HomeMy WebLinkAbout102-ATTACHMENT A - CRW Contract Agreement.pdf
ATTACHMENT A Page 1 of 13 (Rev. 07-10-08) CITY OF SARATOGA SHORT FORM CONSTRUCTION AGREEMENT FOR PROJECTS WITH NO FEDERAL FUNDING Project Name: The new Overhang for the book drop area
at the Main Saratoga Library. THIS AGREEMENT is made at Saratoga, California by and between the CITY OF SARATOGA, a municipal corporation ("City"), and CRW Industries, Inc., ("Contractor"),
who agree as follows: RECITALS WHEREAS, City requires the services of a qualified contractor to perform the work described this Agreement; and WHEREAS, City lacks the qualified personnel
to provide the work; and WHEREAS, in accordance with Article 3 of Chapter 2, Part 3, Division 2 (commencing with Section 22030) of the State Public Contract Code and Article 12-15 of
the City of Saratoga Municipal Code the City has solicited informal bids and selected Contractor to perform the work; and WHEREAS, Contractor is duly qualified to provide the work; and
WHEREAS, Contractor is agreeable to providing such work on the terms and conditions hereinafter set forth. NOW THEREFORE, the parties hereto agree as follows: 1. RESULTS TO BE ACHIEVED.
Contractor shall perform the work described in Exhibit A ("Work" or “Work”) in strict accordance with all plans, specifications, and other Contract Documents. Contractor is not authorized
to undertake any efforts or incur any costs whatsoever under the terms of this Agreement until Contractor receives a fully executed Agreement from the Administrative Services Department
of the City of Saratoga. The term “Contract Documents” means this Agreement, all documents attached to or otherwise made a part of this Agreement, including but not limited to those
identified in Exhibit A, all certificates of insurance and bonds required by this Agreement, and Section 9 of the State of California, Department of Transportation Standard Specifications
for Construction of Local Streets and Roads (2002) which includes procedures for determination of payments, compensation for extra work by force account, partial payments, and final
payments. Where there is a conflict between the
ATTACHMENT A Page 2 of 13 (Rev. 07-10-08) requirements of the several Contract Documents, the more stringent requirements shall govern. 2. TERM. The term of this Agreement commences
on the date last signed below and continues through completion of the Work, unless City terminates the Agreement as provided in Section 10. 3. PAYMENT. City shall pay Contractor for
Work performed in accordance with this Agreement at the time and in the manner set forth in Exhibit B ("Payment"). The payments specified in Exhibit B shall be the only payments to be
made to Contractor in connection with Contractor’s performance of the Work pursuant to this Agreement. Contractor shall submit all billings to City in the manner specified in Exhibit
B; or, if no manner is specified in Exhibit B, then according to the usual and customary procedures and practices which Contractor uses for billing clients similar to City. 4. CHANGES
IN WORK. A. Contractor shall make no changes in the Work without written direction from the City. Contractor shall not be compensated for any change made without any such written direction.
No changes in the Work covered by this Agreement shall exonerate any surety or any bond given in connection with this Agreement. B. If the City directs the Contractor in writing to make
changes in the Work that materially affect the cost of performing the Work, the Contract Price will be adjusted based on one of the following: i. Where the work involved is covered by
unit prices contained in the Contract Documents, by application of unit prices to the quantities involved in the changed Work; ii. By establishment of new unit prices and related quantities
for the changed Work; iii. By a combination of existing and new unit prices and related quantities for the changed Work; or iv. By mutual acceptance of a lump sum. C. If the City directs
the Contractor in writing to make changes in the Work that Contractor demonstrates materially affect the time required to perform the work, the City will make a reasonable adjustment
to the Contract Time.
ATTACHMENT A Page 3 of 13 (Rev. 07-10-08) 5. LABOR. A. The Contract is subject to the provisions of Part 7 of Division 2 of the California Labor Code (Sections 1720 and following), and
Contractor and any subcontractor shall pay not less than the prevailing rates of wage to all workers employed in performance of the Work. Pursuant to the provisions of Section 1770 of
the Labor Code of the State of California, the City has obtained the general prevailing rate of wages and employer payments for health and welfare, vacation, pension and similar purposes
in the vicinity of the Work, a copy of which is on file in the office of the City, and shall be made available for viewing to any interested party upon request. B. As required by Labor
Code Section 1773.8, the Contractor shall pay travel and subsistence payments to each worker needed to perform the Work, as such travel and subsistence payments are defined in the applicable
collective bargaining agreements filed in accordance with Section 1773.8. C. Contractor and any subcontractor shall keep accurate payroll records, in accordance with Section 1776 of
the Labor Code, showing the name, address, social security number, work classification, straight time and overtime hours worked each day and week, and the actual per diem wages paid
to each journeyman, apprentice, worker, or other employee employed by him or her in connection with the Work. D. The Contractor or subcontractor shall, as a penalty to the state or political
subdivision on whose behalf the contract is made or awarded, forfeit twenty-five dollars ($25) for each worker employed in the execution of the contract by the respective contractor
or subcontractor for each calendar day during which the worker is required or permitted to work more than 8 hours in any one calendar day and 40 hours in any one calendar week in violation
of the provisions of this article. E. Contractor’s attention is directed to the provisions in Section 1777.5 and 1777.6 of the Labor Code concerning the employment of apprentices by
the Contractor or any subcontractor under the Contractor. 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.
