Agreement - Oldcastle Infrastructure, Inc. - Mantelli/Santa Teresa Sound Wall Replacement - Signed 2022-09-12City of Gilroy
Agreement/Contract Tracking
Today’s Date:
August 17, 2022 Your Name: Julie Oates
Contract
Type:
Services over $5k ‐ Contractor ‐
NO ENG OR DESIGN
Phone Number: 408‐846‐0413
Contract Effective Date:
(Date contract goes into effect)
9/12/2022
Contract Expiration Date: 12/31/2022
Contractor / Consultant Name:
(if an individual’s name, format as
last name, first name)
Oldcastle Infrastructure, Inc.
One Live Oak Avenue
Morgan Hill, CA 95037
Taxpayer ID: 91‐0782138
Contractor’s License #: 891107
Signer’s Name/Title: James Felice/Manager
Contract Subject:
(no more than 100 characters)
Mantelli/Santa Teresa Sound Wall Replacement
Contract Amount:
(Total Amount of contract. If no
amount, leave blank)
$68,453 (incl. 10% cont)
By submitting this form, I confirm
this information is complete:
Date of Contract
Contractor/Consultant name and complete address
Terms of the agreement (start date, completion date or “until
project completion”, cap of compensation to be paid)
Scope of Services, Terms of Payment, Milestone Schedule and
exhibit(s) attached
Taxpayer ID or Social Security # and Contractors License # if
applicable
Contractor/Consultant signer’s name and title
City Administrator or Department Head Name, City Clerk
(Attest), City Attorney (Approved as to Form)
Routing Steps for Electronic Signature
Risk Manager
City Attorney Approval As to Form
City Administrator or Department Head
City Clerk Attestation
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AGREEMENT FOR SERVICES
(For contracts over $5,000 – NON-DESIGN, NON-ENGINEERING TYPE CONTRACTOR)
This AGREEMENT made this 12th day of August, 2022, between:
CITY: City of Gilroy, having a principal place of business at
7351 Rosanna Street, Gilroy, California
and CONTRACTOR: Oldcastle Infrastructure, Inc., having a principal place of business at One
Live Oak Avenue, Morgan Hill, CA 95037.
ARTICLE 1. TERM OF AGREEMENT
This Agreement will become effective on September 12, 2022 and will continue in effect through
December 31, 2022 unless terminated in accordance with the provisions of Article 7 of this
Agreement.
Any lapse in insurance coverage as required by Article 5, Section D of this Agreement shall
terminate this Agreement regardless of any other provision stated herein. ______
Initial
ARTICLE 2. INDEPENDENT CONTRACTOR STATUS
It is the express intention of the parties that CONTRACTOR is an independent contractor and not
an employee, agent, joint venturer or partner of CITY. Nothing in this Agreement shall be
interpreted or construed as creating or establishing the relationship of employer and employee
between CITY and CONTRACTOR or any employee or agent of CONTRACTOR. Both parties
acknowledge that CONTRACTOR is not an employee for state or federal tax purposes.
CONTRACTOR shall not be entitled to any of the rights or benefits afforded to CITY’S
employees, including, without limitation, disability or unemployment insurance, workers’
compensation, medical insurance, sick leave, retirement benefits or any other employment
benefits. CONTRACTOR shall retain the right to perform services for others during the term of
this Agreement.
ARTICLE 3. SERVICES TO BE PERFORMED BY CONTRACTOR
A.Specific Services
CONTRACTOR agrees to: Perform the services as outlined in Exhibit “A” (“Specific
Provisions”) and Exhibit “B” (“Scope of Services”), within the time periods described in Exhibit
“C” (“Milestone Schedule”).
B.Method of Performing Services
CONTRACTOR shall determine the method, details and means of performing the above-described
services. CITY shall have no right to, and shall not, control the manner or determine the method
of accomplishing CONTRACTOR’S services.
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C. Employment of Assistants
CONTRACTOR may, at the CONTRACTOR’S own expense, employ such assistants as
CONTRACTOR deems necessary to perform the services required of CONTRACTOR by this
Agreement, subject to the prohibition against assignment and subcontracting contained in
Article 5 below. CITY may not control, direct, or supervise CONTRACTOR’S assistants in the
performance of those services. CONTRACTOR assumes full and sole responsibility for the
payment of all compensation and expenses of these assistants and for all state and federal income
tax, unemployment insurance, Social Security, disability insurance and other applicable
withholding.
