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4e F MEETING DATE: 01/21/14 ITEM NO: COUNCIL AGENDA REPORT DATE: JANUARY 9, 2014 TO: MAYOR AND TOWN COUNCIL FROM: GREG LARSON, TOWN MANAGER SUBJECT: PPW JOB NO. 01 -12 — QUITO ROAD BRIDGE REPLACEMENT PROJECT 818 -0801 A. AUTHORIZE THE TOWN MANAGER TO EXECUTE A NEW COOPERATIVE AGREEMENT IN THE AMOUNT OF $299,681 BETWEEN THE TOWN OF LOS GATOS, THE CITY OF SARATOGA, AND SANTA CLARA VALLEY WATER DISTRICT FOR THE REPLACMENT OF BRIDGES ON QUITO ROAD. B. AUTHORIZE AN EXPENDITURE BUDGET ADJUSTMENT INCREASING THE BUDGET APPROPRIATION IN THE QUITO ROAD BRIDGE REPLACEMENT PROJECT 411- 818 -0801 IN THE AMOUNT OF $175,951. FUNDING SOURCE FOR THE PROPOSED ADJUSTMENT IS THE GENERAL FUND RESERVE FOR FUTURE AND SPECIAL PROJECTS. RECOMMENDATION: 1. Authorize the Town Manager to execute a new Cooperative Agreement in the amount of $299,681 between the Town of Los Gatos, the City of Saratoga, and Santa Clara Valley Water District for the replacement of bridges on Quito Road. 2. Authorize an expenditure budget adjustment increasing the budget appropriation in the Quito Road Bridge Replacement Project 411 -811 -0801 in the amount of $175,951. Funding Source for the proposed adjustment is the General Fund Reserve for Future and Special Projects. BACKGROUND: This project replaces two substandard bridges on Quito Road, one south and one north of Old Adobe Road. The Town of Los Gatos, the City of Saratoga, and Santa Clara Valley Water District share the responsibility for the two bridges that span San Tomas Aquino Creek along Quito Road. PREPARED BY: MATT MO ; LEY Director of Parks and Public Works Reviewed by: �ajAssistam Town Manager Town Attorney N:\PPW\MANAGEMENT\COUNCIL\COUNCIL REPORTS\2014 Repoits \012114 \01- 12.Quito.Road.Bridge. Replacement Co- OpAgontdou PAGE JANUARY 9, 2014 MAYOR AND TOWN COUNCIL SUBJECT: PPW JOB NO. 01 -12 —QUITO ROAD BRIDGE REPLACEMENT PROJECT 818 -0801 BACKGROUND (cont'd): The City of Saratoga agreed to serve as the lead agency for the project which entails overseeing the design, environmental, right -of -way acquisition, and construction services since the majority of the project work is within the City of Saratoga jurisdiction. The City of Saratoga secured 88.5% of project construction and right -of -way acquisition cost funding through Federal Highway Bridge Replacement and Rehabilitation (HBRR) funds. The remaining 11.5% local matching funds are equally shared by the Town of Los Gatos, the City of Saratoga, and Santa Clara Valley Water District. On October 16, 2000, the Town Council approved a Cooperative Agreement between the City of Saratoga and Santa Clara Valley Water District for the replacement of two bridges on Quito Road. Since the execution of the original agreement there have been a number of challenges in dealing with environmental processes, right -of -way acquisition, and design, all of which have prolonged the schedule of the project. This necessitated several amendments to the original Cooperative Agreement through 2010. DISCUSSION: The City of Saratoga has now secured the environmental clearances and is ready to proceed with the next steps in the right -of -way acquisition in order to be able to complete the project. The design consultant that was originally hired for this project is no longer in business, so a new design consultant will be hired to design the project, adhering to Caltrans' new standards. As expected, costs have increased over the past decade and the City of Saratoga has requested and received additional grant funding from Caltrans to cover project expenditures. The local agencies must also match the proportional share of the cost increases. It is anticipated that the Town of Los Gatos' share of the project will be $299,681, an increase of $175,951 over the original contribution of $155,000 in 2000. This increase is equivalent to what the City of Saratoga and Santa Clara Valley Water District are responsible for as part of this agreement. The City of Saratoga has prepared a new Cooperative Agreement incorporating the new requirements and various changes related to this project. The current schedule for the project is to complete the design and right -of -way acquisition by 2015, and begin construction in 2016. Because of the nature of these project elements, there is a greater potential than normal for project schedule adjustments. By approving this Cooperative Agreement, the Town Council authorizes the Town Engineer to provide approvals required under this agreement on behalf of the Town of Los Gatos, except for approval of construction plans and specifications, which will come back to Town Council for approval. The Town Engineer will also work with the City of Saratoga and the design consultant PAGE 3 JANUARY 9, 2014 MAYOR AND TOWN COUNCIL SUBJECT: PPW JOB NO. 01 -12 — QUITO ROAD BRIDGE REPLACEMENT PROJECT 818 -0801 DISCUSSION (cont'd): to ensure appropriate notifications to and involvement of nearby Los Gatos residents as if the project was being managed by the Town itself. CONCLUSION: Staff recommends that the Town Council authorize the Town Manager to execute the new Cooperative Agreement between the Town of Los Gatos, the City of Saratoga, and Santa Clara Valley Water District. ENVIRONMENTAL ASSESSMENT: The project is Categorically Exempt pursuant to Sections 15301(c), 15303(e) and 15304(b) of the State CEQA guidelines. FISCAL IMPACT: If the expenditure budget