F. Pursuant to the requirements of Division 4 of the Labor Code, the Contractor will be required to secure the payment of worker’s compensation to its employees in accordance with the
provisions of Section 3700 of the Labor Code. Prior to
ATTACHMENT A Page 4 of 13 (Rev. 07-10-08) commencement of work, the Contractor shall sign and file with the Administrator a certification in the following form: "I am aware of the provisions
of Section 3700 of the Labor Code which require every employer to be insured against liability for worker’s compensation or to undertake self-insurance in accordance with the provisions
before commencing the performance of the work of this contract." 6. LICENSE REQUIREMENT. Contractor’s attention is directed to Business and Professions Code Sections 7000 et seq. concerning
the licensing of contractors. At the time Contractor submits its bid to the City and all times Contractor is performing the Work, Contractor shall have a valid license issued by the
Contractors State License Board in the classification stated in the Special Provisions. Contractor and all subcontractors shall be licensed in accordance with the laws of this State
and any contractor or subcontractor not so licensed is subject to penalties imposed by such such laws. CONTRACTORS ARE REQUIRED BY LAW TO BE LICENSED AND REGULATED BY THE CONTRACTORS’
STATE LICENSE BOARD WHICH HAS JURISDICTION TO INVESTIGATE COMPLAINTS AGAINST CONTRACTORS IF A COMPLAINT REGARDING A PATENT ACT OR OMISSION IS FILED WITHIN FOUR YEARS OF THE DATE OF THE
ALLEGED VIOLATION. A COMPLAINT REGARDING A LATENT ACT OR OMISSION PERTAINING TO STRUCTURAL DEFECTS MUST BE FILED WITHIN 10 YEARS OF THE DATE OF THE ALLEGED VIOLATION. ANY QUESTIONS CONCERNING
A CONTRACTOR MAY BE REFERRED TO THE REGISTRAR, CONTRACTORS’ STATE LICENSE BOARD, P.O. BOX 26000, SACRAMENTO, CALIFORNIA 95826. 7. TIME. Time is of the essence of this Agreement. Contractor
shall provide City with scheduling information in a form acceptable to City, including any changes made by City in the scheduling of work. Contractor shall coordinate its work with that
of all other contractors, subcontractors and suppliers so as not to delay or damage their performance. It is further agreed that in case Contractor fails to complete the Work in all
parts and requirements within the Contract Time set forth in Exhibit A, the City shall have the right to extend the Contract Time or not, as may seem best to serve the interest of the
City; and if it decides to extend the Contract Time, City shall further have the right to charge to the Contractor, its heirs, assigns or sureties, and to deduct from the payment for
the Work, all or any part, as it may deem proper, of the actual cost of engineering, inspection, superintendence, and other overhead expenses which are directly chargeable to the Contract,
and which accrue during the period of such extension. In the event that Contractor's work is delayed for any reason, including acts of City, Contractor's sole remedy shall be an extension
of time equal to the period of delay, provided Contractor
ATTACHMENT A Page 5 of 13 (Rev. 07-10-08) has given City written notice of the commencement of delay within 48 hours of its occurrence. If the City accepts any work or makes any payment
under this Agreement after a default by reason of delays, the payment or payments shall in no respect constitute a waiver or modification of any Agreement provisions regarding time of
completion and liquidated damages. 8. NOTICES. All notices or communication concerning a party's compliance with the terms of this Agreement shall be in writing and may be given either
personally, by certified mail, return receipt requested, or by overnight express carrier. The notice shall be deemed to have been given and received on the date delivered in person or
the date upon which the postal authority or overnight express carrier indicates that the mailing was delivered to the address of the receiving Party. The Parties shall make good faith
efforts to provide advance courtesy notice of any notices or communications hereunder via e-mail. However, under no circumstances shall such courtesy notice satisfy the notice requirements
set forth above; nor shall lack of such courtesy notice affect the validity of service pursuant to the notice requirement set forth above. Any Party hereto, by giving ten (10) days written
notice to the other, may designate any other address as substitution of the address to which the notice or communication shall be given. Notices or communications shall be given to the
Parties at the addresses set forth in Exhibit A until specified otherwise in writing. 9. ASSIGNMENT AND SUBCONTRACTING. A. Contractor shall give personal attention to the performance
of the Contract and shall keep the Work under its control. B. For the purposes of administering this agreement no subcontractors will be recognized by the City as such, and all persons
engaged in the work of construction will be considered by the City as employees of the Contractor, who will be held responsible for their work which shall be subject to the provisions
of the Contract and specifications. C. No subcontractor who is ineligible to bid work on, or be awarded, a public works project under Labor Code Sections 1771.1 or 1777.7 can bid on,
be awarded or perform work as a subcontractor on the Project. The Contractor is prohibited from performing work on the Project with a subcontractor who is ineligible to perform work
on a public works project under these sections of the Labor Code. D. When a portion of the work which has been subcontracted by the Contractor is not being prosecuted in a manner satisfactory
to the City, the subcontractor shall be removed immediately on the request of the City and shall not again be employed on the work. E. Contractor may not assign performance of the Contract
except upon written consent of the City.
