission. CA 71 09 01 17 (Vehicle Wrap Coverage) h. Vehicle Wrap Coverage If you have Comprehensive or Collision coverage on an "auto" that is a total loss, in addition to the actual cash value of the "auto", we will pay up to $1,000 for vinyl vehicle wraps which are displayed on the covered "auto" at the time of total loss. Regardless of the number of autos deemed a total loss, the most we will pay under this Vehicle Wrap Coverage for any one "loss" is $5,000. For purposes of this coverage provision, signs or other graphics painted or magnetically affixed to the vehicle are not considered vehicle wraps. (Airbag Accidental Discharge) F. SECTION III — PHYSICAL DAMAGE COVERAGE, B. Exclusions is amended at 3. to include the following language: If you have purchased Comprehensive or Collision Coverage under this policy, this exclusion does not apply to mechanical breakdown relating to the accidental discharge of an air bag. This coverage applies only to a covered auto you own and is excess of any other collectible insurance or warranty. No deductible applies to this coverage. G. BROADENED LIMITS OF INSURANCE (Audio, Visual and Data Electronic Equipment Coverage) SECTION III — PHYSICAL DAMAGE COVERAGE — C. Limit of Insurance at 1.b. is amended to provide the following limits: b. Limits of $1,000 per 'loss" is increased to $5,000 per 'loss". All other terms and provisions of this section remain applicable. (Auto Loan/Lease Total Loss Protection) SECTION III — PHYSICAL DAMAGE COVERAGE — C. Limit of Insurance is amended by adding the following language: 4. In the event of a total 'loss" to a covered "auto" shown in the Schedule pages, subject at the time of the 'loss" to a loan or lease, we will pay any unpaid amount due including up to a maximum of$500 for early termination fees or penalties on the lease or loan for a covered"auto" less: a. The amount paid under the Physical Damage Coverage Section of the policy; and b. Any: (1) Overdue lease /loan payments at the time of the 'loss"; (2) Financial penalties imposed under a lease for excessive use, abnormal wear and tear or high mileage; (3) Security deposits not returned by the lessor; (4) Costs for extended warranties, Credit Life Insurance, Health, Accident or Disability Insurance purchased with the loan or lease; and (5) Carry-over balances from previous loans or leases. (Glass Repair—Deductible Amendment) H. GLASS REPAIR — DEDUCTIBLE SECTION III — PHYSICAL DAMAGE COVERAGE — D. Deductible is amended by adding the following: Any deductible shown in the Declarations as applicable to the covered "auto" will not apply to glass breakage if the damaged glass is repaired, rather than replaced. CA 71 09 01 17 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 5 of 7 (Amended Duties in the Event of Accident, Claim, Suit or Loss) I. AMENDED DUTIES IN THE EVENT OF ACCIDENT, CLAIM, SUIT OR LOSS Under SECTION IV — BUSINESS AUTO CONDITIONS, A. Loss Conditions , the following is added to paragraph 2. Duties In The Event of Accident, Suit or Loss: d. Knowledge of any "accident", "claim", "suit" or "loss" will be deemed knowledge by you when notice of such "accident", "claim", "suit" or "loss" has been received by: (1) You, if you are an individual; (2) Any partner or insurance manager if you are a partnership; (3) An executive officer or insurance manager, if you are a corporation; (4) Your members, managers or insurance manager, if you are a limited liability company; or (5) Your officials, trustees, board members or insurance manager, if you are a not-for-profit organization. (Waiver of Subrogation by Contract) J. WAIVER OF SUBROGATION REQUIRED BY CONTRACT Under SECTION IV, BUSINESS AUTO CONDITIONS, A. Loss Conditions 5. Transfer of Rights of Recovery Against Others to Us the following language is added: However, we waive any rights of recovery we may have against the person or organization with whom you have agreed in writing in a contract, agreement or permit, to provide insurance such as is afforded under the policy to which this endorsement is attached. This provision does not apply unless the written contract or written agreement has been executed, or permit has been issued, prior to the "bodily injury" or "property damage." (Unintentional Failure to Disclose) K. UNINTENTIONAL FAILURE TO DISCLOSE Under SECTION IV — BUSINESS AUTO CONDITIONS, B. General Conditions , the following is added to 2. Concealment, Misrepresentation Or Fraud: Your unintentional error in disclosing, or failing to disclose, any material fact existing at the effective date of this Coverage Form, or during the policy period in connection with any additional hazards, will not prejudice your rights under this Coverage Form. (Hired, Leased, Rented or Borrowed Auto Physical Damage) L. HIRED, LEASED, RENTED OR BORROWED AUTO PHYSICAL DAMAGE Under SECTION IV — BUSINESS AUTO CONDITIONS B. General Conditions 5. Other Insurance Paragraph 5.b. is replaced by the following: b. (1) For "Comprehensive" and "Collision" Auto Physical Damage coverage provided by this endorsement, the following are deemed to be covered "autos" you own: (a) Any Covered "auto" you lease, hire, rent or borrow; and (b) Any Covered "auto" hired or rented by your "employee" under a contract in that individual "employee's" name, with your permission, while performing duties related to the conduct of your business. However, any "auto" that is leased, hired, rented or borrowed with a driver is not a covered "auto" (2) Limit of Insurance For This Section The most we will pay for any one "loss" is the lesser of the following: (a) $75,000 per accident, or (b) actual cash value at the time of loss, or (c) cost of repair. Page 6 of 7 Includes copyrighted material of Insurance Services Office, Inc., with its permission. CA 71 09 01 17 Minus a $500 deductible. An adjustment for depreciation and physical condition will be made in determining actual cash value in the event of a total loss. No deductible applies to "loss" caused by fire or lightning. (3) This Hired Auto Physical Damage coverage is excess over any other collectible insurance. (4) Definitions For This Section (a) Comprehensive Coverage: from any cause except the covered "auto's" collision with another object or the covered "auto's" overturn. We will pay glass breakage, "loss" caused by hitting a bird or animal and, "loss" caused by falling objects or missiles. (b) Collision Coverage: caused by the covered "auto's" collision with another object or by the covered "auto's" overturn. (Mental Anguish) M. MENTAL ANGUISH Under SECTION V— DEFINITIONS, C. is replaced by the following: C. "Bodily injury" means bodily injury, sickness or disease sustained by a person including mental anguish or death resulting from bodily injury, sickness, or disease. (Extended Cancellation Condition) N. EXTENDED CANCELLATION CONDITION Under CANCELLATION, of the COMMON POLICY CONDITIONS form, item 2.b. is replaced by the following: b. 60 days before the effective date of cancellation if we cancel for any other reason. CA 71 09 01 17 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 7 of 7 POLICY NUMBE�60496333 COMMERCIAL AUTO CA 04 49 1116 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. PRIMARY AND NONCONTRIBUTORY - OTHER INSURANCE CONDITION 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. A. The following is added to the Other Insurance B. The following is added to the Other Insurance Condition in the Business Auto Coverage Form Condition in the Auto Dealers Coverage Form and and the Other Insurance - Primary And Excess supersedes any provision to the contrary: Insurance Provisions in the Motor Carrier This Coverage Form's Covered Autos Liability Coverage Form and supersedes any provision to Coverage and General Liability Coverages are the contrary: primary to and will not seek contribution from any This Coverage Form's Covered Autos Liability other insurance available to an "insured" under Coverage is primary to and will not seek your policy provided that: contribution from any other insurance available to 1. Such "insured" is a Named Insured under such an "insured" under your policy provided that: other insurance; and 1. Such "insured" is a Named Insured under such 2 You have agreed in writing in a contract or other insurance; and agreement that this insurance would be 2 You have agreed in writing in a contract or primary and would not seek contribution from agreement that this insurance would be any other insurance available to such primary and would not seek contribution from "insured". any other insurance available to such "insured". CA 04 49 1116 © Insurance Services Office, Inc., 2016 Page 1 of 1 WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 99 0410 C (Ed.01-19) WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT-CALIFORNIA BLANKET BASIS We have the right to recover our payments from anyone liable for an injury covered by this policy. We will 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.) The additional premium for this endorsement shall be calculated by applying a factor of 2% to the total manual premium, with a minimum initial charge of $350, then applying all other pricing factors for the policy to this calculated charge to derive the final cost of this endorsement. This agreement shall not operate directly or indirectly to benefit anyone not named in the Schedule. Schedule Blanket Waiver Person/Organization Blanket Waiver— Any person or organization for whom the Named Insured has agreed by written contract to furnish this waiver. Job Description Waiver Premium (prior to adjustments) All CA Operations 2208.00 This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. (The information below is required only when this endorsement is issued subsequent to preparation of the policy.) �i Endorsement Effective: 10/01/2019 Policy No.: AOWC031497 1 Endorsement No.: Insured: Premium$ Insurance Company: Cypress Insurance Company Countersigned by WC990410C (Ed.01-19)