adjustment is approved, there will be sufficient funds available for this project, as demonstrated in the table below. Available ' Expended/ , Proposed Available Remaining FY 2013/14 Fiscal Imuact ? ! Fundine ? ' To Date 411 -818 -0801 ? $ 123,730 $ - ? $ 175,951 - $ 299,681 , $ 299,681 ? $ - TOTALS $ 123.730 $ 175.951 ; $ 299.681 $ 299.681 ! $ Construction TOTALS Attachments: 1. New Cooperative Agreement with the City of Saratoga and Santa Clara Valley Water District for Quito Road bridge replacement project. THIS PAGE INTENTIONALLY LEFT BLANK COOPERATIVE AGREEMENT CONCERNING QUITO ROAD BRIDGE REPLACEMENTS THIS AGREEMENT, ( "Agreement') effective upon full execution, by, between, and among the CITY OF SARATOGA, a municipal corporation ( "Saratoga "), the TOWN OF LOS GATOS, a municipal corporation ( "Los Gatos "), and the SANTA CLARA VALLEY WATER DISTRICT, a California special district ( "District'), is made with reference to the following facts: A. Pursuant to the Federal Highway Bridge Replacement and Rehabilitation Program ( "HBRR "), Saratoga has applied for the California Transportation Commission to allocate HBRR funds for participation in the replacement of two bridges on Quito Road which cross San Tomas Aquino Creek, identified as Bridge No. 37C0113 and Bridge No. 37C0114. In response, Caltrans has included all phases of the Project (project engineering, right -of -way, and construction) in its list of budgeted HBRR projects. Caltrans has obligated funding for the project engineering phase. B. San Tomas Aquino Creek conveys stormwater runoff. Each of the bridges to be replaced crosses the common boundary line between Saratoga and Los Gatos and a portion of the creek over which District has land rights. C. It is expected that HBRR funds will be made available for payment of at least eighty percent (80 %) of the total Project cost. The parties hereto have agreed to share the remaining total Project cost, as hereinafter set forth. D. The Federal Highway Administration has granted authorization to proceed with the Project, and approval has been granted by Caltrans to proceed with Preliminary Engineering Design. E. The parties entered into an agreement concerning the subject matter of this Agreement dated June 19, 2001 which agreement was amended on April 16, 2003 and expired by its own terms on December 1, 2004 (said agreement as amended referenced herein as the "Prior Agreement'). F. NOW, THEREFORE, in order to establish their respective rights and obligations concerning the administration, financing and construction of the Project, it is agreed as follows: SCOPE OF PROJECT. The project ( "Project') shall consist of the replacement of Bridge No. 37C0113 and Bridge No. 37C0114 on Quito Road near Old Adobe Road including, related habitat restoration work (the "construction" work), environmental review and design of construction plans (the "Engineering" work), and the acquisition of necessary right -of -way (the "right -of -way" work). All work shall be performed in accordance with plans and specifications approved by Saratoga, Los Gatos, the District, and all local, State ATTACHMENT and Federal Agencies having jurisdiction over the Project or whose approval is otherwise required for receipt of HBRR funds. 2. ALLOCATION OF PROJECT COST. (a) Each of the parties executes this Agreement in reliance upon the commitment by Caltrans to contribute eighty percent (80 %) of the Project engineering cost and eighty -eight and fifty -three one hundredths percent (88.53 %) of the right of way and construction costs. Caltrans has entered an agreement with Saratoga to contribute eighty percent (80 %) of the Project engineering cost. In the event Caltrans provides the City with written notice that a final agency determination has been made that it will not enter agreements for either the right of way or construction costs then this Agreement shall be terminated. Saratoga shall provide a written notice of the termination of this Agreement within thirty (30) days of receipt of such notice. The Parties shall not incur right of way or construction costs until Caltrans has approved an agreement for reimbursing those costs as stated above. (b) Saratoga, Los Gatos and the District agree that the remaining twenty percent (20 %) of the total Project engineering cost and eleven and forty -seven one hundredths percent (11.47 %) of the total Project right of way and construction costs will be divided equally between them. This Section 2(b) survives termination of this Agreement. (c) The term "total Project cost," as used in this Agreement, means the total of all direct expenditures relating to the Project, including, but not limited to, the cost of engineering, surveys, topographic maps, geotechnic and soils reports, environmental reviews and reports, preparation of plans and specifications, and preparation of bid documents; right -of -way acquisition costs including title reports, appraisals, legal fees and costs; demolition and construction costs; construction administration costs; publication, printing and advertising costs; habitat restoration costs, and consultant personnel costs, based upon actual time expended on the Project plus applicable indirect and overhead expenses. (d) Based upon the preliminary estimated total Project cost of $5,014,462.00, the allocation thereof between the parties would be as set forth in the Cost Estimate for Cooperative Agreement Concerning Quito Road