ATTACHMENT A Page 6 of 13 (Rev. 07-10-08) 10. TERMINATION. A. Should Contractor fail within five (5) working days from receipt of City's written notice to correct any contractual deficiencies,
including but not limited to failure to perform the Work in accordance with the Contract Documents, failure to comply with the directions of City, or failure to pay its creditors, City
may terminate this Agreement for default. Following a termination for default, City shall have the right to take whatever steps it deems necessary to correct and complete the work and
charge the cost thereof to Contractor, who shall be liable for the full cost of City's corrective action, including reasonable overhead, administrative costs, and attorneys' fees. B.
City may at any time terminate the Contract at City's convenience upon five days written notice to Contractor; in the event of termination for convenience, Contractor shall recover only
the amount due under the contract for Work completed to the date of termination in accordance with the Contract Documents, less amounts paid to date. Contractor shall not be entitled
to any claim or lien against City for any additional compensation or damages in the event of such termination. C. If City terminates Contractor for cause, and if it is later determined
that the termination was wrongful, such default termination shall automatically be converted to and treated as a termination for convenience. In such event, Contractor shall be entitled
to receive only the amounts payable under this section, and Contractor specifically waives any claim for any other amounts or damages, including, but not limited to, any claim for consequential
damages or lost profits. 11. HOLD HARMLESS AND INDEMNIFICATION. A. The City of Saratoga and all officers, employees, and agents thereof connected with the Work, shall not be answerable
or accountable in any manner: for any loss or damage that may happen to the Work or any part thereof; for any loss or damage to any of the materials or other things used or employed
employed in performing the Work; for injury to or death of any person; or for damage to property from any cause except losses due to sole or active negligence of the City's officers
or employees. B. To the fullest extent allowed by law, Contractor shall defend, indemnify and hold harmless the City, its elected and appointed officials, employees and agents, from
all liability, penalties, costs, losses, damages, expenses, causes of action, claims or judgments, including attorney's fees and other defense costs, resulting from injury to or death
sustained by any person (including Contractor's employees and subcontractors), or damage to property of any kind, or any other injury or damage whatsoever, which injury,
ATTACHMENT A Page 7 of 13 (Rev. 07-10-08) death or damage arises out of or is in any way connected with the performance of the Work, regardless of the Contractor’s fault or negligence,
including any of the same resulting from City’s alleged or actual negligent act or omission, or its agents, contractors or employees; except that said indemnity shall not be applicable
to injury, death or damage to property arising from the sole or active negligence or willful misconduct of City, its constituent entities, its and their officers, agents, or servants
who are directly responsible to City. This indemnification shall extend to claims asserted after termination of this Contract for whatever reason. C. In addition to any remedy authorized
by law, as much of the money due the Contractor under and by virtue of the contract as shall be considered necessary by the City, may be retained by the City until disposition has been
made of such suits or claims for damage. 12. CLAIMS. If any dispute shall arise between City and Contractor regarding performance of the work, or any alleged change in the work, Contractor
shall timely perform the disputed work and shall give written notice of a claim for additional compensation for the work to City within ten (10) days after commencement of the disputed
work. Contractor's failure to give written notice within the ten (10) day period constitutes an agreement by Contractor that it will receive no extra compensation for the disputed work.
Disputes arising under this Agreement shall be resolved in accordance with the procedures set forth in Section 20104.50 of the Public Contract Code. 13. LAWS TO BE OBSERVED. A. Contractor
shall keep itself fully informed of all existing and future state and federal laws and county and municipal ordinances and regulations which in any manner affect those engaged or employed
in the work, or the materials used in the work, or which in any way affect the conduct of work, and of all such orders and decrees of bodies or tribunals having any jurisdiction or authority
over the same. B. Contractor shall at all times observe and comply with, and shall cause all of its agents and employees to observe and comply with, all such existing and future laws,
ordinances, regulations, orders, and decrees of bodies or tribunals having any jurisdiction or authority over the work; and shall protect and indemnify the City, and all officers and
employees thereof connected with the Work, against any claim or liability arising from or based on the violation of any such law, ordinance, regulation, order, or decree, whether by
the City's representative or their employees. If any discrepancy or inconsistency is discovered in the plans, drawings, specifications, or contract for the work in relation to any such
law, ordinance, regulation, order or decree, Contractor shall forthwith report the same to the Administrator in writing.