D. Place of Work
CONTRACTOR shall perform the services required by this Agreement at any place or location
and at such times as CONTRACTOR shall determine is necessary to properly and timely perform
CONTRACTOR’S services.
ARTICLE 4. COMPENSATION
A. Consideration
In consideration for the services to be performed by CONTRACTOR, CITY agrees to pay
CONTRACTOR the amounts set forth in Exhibit “D” (“Payment Schedule”). In no event
however shall the total compensation paid to CONTRACTOR exceed $68,453.00 (including 10%
contingency).
B. Invoices
CONTRACTOR shall submit invoices for all services rendered.
C. Payment
Payment shall be due according to the payment schedule set forth in Exhibit “D”. No payment
will be made unless CONTRACTOR has first provided City with a written receipt of invoice
describing the work performed and any approved direct expenses (as provided for in Exhibit “A”,
Section IV) incurred during the preceding period. If CITY objects to all or any portion of any
invoice, CITY shall notify CONTRACTOR of the objection within thirty (30) days from receipt
of the invoice, give reasons for the objection, and pay that portion of the invoice not in dispute. It
shall not constitute a default or breach of this Agreement for CITY not to pay any invoiced amounts
to which it has objected until the objection has been resolved by mutual agreement of the parties.
D. Expenses
CONTRACTOR shall be responsible for all costs and expenses incident to the performance of
services for CITY, including but not limited to, all costs of equipment used or provided by
CONTRACTOR, all fees, fines, licenses, bonds or taxes required of or imposed against
CONTRACTOR and all other of CONTRACTOR’S costs of doing business. CITY shall not be
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responsible for any expenses incurred by CONTRACTOR in performing services for CITY, except
for those expenses constituting “direct expenses” referenced on Exhibit “A.”
ARTICLE 5. OBLIGATIONS OF CONTRACTOR
A. Tools and Instrumentalities
CONTRACTOR shall supply all tools and instrumentalities required to perform the services under
this Agreement at its sole cost and expense. CONTRACTOR is not required to purchase or rent
any tools, equipment or services from CITY.
B. Workers’ Compensation
CONTRACTOR agrees to provide workers’ compensation insurance for CONTRACTOR’S
employees and agents and agrees to hold harmless, defend with counsel acceptable to CITY and
indemnify CITY, its officers, representatives, agents and employees from and against any and all
claims, suits, damages, costs, fees, demands, causes of action, losses, liabilities and expenses,
including without limitation reasonable attorneys’ fees, arising out of any injury, disability, or
death of any of CONTRACTOR’S employees.
C. Indemnification of Liability, Duty to Defend
As to all liability, to the fullest extent permitted by law, CONTRACTOR shall defend, through
counsel approved by CITY (which approval shall not be unreasonably withheld), indemnify and
hold harmless CITY, its officers, representatives, agents and employees against any and all suits,
damages, costs, fees, claims, demands, causes of action, losses, liabilities and expenses, including
without limitation attorneys’ fees, arising or resulting directly or indirectly from any act or
omission of CONTRACTOR or CONTRACTOR’S assistants, employees or agents, including all
claims relating to the injury or death of any person or damage to any property.
D. Insurance
In addition to any other obligations under this Agreement, CONTRACTOR shall, at no cost to
CITY, obtain and maintain throughout the term of this Agreement: (a) Commercial Liability
Insurance on a per occurrence basis, including coverage for owned and non-owned automobiles,
with a minimum combined single limit coverage of $1,000,000 per occurrence for all damages due
to bodily injury, sickness or disease, or death to any person, and damage to property, including the
loss of use thereof. As a condition precedent to CITY’S obligations under this Agreement,
CONTRACTOR shall furnish written evidence of such coverage (naming CITY, its officers and
employees as additional insureds on the Comprehensive Liability insurance policy referred to in
(a) immediately above via a specific endorsement) and requiring thirty (30) days written notice of
policy lapse or cancellation, or of a material change in policy terms.
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E. Assignment
Notwithstanding any other provision of this Agreement, neither this Agreement nor any duties or
obligations of CONTRACTOR under this Agreement may be assigned or subcontracted by
CONTRACTOR without the prior written consent of CITY, which CITY may withhold in its sole
and absolute discretion.