Bridge Replacement dated 11- 07 -13, Attachment One of this Agreement. (e) If, upon the opening of bids for the award of a construction contract, it is determined that the apparent low bidder's proposal is not more than ten percent (10 %) of the preliminary estimated total Project cost for construction, as shown in Attachment One, the parties will proceed with the Project in accordance with this Agreement if HBRR funds are still available for payment of the Caltrans share of the total Project costs as described above. However, if the low bid exceeds ten percent (10 %) of the preliminary estimated total Project cost for construction, the parties and Caltrans will endeavor to agree upon an alternative course of action. If no such agreement is reached within ninety (90) days after the opening of bids, this Agreement will be terminated by mutual consent and each party will be responsible for payment of its respective share of the Project costs incurred to the date of termination. PROJECT ADMINISTRATION. (a) Duties of Saratoga Saratoga is the lead agency for the Project. The Director of Public Works, shall act as Project Administrator and is authorized to provide any approvals required under this Agreement on behalf of Saratoga. As lead agency Saratoga shall perform the following duties: (i) Solicitation of proposals for engineering services and award of contract. (ii) Arranging for the preparation of surveys, topographic maps, soils and geotechnic reports as may be required. (iii) Conduct environmental reviews and proceedings as may be required for CEQA and NEPA compliance. Carrying out the Project is contingent upon CEQA compliance. (iv) Obtaining such permits as may be required from other governmental agencies for construction of the Project. (v) Performance of all acts and execution of all documents as may be necessary or appropriate for receipt of HBRR funds from Caltrans equal to the Caltrans share of the total Project cost as described in Section 2, above. (vi) Contracting for the preparation of construction plans and specifications and submission of the same for review and approval by Los Gatos and the District. (vii) Preparation of bid documents, advertisement for bids and award of construction contract (s), subject to approval thereof by Los Gatos and the District. (viii) Arranging for relocation or removal of any utility installations that conflict with the Project. (ix) Administration of the construction contract(s), including supervision and inspection of the work to assure compliance with the approved plans and specifications, disbursement of payments to the contractor(s) based upon work satisfactorily completed, and processing of any change orders. (x) Issuance of final Project approval, with the concurrence of Los Gatos and the District, and recordation of Notices of Completion. (b) Duties of Los Gatos Los Gatos shall promptly review and respond to all materials submitted by Saratoga for review and approval in connection with the Project. No approval in connection with the Project shall be unreasonably withheld. By approving this Agreement, the Town Council of Los Gatos authorizes the Town Engineer to provide any approvals required under this Agreement on behalf of Los Gatos, except approval of construction plans and specifications. Los Gatos shall provide all necessary access along Quito Road within its jurisdiction for construction of the Project and all necessary access to La Rinconada Park for the habitat enhancement and restoration component of the Project. Los Gatos has indicated to Saratoga that the following permits are required for the Project: (1) Encroachment Permit for Quito Road. Los Gatos shall timely grant and shall not unreasonably withhold approval of these permits. (c) Duties of District District shall promptly review and respond to all materials submitted by Saratoga for review and approval in connection with the Project. No approval in connection with the Project shall be unreasonably withheld. Engineering Unit Manager of Community Projects Review Unit for District is authorized to provide any approvals required under this Agreement on behalf of District, except approval of construction plans and specifications. The District shall provide all necessary access to District owned property along San Tomas Aquino Creek for construction of the Project. The District has indicated to Saratoga that the following permits are required for the Project: (1) Encroachment Permit. The District shall timely grant and shall not unreasonably withhold approval of these permits. 4. LIMITATION ON POWERS OF LEAD AGENCY. The powers and duties herein conferred to Saratoga, as the lead agency for the Project, shall not include the power: (a) To make any material change in the approved plans and specifications for the Project, except for changes necessitated by unforeseen field conditions, without the prior written consent of Los Gatos and the District; or (b) To enter into any contract in excess of $10,000 or increase any contract by more than $10,000, for the performance of professional, consulting or construction services without the prior written consent of Los Gatos and the District. 