ATTACHMENT A Page 8 of 13 (Rev. 07-10-08) 14. RECORDS AND AUDITS. A. Contractor and its subcontractors shall establish and maintain records pertaining to this contract. Contractor’s
and subcontractors’ accounting systems shall conform to generally accepted accounting principles, and all records shall provide a breakdown of total costs charged under this contract,
including properly executed payrolls, time records, invoices and vouchers. B. Contractor shall permit City and its authorized representatives to inspect and examine Contractor’s books,
records, accounts, and any and all data relevant to this Contract at any reasonable time for the purpose of auditing and verifying statements, invoices, or bills submitted by Contractor
pursuant to this contract and shall provide such assistance as may be reasonably required in the course of such inspection. City further reserves the right to examine and re-examine
said books, records, accounts, and data during the three (3) year period following the termination of this Contract; and Contractor shall in no event dispose of, destroy, alter, or mutilate
said books, records, accounts, and data in any manner whatever for three (3) years after the termination of this Contract. C. Pursuant to California Government Code Section 10532, the
parties to this Contract shall be subject to the examination and audit of representative of the Auditor General of the State of California for a period of three (3) years after final
payment under the contract. The examination and audit shall be confined to those matters connected with the performance of this contract including, but not limited to, the cost of administering
the contract 15. INSPECTION AND PROTECTION OF WORK. A. Contractor shall make the Work accessible at all reasonable times for inspection by the City. Contractor shall, at the first opportunity,
inspect all material and equipment delivered to the jobsite by others to be used or incorporated in the Contractor's work and give prompt notice of any defect therein. Contractor assumes
full responsibility to protect the work done hereunder until final acceptance by the City. B. When the Work is completed, Contractor shall request, in writing, a final inspection. Within
ten (10) days of the receipt of such request, the City shall make a final inspection. The Contractor or its representatives may be present at the final inspection. The purpose of such
final inspection shall be to determine whether the Work has been completed in accordance with the Contract Documents, including all change orders and all interpretations and instructions
previously issued.
ATTACHMENT A Page 9 of 13 (Rev. 07-10-08) 16. UTILITY FACILITIES. A. The Contractor shall protect from damage any utility facilities that are to remain in place, be installed, relocated
or otherwise rearranged. B. If Contractor while performing the Work discovers utility facilities not identified in the Contract Documents, Contractor shall immediately notify the City
and the utility provider. City shall arrange the removal, relocation, or protection of existing main or trunk line utility facilities located at the site of the Work but not identified
in the Contract. C. If the Contractor is required to locate, repair damage not due to the Contractor’s failure to exercise reasonable care, and remove or relocate existing main or trunk
line utility facilities, it shall be compensated under the Changes section of this Contract, including payment for equipment on the Project necessarily idled during such work. D. Contractor
will not be entitled to damages or additional payment for delays caused solely by the failure of City, or the utility provider, to provide for removal or relocation of existing main
or trunk line utility facilities not identified in the Contract Documents, except for equipment necessarily idled during such work. E. Contractor shall not be assessed liquidated damages
for delay in completing the Work solely attributable to the failure of City, or the owner of the utility, to provide for removal or relocation of existing main or trunk line utility
facilities not indicated in the Contract Documents with reasonable accuracy. F. The right is reserved by the City and its authorized agents, to enter the job for the purpose of making
such changes as are necessary for the rearrangement of its facilities or for making necessary connections or repairs to their properties. The Contractor shall cooperate with forces engaged
in such work and shall conduct operations in such a manner as to avoid any delay or hindrance to the work being performed by such other forces. G. Attention is directed to the possible
existence of underground facilities not known to the City, or in a location different from that which is shown on the plans or in the Special Provisions. The Contractor shall take all
steps reasonably necessary to ascertain the exact location of all underground facilities prior to doing work that may damage such facilities or interfere with their service, including
but not limited to calling USA utility locator service to mark utilities.
ATTACHMENT A Page 10 of 13 (Rev. 07-10-08) 17. DIFFERING SITE CONDITIONS. A. The Contractor shall promptly, and before the following conditions are disturbed, notify the City in writing
of any: 1) Material that the Contractor believes may be hazardous waste, as defined in Section 25117 of the Health and Safety Code, that is required to be removed to a Class I, Class
II, or Class III disposal site in accordance with provisions of existing law; 2) Subsurface or latent physical conditions at the site differing materially from those indicated by information
about the site made available to bidders prior to the deadline for submitting bids; or 3) Unknown physical conditions at the site of any unusual nature, differing materially from those
ordinarily encountered and generally recognized as inherent in work of the character provided for in this Contract. B. The City shall promptly investigate the conditions, and if it finds
that such conditions do materially so differ, or do involve hazardous waste, and cause an increase or decrease in the Contractor's cost of, or the time required for, performance of any
part of the Work, it shall issue a change order under the provisions described in the Contract Documents. C. No claim of the Contractor under this clause shall be allowed unless the
Contractor has given the notice required in the Contract Documents. D. In the event a dispute arises between the City and the Contractor as to whether the conditions materially differ,
or involve hazardous waste, or cause a decrease or increase in the Contractor's cost of, or time required for, performance of any part of the work, Contractor shall not be excused from
completing the Work as provided in the Contract Documents. The Contractor shall proceed with all work to be performed under the Contract. The Contractor shall retain any and all rights
provided either by this Contract or by law which pertain to the resolution of disputes and protests. 18. WAIVERS OF LIEN. Contractor shall submit a complete list of major suppliers and/or
subcontractors who will be providing material and/or labor for the performance of the Work. Contractor shall submit with each payment request waivers of lien from each major supplier
and/or subcontractor that meet the requirements of Civil Code Section 3262.