F. State and Federal Taxes
As CONTRACTOR is not CITY’S employee, CONTRACTOR shall be responsible for paying all
required state and federal taxes. Without limiting the foregoing, CONTRACTOR acknowledges
and agrees that:
CITY will not withhold FICA (Social Security) from CONTRACTOR’S
payments;
CITY will not make state or federal unemployment insurance contributions on
CONTRACTOR’S behalf;
CITY will not withhold state or federal income tax from payment to
CONTRACTOR;
CITY will not make disability insurance contributions on behalf of
CONTRACTOR;
CITY will not obtain workers’ compensation insurance on behalf of
CONTRACTOR.
ARTICLE 6. OBLIGATIONS OF CITY
A. Cooperation of City
CITY agrees to respond to all reasonable requests of CONTRACTOR and provide access, at
reasonable times following receipt by CITY of reasonable notice, to all documents reasonably
necessary to the performance of CONTRACTOR’S duties under this Agreement.
B. Assignment
CITY may assign this Agreement or any duties or obligations thereunder to a successor
governmental entity without the consent of CONTRACTOR. Such assignment shall not release
CONTRACTOR from any of CONTRACTOR’S duties or obligations under this Agreement.
ARTICLE 7. TERMINATION OF AGREEMENT
A. Sale of CONTRACTOR’s Business/ Death of CONTRACTOR.
CONTRACTOR shall notify CITY of the proposed sale of CONTRACTOR’s business no later
than thirty (30) days prior to any such sale. CITY shall have the option of terminating this
Agreement within thirty (30) days after receiving such notice of sale. Any such CITY termination
pursuant to this Article 7.A shall be in writing and sent to the address for notices to
CONTRACTOR set forth in Exhibit A, Subsection V.H., no later than thirty (30) days after
CITY’ receipt of such notice of sale.
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If CONTRACTOR is an individual, this Agreement shall be deemed automatically terminated
upon death of CONTRACTOR.
B. Termination by City for Default of CONTRACTOR
Should CONTRACTOR default in the performance of this Agreement or materially breach any of
its provisions, CITY, at CITY’S option, may terminate this Agreement by giving written
notification to CONTRACTOR. For the purposes of this section, material breach of this
Agreement shall include, but not be limited to the following:
1. CONTRACTOR’S failure to professionally and/or timely perform any of the
services contemplated by this Agreement.
2. CONTRACTOR’S breach of any of its representations, warranties or covenants
contained in this Agreement.
CONTRACTOR shall be entitled to payment only for work completed in accordance with the
terms of this Agreement through the date of the termination notice, as reasonably determined by
CITY, provided that such payment shall not exceed the amounts set forth in this Agreement for
the tasks described on Exhibit C” which have been fully, competently and timely rendered by
CONTRACTOR. Notwithstanding the foregoing, if CITY terminates this Agreement due to
CONTRACTOR’S default in the performance of this Agreement or material breach by
CONTRACTOR of any of its provisions, then in addition to any other rights and remedies CITY
may have, CONTRACTOR shall reimburse CITY, within ten (10) days after demand, for any and
all costs and expenses incurred by CITY in order to complete the tasks constituting the scope of
work as described in this Agreement, to the extent such costs and expenses exceed the amounts
CITY would have been obligated to pay CONTRACTOR for the performance of that task pursuant
to this Agreement.
C. Termination for Failure to Make Agreed-Upon Payments
Should CITY fail to pay CONTRACTOR all or any part of the compensation set forth in Article
4 of this Agreement on the date due, then if and only if such nonpayment constitutes a default
under this Agreement, CONTRACTOR, at the CONTRACTOR’S option, may terminate this
Agreement if such default is not remedied by CITY within thirty (30) days after demand for such
payment is given by CONTRACTOR to CITY.
D. Transition after Termination
Upon termination, CONTRACTOR shall immediately stop work, unless cessation could
potentially cause any damage or harm to person or property, in which case CONTRACTOR shall
cease such work as soon as it is safe to do so. CONTRACTOR shall incur no further expenses in
connection with this Agreement. CONTRACTOR shall promptly deliver to CITY all work done
toward completion of the services required hereunder, and shall act in such a manner as to facilitate
any the assumption of CONTRACTOR’s duties by any new CONTRACTOR hired by the CITY
to complete such services.