0 5. PAYMENT OF PROJECT COSTS. (a) Advances In addition to its own respective share of the Project cost, Saratoga shall periodically advance the amounts to be paid with HBRR funds, pending a reimbursement for such advances by Caltrans; provided, however, Saratoga may, at its option, withhold any advance which is not legally required to be made if Saratoga has not received full reimbursement from Caltrans for all prior advances. (b) Engineering Costs Saratoga will invoice Los Gatos and District for their share of total Project costs for engineering at the time of award of a construction contract. Los Gatos and District will each pay the amount invoiced to them within thirty (30) days after receipt, review and approval as to conformity with this agreement of billing from Saratoga. (c) Construction Costs Saratoga will invoice Los Gatos and District for their share of construction costs at the time Saratoga issues the Notice to Proceed to the contractor. Los Gatos and District will each pay the amount invoiced to them within thirty (30) days after receipt, review and approval as to conformity with this agreement of billing from Saratoga. Upon completion of the Project, Saratoga shall furnish to Los Gatos and the District a detailed accounting of all actual total Project costs for construction. If such accounting documents that the amounts deposited by Los Gatos and the District exceed their respective shares of the actual total Project costs for construction, the excess shall be reimbursed within ninety (90) days after the accounting is submitted. If such accounting documents that the amounts deposited by Los Gatos and the District are less than their respective shares of the actual total Project cost for construction, Los Gatos and the District shall pay the deficiency to Saratoga within ninety (90) days after the accounting is submitted. (d) Right of Way Costs Once all of the right -of -way necessary for the Project has been acquired, Saratoga shall furnish to the District and Los Gatos a detailed accounting of all actual total Project costs for its right -of -way acquisition. The District and Los Gatos shall pay their respective shares of the total Project costs for right of way acquisition to Saratoga within ninety (90) days after the accounting is submitted. 5 (e) Prior Agreement Costs All costs paid by Los Gatos and the District under the Prior Agreement shall contribute to the payment of costs under this Agreement. 6. RIGHT -OF -WAY ACQUISITIONS. (a) The acquisition of right -of -way is required for the Project. Saratoga shall be responsible for obtaining such right -of -way. All such acquisitions shall be conducted in a timely manner and in accordance with applicable Caltrans standards. Right -of -way acquisition shall constitute a Project cost, to be allocated between Caltrans and all parties in accordance with the terms of this Agreement. FUTURE AGREEMENTS (a) Implementation of the Project requires acquisition of privately -owned right -of -way in the City of Saratoga and the Town of Los Gatos. Saratoga and Los Gatos agree that they will work diligently and in good faith to timely enter into a separate Right -of -Way Acquisition Agreement to address division of responsibilities, coordination, acquisition strategies, and ownership for these right -of -way acquisitions necessary for the Project. (b) Implementation of the Project requires acquisition of right -of -way owned by the District. The Parties agree that they will work diligently and in good faith to complete the necessary transfer of this right -of -way. 8. INSURANCE REQUIREMENTS. Saratoga must include in any contracts awarded for design or construction of the Project a requirement that the consultant and/or contractor, at all times during design and construction and until final acceptance of the work, maintain in full force and effect the insurance coverages according to the requirements stated in Attachment Two, for construction contractors, and Attachment Three, for consultants. Attachments Two and Three are attached hereto and incorporated herein by this reference. 9. BONDING REQUIREMENTS. Saratoga must require the contractor who is awarded the contract for construction of the Project to provide performance and payment bonds in the amount of one hundred percent (100 %) of the contract price. 10. PROJECT RECORDS. Saratoga must keep and maintain a complete copy of all records regarding costs and expenditures relating to the Project, together with a complete copy of all plans, specifications, reports, contracts and other documents relating to the Project, and the same shall be available for inspection by Los Gatos and the District at any time during usual business hours. 11. TERMINATION OF AGREEMENT. This Agreement shall remain in effect until completion of the Project or, if the Project is not completed, until termination of the Agreement is agreed upon in writing by all signatories. Upon such termination, Saratoga shall refund to Los Gatos and the District any balance of their respective contributions remaining after deduction of the Project costs incurred to the date of termination and payable by each party under the terms of this Agreement. 12. LIMITATION OF LIABILITY. No party to this Agreement shall be responsible or liable to any other party or parties for any act or omission made in good faith in connection with the performance of its duties hereunder nor shall any party be responsible or liable for any act or omission by any consultant or contractor retained for the performance of any services related to the Project. The parties shall contribute equally towards any loss, liability, expense, claim, costs (including costs of defense), suits, and damages of every kind, nature and description directly or indirectly arising from the performance of the Project. This paragraph shall not be constructed to exempt any party, including its employees and officers, from its own fraud, willful injury or violation of law whether willful or negligent. 