ATTACHMENT A Page 11 of 13 (Rev. 07-10-08) 19. BONDS AND INSURANCE. A. Bonds. For contracts in excess of $25,000 Contractor shall, within ten (10) days after being notified of the award
of the contract, and before the City will execute the agreement for construction or issue a Notice to Proceed, furnish and file with the City Performance and Payment Surety bonds as
set forth below. All bonds shall be issued and duly executed by a responsible corporate surety listed in the United States Department of the Treasury circular entitled “Companies Holding
Certificates of Authority as Acceptable Sureties on Federal Bonds and as Acceptable Reinsuring Companies,” authorized to do business in the State of California and acceptable to City.
1. Contractor shall submit a Performance bond on the form provided with the Contract Documents, conditioned upon the faithful performance by the Contractor of all requirements of the
Contract Documents. This bond shall be in a sum no less than one hundred percent (100%) of the total total Contract Price. 2. Contractor shall also submit a Payment Surety bond on the
form provided with the Contract Documents that in all respects complies with Civil Code sections 3247-3252, inclusive. This bond shall be in a sum no less than one hundred percent (100%)
of the Contract Price. B. Insurance. Contractor shall obtain, at its sole cost and expense, all insurance required by Exhibit D to this Agreement. Certificates of such insurance and
copies of the insurance policies and endorsements shall be delivered to City within ten (10) days after being notified of the award of the contract, and before execution of the agreement
by the City. 20. GENERAL TERMS. A. No party to this Agreement may assign any right or obligation pursuant to this Agreement. Any attempted or purported assignment of any right or obligation
pursuant to this Agreement shall be void and of no effect. However, with the consent of the City given in writing, Contractor is entitled to subcontract such portions of the work to
be performed under this Agreement as may be specified by City. B. Contractor shall ensure that all employees of Contractor and any subcontractor retained by Contractor in connection
with this Agreement have provided the necessary documentation to establish identity and employment eligibility as required by the Immigration Reform and Control Act of 1986. Failure
to provide the necessary documentation will result in the termination of the Agreement as required by the Immigration Reform and Control Act of 1986.
ATTACHMENT A Page 12 of 13 (Rev. 07-10-08) C. Contractor represents and warrants that, to the best of the Contractor's knowledge and belief, there are no relevant facts or circumstances
which could give rise to a conflict of interest on the part of Contractor, or that the Contractor has already disclosed all such relevant information. D. Contractor assures and agrees
that Contractor will comply with Title VII of the Civil Rights Act of 1964 and other
laws prohibiting discrimination and that no person shall, on the grounds of race, creed, color, disability, sex, sexual orientation, national origin, age, religion, Vietnam era veteran's
status, political affiliation, or any other non-merit factors be excluded from participating in, be denied the benefits of, or be otherwise subjected to discrimination under this Agreement.
E. Contractor shall prepare and submit all reports, written studies and other printed material on recycled paper to the extent it is available at equal or less cost than virgin paper.
F. Except as otherwise provided by law, if any arbitration or litigation is commenced between parties to this Agreement concerning any provision hereof or the rights and duties of any
person in relation thereto, each party shall bear its own attorneys' fees and costs. G. This Agreement shall be administered and interpreted under the laws of the State of California.
Jurisdiction of litigation arising from this Agreement shall be in that state and venue shall be in Santa Clara County, California. H. If any part of this Agreement is found to be in
conflict with applicable laws, such part shall be inoperative, null and void insofar as it conflicts with said laws, but the remainder of this Agreement shall be in full force and effect.
I. Contractor understands and agrees that there is no representation, implication, or understanding that the City will request that Work performed by Contractor under this Agreement
be supplemented or continued by Contractor under a new agreement following expiration or termination of this this Agreement. J. This Agreement is entered only for the benefit of the
parties executing this Agreement and not for the benefit of any other individual, entity or person.