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ARTICLE 8. GENERAL PROVISIONS
A. Amendment & Modification
No amendments, modifications, alterations or changes to the terms of this Agreement shall be
effective unless and until made in a writing signed by both parties hereto.
B. Americans with Disabilities Act of 1990
Throughout the term of this Agreement, the CONTRACTOR shall comply fully with all applicable
provisions of the Americans with Disabilities Act of 1990 (“the Act”) in its current form and as it
may be amended from time to time. CONTRACTOR shall also require such compliance of all
subcontractors performing work under this Agreement, subject to the prohibition against
assignment and subcontracting contained in Article 5 above. The CONTRACTOR shall defend
with counsel acceptable to CITY, indemnify and hold harmless the CITY OF GILROY, its
officers, employees, agents and representatives from and against all suits, claims, demands,
damages, costs, causes of action, losses, liabilities, expenses and fees, including without limitation
reasonable attorneys’ fees, that may arise out of any violations of the Act by the CONTRACTOR,
its subcontractors, or the officers, employees, agents or representatives of either.
C. Attorneys’ Fees
If any action at law or in equity, including an action for declaratory relief, is brought to enforce or
interpret the provisions of this Agreement, the prevailing party will be entitled to reasonable
attorneys’ fees, which may be set by the court in the same action or in a separate action brought
for that purpose, in addition to any other relief to which that party may be entitled.
D. Captions
The captions and headings of the various sections, paragraphs and subparagraphs of the Agreement
are for convenience only and shall not be considered nor referred to for resolving questions of
interpretation.
E. Compliance with Laws
The CONTRACTOR shall keep itself informed of all State and National laws and all municipal
ordinances and regulations of the CITY 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 the work,
and of all such orders and decrees of bodies or tribunals having any jurisdiction or authority over
the same. Without limiting the foregoing, CONTRACTOR agrees to observe the provisions of the
Municipal Code of the CITY OF GILROY, obligating every contractor or subcontractor under a
contract or subcontract to the CITY OF GILROY for public works or for goods or services to
refrain from discriminatory employment or subcontracting practices on the basis of the race, color,
sex, religious creed, national origin, ancestry of any employee, applicant for employment, or any
potential subcontractor.
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F. Conflict of Interest
CONTRACTOR certifies that to the best of its knowledge, no CITY employee or office of any
public agency interested in this Agreement has any pecuniary interest in the business of
CONTRACTOR and that no person associated with CONTRACTOR has any interest that would
constitute a conflict of interest in any manner or degree as to the execution or performance of this
Agreement.
G. Entire Agreement
This Agreement supersedes any and all prior agreements, whether oral or written, between the
parties hereto with respect to the rendering of services by CONTRACTOR for CITY and contains
all 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 other agreements or conversation with any officer, agent or employee of CITY prior to
execution of this Agreement shall affect or modify any of the terms or obligations contained in
any documents comprising this Agreement. Such other agreements or conversations shall be
considered as unofficial information and in no way binding upon CITY.
H. Governing Law and Venue
This Agreement shall be governed by and construed in accordance with the laws of the State of
California without regard to the conflict of laws provisions of any jurisdiction. The exclusive
jurisdiction and venue with respect to any and all disputes arising hereunder shall be in state and
federal courts located in Santa Clara County, California.
I. Notices
Any notice to be given hereunder by either party to the other may be effected either by personal
delivery in writing or by mail, registered or certified, postage prepaid with return receipt requested.
Mailed notices shall be addressed to the parties at the addresses appearing in Exhibit “A”, Section
V.H. but each party may change the address by written notice in accordance with this paragraph.
Notices delivered personally will be deemed delivered as of actual receipt; mailed notices will be
deemed delivered as of three (3) days after mailing.
J. Partial Invalidity
If any provision in this Agreement is held by a court of competent jurisdiction to be invalid, void
or unenforceable, the remaining provisions will nevertheless continue in full force without being
impaired or invalidated in any way.
K. Time of the Essence
All dates and times referred to in this Agreement are of the essence.
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L.Waiver
CONTRACTOR agrees that waiver by CITY of any one or more of the conditions of performance
under this Agreement shall not be construed as waiver(s) of any other condition of performance
under this Agreement.
Executed at Gilroy, California, on the date and year first above written.