13. INDEMNIFICATION. In lieu of and notwithstanding the pro rata risk allocation that might otherwise be imposed between the Parties pursuant to Government Code Section 895.6, or any other statute, regulation or rule that may otherwise affect the terms of this Agreement, the Parties agree that the District and Los Gatos shall not be liable for, and Saratoga shall defend, indemnify and hold harmless the District and Los Gatos and its Directors, Council members, agents, employees and representatives (hereinafter collectively referred to as "District" and "Los Gatos" respectively) from any claim, demand, penalty, loss, and liability of every kind and nature whatsoever, including attorney's fees and court costs (hereinafter collectively referred to as "Claim "), which arise out of or in connection with the performance of this Agreement, arising either directly or indirectly from any act, error or omission or negligence of Saratoga or its officers, employees, agents, contractors, licensees, or servants, including without limitation Claims caused by concurrent negligent act, error or omission. Saratoga shall not be obligated however, to indemnify District or Los Gatos, respectively, from a Claim if it is determined by a court of competent jurisdiction that such Claim was caused by the sole negligence or willful misconduct of District or Los Gatos, respectively. 14. JURISDICTION AND SEVERABILITY. 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. If any part of this Agreement is found to 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. [FAT. II"HO i 0109 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. 16. PARTIES IN INTEREST. 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. 17. ENTIRE AGREEMENT. This Agreement contains all of the covenants and agreements between the parties and supersedes any and all agreements, either oral or written, between the parties with respect to the Project, except those stated in Section 7 . 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 except those stated in Section 7 shall be valid or binding. No 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 have executed this Agreement the day and year last indicated below. CITY OF SARATOGA Jill Hunter Saratoga Mayor APPROVED AS TO FORM: ATTEST: Richard S. Taylor Saratoga City Attorney Crystal Bothelio Saratoga City Clerk TOWN OF LOS GATOS APPROVED AS TO FORM: Judith Propp Los Gatos Town Attorney SANTA CLARA VALLEY WATER DISTRICT APPROVED AS TO FORM: Brian Hopper Senior Assistant r District Counsel Ef.Y.IIY= Greg Larson Los Gatos Town Manager ATTEST: Jackie Rose Los Gatos Interim Town Clerk Beau Goldie Chief Executive Officer ATTEST: Michele King Clerk/Board of Directors E v Q d V E E E Q V V E V m m m Co ro m �q m 6 rob id 0 0 10 o c 'o WIRr C W q C W W v lonm m a m m c mrld <o m W �ro� ai m y M r r r M W n r n M n a, M CO 10 W Mm mm co olor W o om�� o c m W n W W m m r m m W ii �n W � of wrmlo of m O f9 (A f9 N O OI M n f n M M r r n M n O M W m m M W (O W (D 'a o�nm o olo �Id 0 � m m m °m m e n � m m LL � o T w » w 'm `m m mom o N moN o INiI o q V n N �f9� N 10 :9 r N N 10 M f9 N E9 f9�M� F � :Q 0 0c6 c ddvor a om`ron W LL m 0° n W O r 10 M n�� 0 02 O 0 N O :O t d MI o] IN W O Lq m W O LL Q N Q V m N 2 a c 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 InooF»In r O O r n 1n O O C: w n r o 10 V 'O m O C W O C N r t4 0 n M Cli n LLLL E9 f9 �- N ,y Q :9 V3 d3 M W N Q D w 0 0 0 0 0 0 0 Q o 0 0 0 0 0 0 = iry C N OI O 10 N y N 0) O N N O V m m a c zaLL 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 ry M N o O 0 O o O m N M N o O 0 O 0 O <v N W U ~ p 10 N n t9 h 10 N r fR itl O � .J M N di fA di f9 N y O w a` 0 0 U U O O Q Q U'om�o ° w d w Q v d Q J v 1- a d 3 c 'm o°�' 3 c a m m ¢O:� m`a` F m`o`a¢U P, I (7 E V ATTACHMENT TWO Insurance Requirements for Construction Contractors Quito Road Bridge Replacements INSURANCE Within ten (10) days after award of the Contract, the Contractor shall promptly obtain, at its own expense, all the insurance described in this section, and submit coverage verification for review and approval by CITY. This insurance shall be in addition to any other form of insurance or bonds required under the terms of the contract. The Notice to Proceed with the Work will not be issued, and the Contractor shall not commence work, until such insurance has been approved by CITY. Such insurance shall remain in full force and effect at all times during the prosecution of the Work and until the final completion and acceptance thereof. In addition, the Commercial General Liability Insurance shall be maintained for a minimum of five (5) years after final completion and acceptance of the Work. The Notice to Proceed does not relieve the Contractor of the duty to obtain such insurance as required herein. The Contractor shall not allow any subcontractors to commence work until all insurance required of the subcontractor has been obtained and verified by the Contractor and submitted to CITY. Subcontractors shall furnish original certificates and endorsements as verification of insurance coverage. The liability insurance limits specified herein shall apply to all subcontractors