ATTACHMENT A Page 13 of 13 (Rev. 07-10-08) K. This Agreement incorporates the documents attached hereto as Exhibits and supersedes any and all agreements, either oral or written, between
the parties hereto with respect to Contractor's completion of the Work on behalf of City and contains all of the covenants and agreements between the parties with respect to the rendering
of such services in any manner whatsoever. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made
by any party, or anyone acting on behalf of any party, which are not embodied herein, and that no other agreement, statement or promise not contained in this Agreement shall be valid
or binding. No amendment, alteration, or variation of the terms of this Agreement shall be valid unless made in writing and signed by the parties hereto. IN WITNESS WHEREOF, the parties
hereto have executed this Agreement. City of Saratoga Contractor By: _________________________ Dave Anderson, City Manager Date: ________________________ By: _________________________
Bill Burr, CRW, RMO Date: ________________________ Attest: __________________________ Ann Sullivan, City Clerk Date: ________________________ Approved as to Form: __________________________
Richard Taylor, City Attorney Date: ________________________ Attachments Exhibit A --Work Exhibit B – Payment Exhibit C – Special Conditions Exhibit D --Insurance Requirements /
ATTACHMENT A Exhibit A --Page 1 of 3 Exhibit A Scope of Work Summary of Work to be Performed: At the Main Saratoga Library the Contractor is to install a new overhang for the book drop
area as noted by the attached plans and as directed by Thomas Scott. The project will begin after the Contractor has all of the needed materials and all of the approvals for the project.
The Contractor will need to obtain both the City and the Fire Department permits for this project before any construction begins. The Contractor will do all elements of the project as
noted on the Steve Benzing plans for this project. In the event of a conflict between the terms of this Agreement the attached bid breakdown form or the project plan set the terms of
this Agreement shall apply. Contract Time: Contractor shall complete this project before July 1, 2011. Work to be Performed: The Work is described in the following documents which are
incorporated into and hereby made a part of this Agreement: • The Bid Breakdown form dated 10/28/2010. • The Steve Benzing plan set for this project dated August 24, 2010. Contractor
shall furnish all necessary management, supervision, labor, materials, tools, supplies, equipment, plant, services, engineering, testing and/or any other act or thing required to diligently
and fully perform and complete the work. Warranty: Contractor warrants to City that all materials and equipment furnished shall be new, free from faults and defects and of good quality.
Contractor hereby warrants its work against all deficiencies and defects for 12 months or the longest period permitted by the law of this State, whichever is more, or as otherwise provided
in the Contract Documents. Contract Administration: This Agreement shall be administered on behalf of City by Thomas Scott, ("Administrator"). The Administrator has complete authority
to receive information, interpret and define City's policies consistent with this Agreement, and communicate with Contractor concerning this Agreement. All correspondence and other communications
shall be directed to or through the Administrator or Administrator’s designee.
ATTACHMENT A Exhibit A --Page 2 of 3 Notices to City pursuant to this Agreement shall be sent in accordance with Section 8 to: Thomas Scott Facilities Maintenance Supervisor City of
Saratoga 19700 Allendale Avenue Saratoga, CA 95070 With a copy to: Ann Sullivan City Clerk City of Saratoga 13777 Fruitvale Avenue Saratoga, CA 95070 Notices to Contractor pursuant to
this Agreement shall be sent in accordance with Section 8 to: CRW Industries, Inc. 399 Encinal Street Suite 104 Santa Cruz, California 95060 Attention: Bill Burr Additional Conditions:
Without limiting the foregoing description of the Work, Contractor’s Work includes, but is not limited to, the following: • Submit all required samples, product data, certificates, operations
and maintenance instructions, guarantees, and other submittals no later than five (5) days after the date the City issues a Notice to Proceed. • Ensure all necessary permits and approvals
for the Work have been obtained. • Protect all materials to be used in the Work in accordance with the specifications. • Protect existing facilities and personal property. • Contractor
will remove from the project site all debris resulting from performance of the Work no less often than daily. If Contractor fails to do so, City may, after twenty-four (24) hours' notice
to Contractor, clean up the site and deduct the cost from the Contract Price.