CONTRACTOR: CITY:
Oldcastle Infrastructure, Inc. CITY OF GILROY
By: By:
Name: James Felice Name: Jimmy Forbis
Title: Manager Title: City Administrator
Social Security or Taxpayer
Identification Number 91-0782138
Approved as to Form ATTEST:
City Attorney City Clerk
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EXHIBIT “A”
SPECIFIC PROVISIONS
I. PROJECT MANAGER
CONTRACTOR shall provide the services indicated on the attached Exhibit “B”, Scope of
Services (“Services”). (All exhibits referenced are incorporated herein by reference.) To
accomplish that end, CONTRACTOR agrees to assign James Felice, who will act in the capacity
of Project Manager, and who will personally direct such Services.
Except as may be specified elsewhere in this Agreement, CONTRACTOR shall furnish all
technical and professional services including labor, material, equipment, transportation,
supervision and expertise to perform all operations necessary and required to complete the Services
in accordance with the terms of this Agreement.
II. NOTICE TO PROCEED/COMPLETION OF SERVICE
A. NOTICE TO PROCEED
CONTRACTOR shall commence the Services upon delivery to CONTRACTOR of a written
“Notice to Proceed”, which Notice to Proceed shall be in the form of a written communication
from designated City contact person(s). Notice to Proceed may be in the form of e-mail, fax or
letter authorizing commencement of the Services. For purposes of this Agreement, Julie Oates
shall be the designated City contact person(s). Notice to Proceed shall be deemed to have been
delivered upon actual receipt by CONTRACTOR or if otherwise delivered as provided in the
Section V.H. (“Notices”) of this Exhibit “A”.
B. COMPLETION OF SERVICES
When CITY determines that CONTRACTOR has completed all of the Services in accordance with
the terms of this Agreement, CITY shall give CONTRACTOR written Notice of Final Acceptance,
and CONTRACTOR shall not incur any further costs hereunder. CONTRACTOR may request
this determination of completion when, in its opinion, it has completed all of the Services as
required by the terms of this Agreement and, if so requested, CITY shall make this determination
within two (2) weeks of such request, or if CITY determines that CONTRACTOR has not
completed all of such Services as required by this Agreement, CITY shall so inform
CONTRACTOR within this two (2) week period.
III. PROGRESS SCHEDULE
The schedule for performance and completion of the Services will be as set forth in the attached
Exhibit “C”.
IV. PAYMENT OF FEES AND DIRECT EXPENSES
Payments shall be made to CONTRACTOR as provided for in Article 4 of this Agreement.
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Direct expenses are charges and fees not included in Exhibit “B”. CITY shall be obligated to pay
only for those direct expenses which have been previously approved in writing by CITY.
CONTRACTOR shall obtain written approval from CITY prior to incurring or billing of direct
expenses.
Copies of pertinent financial records, including invoices, will be included with the submission of
billing(s) for all direct expenses.
V. OTHER PROVISIONS
A. STANDARD OF WORKMANSHIP
CONTRACTOR represents and warrants that it has the qualifications, skills and licenses necessary
to perform the Services, and its duties and obligations, expressed and implied, contained herein,
and CITY expressly relies upon CONTRACTOR’S representations and warranties regarding its
skills, qualifications and licenses. CONTRACTOR shall perform such Services and duties in
conformance to and consistent with the standards generally recognized as being employed by
professionals in the same discipline in the State of California.
Any plans, designs, specifications, estimates, calculations, reports and other documents furnished
under this Agreement shall be of a quality acceptable to CITY. The minimum criteria for
acceptance shall be a product of neat appearance, well-organized, technically and grammatically
correct, checked and having the maker and checker identified. The minimum standard of
appearance, organization and content of the drawings shall be that used by CITY for similar
purposes.
B. RESPONSIBILITY OF CONTRACTOR
CONTRACTOR shall be responsible for the professional quality, technical accuracy, and the
coordination of the Services furnished by it under this Agreement. CONTRACTOR shall not be
responsible for the accuracy of any project or technical information provided by the CITY. The
CITY’S review, acceptance or payment for any of the Services shall not be construed to operate
as a waiver of any rights under this Agreement or of any cause of action arising out of the
performance of this Agreement, and CONTRACTOR shall be and remain liable to CITY in
accordance with applicable law for all damages to CITY caused by CONTRACTOR’S negligent
performance of any of the services furnished under this Agreement.