listed in Contractor's bid. The Contractor shall designate appropriate insurance limits for all other subcontractors. Companies writing the insurance under this article shall be authorized to do business in the State of California. Insurance is to be placed with insurers with a current A.M. Best's rating of no less than A:VII. Contractor shall include all costs for all insurance in its bid. Nothing contained in these insurance requirements is to be construed as limiting the extent of the Contractor's responsibility for payment of damages resulting from its operations under this Contract. Coverage required hereunder shall operate as Primary Insurance. The Contractor shall procure, pay for, and maintain throughout the duration of this Contract the following insurance coverage: Commercial General and Automobile Liability Insurance - This insurance shall protect the Contractor from claims for bodily injury and property damage which may arise because of the nature of the work or from operations under this Contract. The coverage shall be at least as broad as Insurance Services Office (ISO) Commercial General Liability coverage (occurrence Form CG 0001), ISO Form G0009 11 88 Owners and Contractors Protective Liability Coverage — Coverage for Operations of Designated Contractor) and Insurance Services Office Form Number CA 0001 covering Automobile Liability, code 1 (any auto). Claims -made policies will not be accepted. a. Additional Insureds —The Commercial General Liability ( "CGL ") policy of insurance shall be endorsed to name as additional insureds the City of Saratoga, all of its elected and appointed officials, directors, officers, employees, agents and servants; The Town of Los Gatos, all of its elected and appointed officials, directors, officers, employees, agents and servants; and the Santa Clara Valley Water District, all of its elected and appointed officials, directors, officers, employees, agents and servants using ISO Form CG201185. This policy shall provide coverage to each of the additional insureds with respect to the Work. Both bodily injury and property damage insurance must be on an occurrence basis. The policy shall be endorsed to provide primary coverage to the full limit of liability stated in the declarations. If the additional insureds have any other insurance or self- insurance against the loss covered by this policy, that other insurance shall be excess insurance and not contribute with contractor's policy. b. Amount of Coverage - The bodily injury and property damage liability of the CGL insurance shall provide coverage in the following limits of liability: $1,000,000 per occurrence with an annual general aggregate limit of not less than $2,000,000, and $2,000,000 products and completed operations aggregate, combined single limit. The Automobile Liability insurance policy shall provide minimum limits of $1,000,000 per accident for bodily injury and property damage. c. Subcontractors - The CGL insurance shall not require the Contractor to have its subcontractors named as insureds in the Contractor's policy, but the insurance shall protect the Contractor from contingent liability which may arise from operations of its subcontractors. d. Included Coverage - The CGL insurance shall also include all of the following coverages: Premises — Operations; Owner's /Independent Contractors and Contractor's Protective; Products - Completed Operations; Personal Injury - (False Arrest, Libel, Wrongful Eviction, etc.); Blanket Contractual Liability, including the indemnity agreement in this contract; Separation of Insureds / Cross - Liability Provisions; Duty to Defend All Insureds; Deletion of any limitation on Coverage for Bodily Injury or Property Damage Arising Out of Subsidence or Soil or Earth Movement; A provision that the annual general aggregate and the products and completed operations annual aggregate shall apply separately to the Project; Pollution Legal Liability Endorsement; XCU - Explosion, Collapse, Underground Damage. (XCU may be deleted with City's prior written approval when not applicable to operations performed by the Contractor or its sub - contractors.) e. Umbrella Policy or Follow -Form Excess Liability Policy - At the option of the Contractor, primary limits may be less than required, with an Umbrella Policy or Follow -Form Excess Liability Policy providing the additional limits needed. This form of insurance will be acceptable provided that the Primary and Umbrella/Excess Policies both provide the insurance coverages herein required, including all additional insured requirements. The umbrella/excess insurance shall be provided on a "following form" basis with coverage at least as broad as provided on the underlying CGL insurance. f. The certificate of insurance shall guaranty that the policy will not be amended, altered, modified, or canceled without at least thirty (30) days notice mailed by registered mail to the Administrative Services Director, City of Saratoga; 13777 Fruitvale Ave.; Saratoga, California 95070. g. In accordance with Insurance Code Section 11580.04, coverage shall not extend to any indemnity coverage for the active negligence of the additional insured in any case where any agreement to indemnify the additional insured would be invalid under Civil Code Section 2782(b). Workers' Compensation Insurance — California Labor Code Sections 3700 et seq. require every employer to be insured against liability for