ATTACHMENT A Exhibit A --Page 3 of 3 • Prepare and submit a written daily activity report to City for each day on which work is performed, including weekends and holidays when worked,
and submit the reports to the City no later than the next business day. The daily reports shall, at a minimum, include the following information: construction activities and locations,
start or completion of activities, progress on construction activities (including units or portions of work completed), tests or inspections performed, deliveries of material or equipment,
delays or potential delays, visitors to the site, weather conditions, construction equipment used, and personal injuries or damage to property. • The Contractor shall be responsible
for unloading, hoisting and otherwise handling its own materials, supplies and equipment. • The Contractor is responsible for researching and complying with all local codes, agencies
and jurisdictions that regulate and govern the Work. • Contractor shall set up, identify, coordinate, provide safe access, and obtain all inspections for its work, as required by any
authorized agency or applicable code, prior to covering up work. //
ATTACHMENT A Exhibit B --Page 1 of 2 Exhibit B PAYMENT 1. TOTAL COMPENSATION. City agrees to pay, and Contractor agrees to accept for full performance of the Work, the total price set
forth in the Contractor’s bid breakdown form dated October 28, 2010. All invoices from the Contractor will be billed with the 16 Division breakdowns from the project bid breakdown form,
with each division for the project separated. The total amount paid to Contractor shall not exceed Forty-nine Thousand Seven Hundred and Eighty-six Dollars ($49,786.00) (the “Contract
Price”) subject to adjustments for changes in the Work as may be directed in writing by City. 2. INVOICES. Contractor shall submit invoices, not more often than once a month during the
term of this Agreement, based on the cost for work performed prior to the invoice date. Invoices shall contain the following information: a. Serial identifications of bills, i.e., Bill
No. 1; b. The beginning and ending dates of the billing period; c. A summary containing the total contract amount, the amount of prior billings, the total due this period, and the remaining
balance available for all remaining billing periods. d. Each invoice will show less the 10% retention amount except the last invoice. City shall make monthly payments, based on such
invoices, for satisfactory progress in completion of the Work subject to retentions described in this Agreement. 3. ADDITIONAL PAYMENT TERMS. A. Contractor shall submit a final payment
application in the amount of the contract sum upon completion of the Work and satisfaction of all conditions of the Agreement. City shall make payment within 30 days of receipt of application,
less ten percent retention. City shall release the retained funds no less than thirty five (35) days after the date the City accepts the Work. B. Pursuant to Public Contract Code Section
22300, for monies earned by the Contractor and withheld by the City to ensure the performance of the Contract, the Contractor may, at its option, choose to substitute securities meeting
the requirements of Public Contract Code Section 22300.
ATTACHMENT A Exhibit B --Page 2 of 2 C. Contractor agrees to furnish, as a condition of payment, payroll affidavits, receipts, vouchers, and other documents, in form satisfactory to
City, prior to receipt of any payment. Contractor shall submit Conditional and Unconditional waivers and release of lien (as provided in Civil Code Section 3262) on behalf of itself
and suppliers that furnished labor, material, equipment or services to the Project. D. Attention is directed to Section 9 of the State of California, Department of Transportation Standard
Specifications for Construction of Local Streets and Roads (2002) which includes procedures for determination of payments, compensation for extra work by force account, partial payments,
and final payments. These provisions are Contract Documents incorporated into this Agreement. E. Charges from Contractor to City will not be honored or paid by City unless the charges
are authorized and approved by City at the time the work is being performed. //
ATTACHMENT A Exhibit C --Page 1 of 2 Exhibit C Special Provisions 1. LICENSE CLASSIFICATION In accordance with Section 3300 of the Public Contract Code, the City has determined that
the Contractor shall have a Class B (#402484) License at the time it submits its bid to the City and at all times it is performing the Work. 2. LIQUIDATED DAMAGES If Contractor fails
to complete the Work within the Contract Time, the City will sustain damage. The actual occurrence of damages and the actual amount of the damages which the City would suffer if the
Work were not completed within the Contract Time would be impracticable and extremely difficult to determine. Damages the City would suffer in the event of delay include, but are not
limited to, loss of the use of the Work, costs of administration, inspection, supervision and the loss suffered by the public within the City. Accordingly, the parties agree that the
amount herein set forth is a reasonable estimate of the damages which the City shall incur upon failure of the Contractor to complete the Work within the Contract Time: Five Hundred
Dollars per day ($500.00/Day), for each calendar day by which completion of the Work is delayed beyond the Contract Time. Contractor agrees to pay such liquidated damages as herein provided,
and in case the same are not paid, agrees that the City may deduct the amount thereof from any monies due or that may become due to the Contractor under the Contract. Contractor will
not be assessed with liquidated damages or the cost of engineering and inspection during the delay in the completion of the Work caused by acts of God or of the public enemy, fire, floods,
epidemics, quarantine restrictions, strikes, freight embargoes, and unusually severe weather or delays of subcontractors due to such causes, provided that the Contractor shall within
five (5) days from the beginning of any such delay notify the Administrator, in writing, of the causes of delay. The Administrator shall ascertain the facts and the extent of delay,
and the Administrator’s findings thereon shall be final and conclusive. 3. COOPERATION AND CARE A. Should construction be under way by the City, other agencies or other contractors within
or adjacent to the limits of the work specified or should work of any other nature be under way by other forces within or adjacent to said limits, the Contractor shall cooperate with
all such other contractors or other forces to the end that any delay or hindrance to their work will be avoided. The City reserves the right to perform other or
ATTACHMENT A Exhibit C --Page 2 of 2 additional work at or near the site (including material sources) at any time, by the use of other forces. B. Until the final acceptance of the contract,
the Contractor shall have the charge and care of the Work and of the materials to be used therein, including materials for which partial payment has been received. The City shall not
be held responsible for the care or protection of any material or parts of the Work prior to final acceptance, except as expressly provided in the Special Provisions. 4. PROGRESS OF
THE WORK A. Hours of work -Overtime and holidays. The Contractor shall perform all work during the hours of 7:00 a.m. to 3:30 p.m., Monday through Friday unless otherwise specified in
the Special Provisions or authorized by the City in writing. If the Contractor wishes to work during any other hours or on weekends, written permission must be received from the City.