C. RIGHT OF CITY TO INSPECT RECORDS OF CONTRACTOR
CITY, through its authorized employees, representatives or agents, shall have the right, at any and
all reasonable times, to audit the books and records (including, but not limited to, invoices,
vouchers, canceled checks, time cards, etc.) of CONTRACTOR for the purpose of verifying any
and all charges made by CONTRACTOR in connection with this Agreement. CONTRACTOR
shall maintain for a minimum period of three (3) years (from the date of final payment to
CONTRACTOR), or for any longer period required by law, sufficient books and records in
accordance with standard California accounting practices to establish the correctness of all charges
submitted to CITY by CONTRACTOR, all of which shall be made available to CITY at the
CITY’s offices within five (5) business days after CITY’s request.
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D. CONFIDENTIALITY OF MATERIAL
All ideas, memoranda, specifications, plans, manufacturing procedures, data (including, but not
limited to, computer data and source code), drawings, descriptions, documents, discussions or
other information developed or received by or for CONTRACTOR and all other written and oral
information developed or received by or for CONTRACTOR and all other written and oral
information submitted to CONTRACTOR in connection with the performance of this Agreement
shall be held confidential by CONTRACTOR and shall not, without the prior written consent of
CITY, be used for any purposes other than the performance of the Services, nor be disclosed to an
entity not connected with the performance of the such Services. Nothing furnished to
CONTRACTOR which is otherwise known to CONTRACTOR or is or becomes generally known
to the related industry (other than that which becomes generally known as the result of
CONTRACTOR’S disclosure thereof) shall be deemed confidential. CONTRACTOR shall not
use CITY’S name or insignia, or distribute publicity pertaining to the services rendered under this
Agreement in any magazine, trade paper, newspaper or other medium without the express written
consent of CITY.
E. NO PLEDGING OF CITY’S CREDIT.
Under no circumstances shall CONTRACTOR have the authority or power to pledge the credit of
CITY or incur any obligation in the name of CITY.
F. OWNERSHIP OF MATERIAL.
All material including, but not limited to, computer information, data and source code, sketches,
tracings, drawings, plans, diagrams, quantities, estimates, specifications, proposals, tests, maps,
calculations, photographs, reports and other material developed, collected, prepared (or caused to
be prepared) under this Agreement shall be the property of CITY, but CONTRACTOR may retain
and use copies thereof subject to Section V.D of this Exhibit “A”.
CITY shall not be limited in any way in its use of said material at any time for any work, whether
or not associated with the City project for which the Services are performed. However,
CONTRACTOR shall not be responsible for, and City shall indemnify CONTRACTOR from,
damages resulting from the use of said material for work other than PROJECT, including, but not
limited to, the release of this material to third parties for work other than on PROJECT.
G. NO THIRD PARTY BENEFICIARY.
This Agreement shall not be construed or deemed to be an agreement for the benefit of any third
party or parties, and no third party or parties shall have any claim or right of action hereunder for
any cause whatsoever.
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H. NOTICES.
Notices are to be sent as follows:
CITY: Gary Heap, City Engineer
City of Gilroy
7351 Rosanna Street
Gilroy, CA 95020
CONTRACTOR: James Felice
Oldcastle Infrastructure
One Live Oak Avenue
Morgan Hill, CA 95037
I. FEDERAL FUNDING REQUIREMENTS.
If the box to the left of this sentence is checked, this Agreement involves federal
funding and the requirements of this Section V.I. apply.
If the box to the left of this sentence is checked, this Agreement does not involve
federal funding and the requirements of this Section V.I. do not apply.
1. DBE Program
CONTRACTOR shall comply with the requirements of Title 49, Part 26, Code of Federal
Regulations (49 CFR 26) and the City-adopted Disadvantaged Business Enterprise programs.
2. Cost Principles
Federal Acquisition Regulations in Title 48, CFR 31, shall be used to determine the allowable cost
for individual items.
3. Covenant against Contingent Fees
The CONTRACTOR warrants that he/she has not employed or retained any company or person,
other than a bona fide employee working for the CONTRACTOR, to solicit or secure this
Agreement, and that he/she has not paid or agreed to pay any company or person, other than a
bona fide employee, any fee, commission, percentage, brokerage fee, gift or any other
consideration, contingent upon or resulting from the award or formation of this Agreement. For
breach or violation of this warranty, the Local Agency shall have the right to annul this Agreement
without liability or, at its discretion, to deduct from the agreement price or consideration, or
otherwise recover, the full amount of such fee, commission, percentage, brokerage fee, gift or
contingent fee.