Workers' Compensation or to undertake self- insurance in accordance with the provisions of that code. The Contractor shall comply and shall ensure that all subcontractors comply with such provisions. In addition, the Contractor shall have and maintain Employers' Liability insurance with limits of $1,000,000 per accident for bodily injury or disease before commencing the performance of the Work. Before the Notice to Proceed is issued, the Contractor shall submit written evidence that the Contractor has obtained for the period of the Contract full Workers' Compensation Insurance coverage for all persons whom it employs or may employ in carrying out the Work. This insurance shall be in accordance with the requirements of the most current and applicable State Workers' Compensation Insurance Laws. Builder's Risk Insurance - The Contractor shall purchase and maintain "All Risk or Special Form" Builder's Risk Insurance on a replacement cost basis in an amount equal to the full replacement cost of the Work on a completed value basis, including coverage for 'soft costs' such as design, engineering, and construction management fees. The builder's risk insurance shall cover all risks of loss, including but not limited to fire; lightning; windstorm; hail, explosion; riot; riot attending a strike; civil commotion; smoke damage; damage by aircraft or vehicles; vandalism and malicious mischief; theft; collapse; flood; and earthquake. This insurance shall name the City of Saratoga, its elected and appointed officials, employees, agents and servants and the Contractor as insureds, as their interests may appear, and shall include coverage including, but not limited to all damages or loss to the Work; to appurtenances; to materials and equipment to be used on the Project while the same are in transit or stored on or off the project site; and /or to construction plant and temporary structures. This insurance is required only if listed as a separate bid item in the bid schedule. Coverage for acts of God, as defined in Public Contract Code Section 7105, in excess of five percent of the Contract amount is subject to separate coverage and is required only if listed as a separate bid item in the bid schedule. Builder's Risk Insurance policies shall contain the following provisions (1) CITY shall be named as loss payee. (2) The insurer shall waive all rights of subrogation against CITY. Builder's Risk Insurance may have a deductible clause not to exceed the following limits: (1) If, pursuant to Public Contract Code Section 7105, CITY requires coverage for any damage to the work caused by an act of God, and has set forth the amount of the work to be covered and the insurance premium for such coverage as a separate bid item, the deductible for such coverage shall not exceed five percent (5 %) of the value of the Work at risk at the time of the loss. (2) All other perils: $5,000. The Contractor shall be responsible for paying any and all deductible costs The policy shall provide CITY the right to occupy the premises without termination of the policy until acceptance of the project. Proof of Coverage - Before the Notice to Proceed is issued, the Contractor shall furnish CITY with certificate(s) evidencing issuance of all required insurance and copies of the policy declaration or information page(s) and endorsements. The certificate(s) and endorsements for each insurance policy are to be signed by a person authorized by that insurer to bind coverage on its behalf. The certificates are to be on amended ACORD forms and ISO endorsement forms or equivalent endorsement forms acceptable to CITY. The certificate(s), policy declaration or information page(s), and endorsements are to be received and approved by CITY before work commences. Endorsements are not required for Workers Compensation or Builder's Risk Insurances. Such certificates of insurance shall provide that the insurance policy shall not be cancelable, nonrenewable, or otherwise be subject to material modification, except with thirty (30) days' prior written notice to CITY. Contractor shall also provide certificate(s) evidencing renewals of all insurance required herein, at least ten (10) days prior to the expiration date of any such insurance. Any deductibles or self- insured retentions must be declared to and approved by CITY. At the option of CITY, either the insurer shall reduce or eliminate such deductibles or self- insured retentions as respects CITY and other additional insureds or the Contractor shall procure a bond guaranteeing payment of losses, related investigations, claim administration, and defense expenses. If the Contractor fails to comply strictly with all requirements of this section or if CITY receives any notice that any required insurance coverage will be diminished or canceled, CITY, at its option, may, notwithstanding any other provisions of this Agreement to the contrary, immediately declare a material breach of this Agreement and suspend all further work pursuant to this Agreement. 