The request must be received at least two (2) working days in advance of any work. No work will be allowed on legal holidays except in the case of an emergency. A listing of holidays
observed by City is on file in the office of the City. If Contractor requests overtime work in which the City will incurs costs, Contractor shall be responsible for payment of the City’s
costs incurred in connection with the overtime work. The City will invoice the Contractor at time and one half to cover the costs incurred. If Contractor does not pay the invoice within
ten days, the City may deduct the amount billed from other payments due or to become due to Contractor under the Contract. B. The Administrator or Administrator’s designee shall have
the authority to suspend the Work, wholly or in part, for such a period as the Administrator may deem necessary.
ATTACHMENT A Exhibit D --Page 1 of 3 Exhibit D INSURANCE Pursuant to Section 19 of this Agreement the following insurance requirements apply to Contractor and performance of the Work.
Contractor shall procure and maintain for the duration of the contract, and until the expiration of the warranty period following the final completion and acceptance by the City, 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 and the results of that work by the Contractor,
his agents, representatives, employees or subcontractors. Minimum Scope of Insurance Coverage shall be at least as broad as: 1. Insurance Services Office Form CG 0001 covering Commercial
General Liability on an “occurrence” basis. 2. Insurance Services Office Form Number CA 0001 covering Automobile Liability, Code 1 (any auto). 3. Workers’ Compensation insurance as required
by the State of California and Employer’s Liability Insurance. Minimum Limits of Insurance Contractor shall maintain limits no less than: 1. General Liability: (Including operations,
products and completed operations.) $1,000,000 per occurrence for bodily injury, personal injury and property damage. If Commercial General Liability insurance or other form with a general
aggregate limit is used, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit.
2. Automobile Liability: $1,000,000 per accident for bodily injury and property damage. 3. Employer’s Liability: $1,000,000 per accident for bodily injury or disease.
ATTACHMENT A Exhibit D --Page 2 of 3 Deductibles and Self-Insured Retentions Any deductibles or self-insured retentions must be declared to and approved by the City. The City may require
the Contractor to provide proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention. Other Insurance Provisions The general
liability and automobile liability policies are to contain, or be endorsed to contain, the following provisions: 1. The City, its officers, officials, employees, and volunteers are to
be covered as additional insureds with respect to liability arising out of automobiles owned, leased, hired or borrowed by or on behalf of the contractor; and with respect to liability
arising out of work or operations performed by or on behalf of the Contractor including materials, parts or equipment furnished in connection with such work or operations. General liability
coverage can be provided in the form of an endorsement to the Contractor’s insurance (at least as broad as ISO Form CG 20 10, 11 85 or 07 04 revisions), or as a separate owner’s policy,
or on the City’s own form. 2. For any claims related to this project, the Contractor’s insurance coverage shall be primary insurance as respects the City, its officers, officials, employees,
and volunteers. Any insurance or self-insurance maintained by the City, its officers, officials, employees, or volunteers shall be excess of the Contractor’s insurance and shall not
contribute with it. 3. The Insurance Company agrees to waive all rights of subrogation against the City, its elected or appointed officers, officials, agents and employees for losses
paid under the terms of any policy which arise from work performed by the Named Insured for the Agency. This provision also applies to the Contractor’s Workers’ Compensation policy.
4. Each insurance policy required by this clause shall be endorsed to state that coverage shall not be canceled by either party, except after thirty (30) days’ prior written notice (10
days for non-payment) has been given to the City. Acceptability of Insurers Insurance is to be placed with insurers with a current A.M. Best’s rating of no less than A:VII, unless otherwise
acceptable to the City. Verification of Coverage Contractor shall furnish the City with original certificates and amendatory endorsements effecting coverage required by this clause.
All certificates and endorsements are to be received and approved by the City before work commences. However, failure to obtain the required documents prior to the work beginning shall
not waive the contractor’s
ATTACHMENT A Exhibit D --Page 3 of 3 obligation to provide them. The City reserves the right to require complete, certified copies of all required insurance policies, including endorsements
effecting the coverage required by these specifications, at any time. Waiver of Subrogation Contractor hereby grants to City a waiver of any right to subrogation which any insurer of
said Contractor may acquire against the City by virtue of the payment of any loss under such insurance. This provision applies regardless of whether or not the City has requested or
received a waiver of subrogation endorsement from the insurer. Claims Made Policies If any of the required policies provide claims-made coverage, the City requires that coverage be maintained
for a period of 5 years after completion of the contract. Special Risks or Circumstances City reserves the right to modify these requirements, including limits, based on the nature of
the risk, prior experience, insurer, coverage, or other special circumstances. P:\SARATOGA\Contracts\11-03-2010 PWI Contract Library Overhang.doc