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EXHIBIT “B”
SCOPE OF SERVICES
The Project Scope of Work includes the removal and replacement of three damaged precast
concrete sound wall panels (including columns and caps) at the northwest corner of Mantelli Drive
and Santa Teresa Boulevard in Gilroy, CA.
Tasks:
1. Traffic Control Plans and Traffic Control during project construction.
2. Remove and replace three damaged precast concrete sound walls including their columns and
caps.
3. Fabricate and install three new precast concrete sound wall panels and their columns and caps.
4. Patch and paint three new precast concrete sound wall panels, columns, and caps to match the
existing sound wall panels as close as practicable.
See Attachment A for contractor's original quote.
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EXHIBIT “C”
MILESTONE SCHEDULE
Estimated Start Date: September 12, 2022
Field Measurements: 1 Week
Casting and Curing New Sound Wall Panels: 4 Weeks
Panel Removal and Replacement: 1 Week
Onsite Finish Work: 1 Week
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EXHIBIT “D”
PAYMENT SCHEDULE
Lump Sum: $62,230.00
10% Contingency: $6,223.00
Total Not To Exceed (including 10% contingency): $68,453.00
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January 14, 2022
Ms. Faranak Mahdavi
City of Gilroy – Public Works Department
7351 Rosanna Street
Gilroy, California 95020
(408) 846 – 0256 (669) 286 – 6048
Faranak.Mahdavi@ci.gilroy.ca.us
Reference: Wall Panels Replacement
Santa Teresa Boulevard and Mantelli Drive
Gilroy, California
Proposal No. 220102
Dear Faranak,
We are pleased to submit our proposal for the above referenced proj ect.
SPECIFIC INCLUSIONS TO THIS PROPOSAL:
A) Provide the required traffic control for our scope of work only, including an engineered traffic
control plan.
B) Remove and dispose of the damaged precast concrete wall panels (three each), with columns
and caps.
C) Fabricate and install the new precast concrete wall panels (three each), with columns and
caps.
D) Patch and paint the new precast concrete wall panels (three each), with columns and caps.
SPECIFIC EXCLUSIONS TO THIS PROPOSAL:
A) The cost of any permits, bonds, inspections or testing.
B) More than one move-in for our scope of work.
C) Any interface with the existing residents.
D) Traffic controls, pedestrian controls or lane/parking-lane closures for other than our scope of
work.
E) Exactly matching the existing walls’ style, texture or color.
F) The required tree trimming.
G) Work to or on any existing project site/yard facility; e. g. no removing/replacing/modifying
hardscaping, or landscaping.
Sierra Walls
One Live Oak Avenue
Morgan Hill, California 95037
Office (408) 779 – 1000
Attachment ADocuSign Envelope ID: C5DF45A4-3705-4E0A-82C6-2E4738D20BCD
City of Gilroy – Public Works Department
Wall Panels Replacement
Proposal No. 220102
January 14, 2022
Page two
SPECIFIC CONDITIONS TO THIS PROPOSAL:
A)This proposal is based on our January 12, 2022 project site visit.
B)This proposal is based on our standard structural engineering and design as well as our
standard product dimensions, specifications and tolerances.
C)Except caused by our own negligence, we shall not be held responsible for damage to any
existing project site/yard facility; e.g. unmarked underground utilities, hardscaping, or
landscaping.
D)Retention may be withheld "only" up to thirty-five days after the completion of our scope of
work.
E)This proposal must be incorporated into any contract agreement.
AMOUNT:
$ 62,230.00 lump sum.
Should you have any questions regarding the foregoing, please feel free to contact me. Thank you
for your consideration in this matter.
Respectfully yours,
Jim
James C. Felice
Chief Estimator JCF/lgb
________________________________________________________________________________
The undersigned client accepts this proposal, including its conditions and exclusions, and authorizes
the commencement of its scope of work.
_______________________________ _________________________________
CLIENT SIGNATURE and TITLE ACCEPTANCE DATE
Attachment ADocuSign Envelope ID: C5DF45A4-3705-4E0A-82C6-2E4738D20BCD