490786.1 ATTACHMENT THREE Insurance Requirements for Consultants Quito Road Bridge Replacements Please refer to the insurance requirements listed below. Those that have an W' indicated in the space before the requirement apply to Contractor's Agreement (ignore any not checked). Contractor shall provide its insurance broker(s) /agent(s) with a copy of these requirements and request that they provide Certificates of Insurance complete with copies of all required endorsements to: Administrative Services Officer, City of Saratoga, 13777 Fruitvale Avenue, Saratoga, CA 95070. Contractor shall furnish City with copies of original endorsements affecting coverage required by this Exhibit E. The endorsements are to be signed by a person authorized by that insurer to bind coverage on its behalf. All endorsements and certificates are to be received and approved by City before work commences. City has the right to require Contractor's insurer to provide complete, certified copies of all required insurance policies, including endorsements affecting the coverage required by these specifications. X Commercial General /Business Liability Insurance with coverage as indicated: X $2,000,000 per occurrence /$2,000,000 aggregate limits for bodily injury and property damage $ per occurrence bodily injury/$ per occurrence property damage Coverage for X, C, U hazards MUST be evidenced on the Certificate of Insurance If the standard ISO Form wording for "OTHER INSURANCE ", or other comparable wording, is not contained in Contractor's liability insurance policy, an endorsement must be provided that said insurance will be primary insurance and any insurance or self - insurance maintained by City, its officers, employees, agents or volunteers shall be in excess of Contractor's insurance and shall not contribute to it. X Auto Liability Insurance with coverage as indicated: X $2,000,000 combined single limit for bodily injury and property damage $ per person /$ per accident for bodily injury $ per occurrence for property damage $ 500,000 combined single limit for bodily injury and property damage Garage keepers extra liability endorsement to extend coverage to all vehicles in the care, custody and control of the consultant, regardless of where the vehicles are kept or driven. X Professional /Errors and Omissions Liability with coverage as indicated: X $1,000,000 per loss/ $2,000,000 aggregate $5,000,000 per loss/ $5,000,000 aggregate Contractor must maintain Professional /Errors & Omissions Liability coverage for a period of three years after the expiration of this Agreement. Contractor may satisfy this requirement by renewal of existing coverage or purchase of either prior acts or tail coverage applicable to said three -year period. X Workers' Compensation Insurance X Including minimum $1,000,000 Employer's Liability The Employer's Liability policy shall be endorsed to waive any right of subrogation as respects the City, its employees or agents. The Contractor makes the following certification, required by section 1861 of the California Labor Code: 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 performance of the work of this contract X Additional Insured Endorsement(s) for Commercial General /Business Liability coverage naming the City of Saratoga, its officers, employees and agents as additional insured. (NOTE: additional insured language on the Certificate of Insurance is NOT acceptable without a separate endorsement such as Form CG 20 10) X The Certificate of Insurance MUST provide 30 days notice of cancellation, (10 days notice for non - payment of premium). NOTE: the following words must be crossed out or deleted from the standard cancellation clause: "... endeavor to ..." AND "... but failure to mail such notice shall impose no obligation or liability of any kind upon the company, its agents or representatives." All subcontractors used must comply with the above requirements except as noted below: As to all of the checked insurance requirements above, the following shall apply: a. Deductibles and Self- Insured Retentions. Any deductibles or self - insured retentions must be declared to and approved by the City. At the option of the City, either (1) the insurer shall reduce or eliminate such deductibles or self- insured retentions as respects the City, its officers, officials and employees; or (2) the Contractor shall procure a bond guaranteeing payment of losses and related investigations, claim administration and defense expenses. b. Additional Insured. The City, its officers, officials, employees and volunteers; The Town of Los Gatos, its officers, officials, employees and volunteers; and the Santa Clara Valley Water District, its officers, officials, employees and volunteers are to be covered as insureds as respects: liability arising out of activities performed by or on behalf of the Contractor; products and completed operations of the Contractor, premises owned, occupied or used by the Contractor, or automobiles owned, leased, hired or borrowed by the Contractor. The coverage shall contain no special limitations on the scope of the protection afforded to the City, its officers, officials, employees or volunteers. c. Other Insurance Provisions. The policies are to contain, or be endorsed to contain, the following provisions: 1. Any failure to comply with reporting provisions of the policies shall not affect coverage provided to the City, its officers, officials, employees or volunteers. 2. The Contractor's insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability. 3. Coverage shall not be suspended, voided, canceled by either party, reduced in coverage or in limits except after thirty (30) days' prior written notice by certified mail, return receipt requested, has been given to the City. d. Acceptability of Insurers. Insurance is to be placed with insurers with a Bests' rating of no less than A: VII 490787.1