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PW 519 4th St. Grading, Sewer, Water WorkCity of San Rafael ♦ California Agreement For GRADING, SEWER AND WATER WORK AT 519 4TH STREET This Agreement is made and entered into this <e da of V 2 1 g y 0 6, by and between the City of San Rafael (hereinafter called City) and Machado Brothers, Inc. (hereinafter called Contractor). The City and the Contractor, for the consideration hereinafter stated, agree as follows: I. Scope of the Work The Contractor hereby agrees to furnish all of the materials and all of the equipment and labor necessary, and to perform all of the work as required for grading, sewer and water work at 519 4" Street, per the scope of work contained in the Contractor's proposal attached hereto as Exhibit A. II. Coordination. The City's Project Director, responsible for the supervision of all aspects of the progress and execution of this Agreement for City is Bill Guerin. The Contractor's Project Manager, responsible for the progress and execution of this Agreement for the Contractor is Eric Machado. The parties will notify each other in writing at least ten (10) days in advance of any change in the individuals assigned to these positions. III. Insurance (a) Scope of Coverage. During the term of this Agreement, the Contractor shall maintain, at no expense to the City, the following insurance policies: 1. A commercial general liability insurance policy in the minimum amount of one million dollars ($1,000,000) per occurrence/two million dollars ($2,000,000) aggregate, for death, bodily injury, personal injury, or property damage. 2. An automobile liability (owned, non -owned, and hired vehicles) insurance policy in the minimum amount of one million dollars ($1,000,000) dollars per occurrence. 3. If it employs any person, the Contractor shall maintain worker's compensation and employer's liability insurance, as required by the State Labor Code and other applicable laws and regulations, and as necessary to protect both the Contractor and the City against all liability for injuries to the Contractor's officers and employees. The Contractor's worker's compensation insurance shall be specifically endorsed to waive any right of subrogation against the City. (b) Other Insurance Requirements. The insurance coverage required of the Contractor in subparagraph A of this section above shall also meet the following requirements: 1. The insurance policies shall be specifically endorsed to include the CITY, its officers, agents, employees, and volunteers, as additionally named insureds (for both ongoing and completed operations) under the policies. Page 1 Fi�� J_ 3 -03I PJ 2. The additional insured coverage under Contractor's insurance policies shall be primary with respect to any insurance or coverage maintained by City and shall not call upon City's insurance or self-insurance coverage for any contribution. The "primary and noncontributory" coverage in Contractor's policies shall be at least as broad as ISO form CG20 0104 13. 3. The insurance policies shall include, in their text or by endorsement, coverage for contractual liability and personal injury. 4. The insurance policies shall be specifically endorsed to provide that the insurance carrier shall not cancel, terminate or otherwise modify the terms and conditions of said insurance policies except upon ten (10) days written notice to the City. 5. If the insurance is written on a Claims Made Form, then, following termination of this Agreement, said insurance coverage shall survive for a period of not less than five years. 6. The insurance policies shall provide for a retroactive date of placement coinciding with the effective date of this Agreement. 7. The limits of insurance required in this Agreement may be satisfied by a combination of primary and umbrella or excess insurance. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary and noncontributory basis for the benefit of City (if agreed to in a written contract or agreement) before City's own insurance or self-insurance shall be called upon to protect it as a named insured. 8. It shall be a requirement under this Agreement that any available insurance proceeds broader than or in excess of the specified minimum insurance coverage requirements and/or limits shall be available to the City or any other additional insured party. Furthermore, the requirements for coverage and limits shall be: (1) the minimum coverage and limits specified in this Agreement; or (2) the broader coverage and maximum limits of coverage of any insurance policy or proceeds available to the named insured; whichever is greater. (c) Deductibles and SIR's. Any deductibles or self-insured retentions in the Contractor's insurance policies must be declared to and approved by the Project Manager and the City's City Attorney, and shall not reduce the limits of liability. Policies containing any self-insured retention (SIR) provision shall provide or be endorsed to provide that the SIR may be satisfied by either the named insured or the City or other additional insured party. At City's option, the deductibles or self- insured retentions with respect to the City shall be reduced or eliminated to the City's satisfaction, or the Contractor shall procure a bond guaranteeing payment of losses and related investigations, claims administration, attorney's fees and defense expenses. (d) Proof of Insurance. The Contractor shall provide to the Project Manager or City's City Attorney all of the following: (1) Certificates of Insurance evidencing the insurance coverage required in this Agreement; (2) a copy of the policy declaration page and/or endorsement page listing all policy endorsements for the commercial general liability policy, and (3) excerpts of policy language or specific endorsements evidencing the other insurance requirements set forth in this Agreement. The City reserves the right to obtain a full certified copy of any insurance policy and endorsements from the Contractor. Failure to exercise this right shall not constitute a waiver of the right to exercise it Page 2 later. The insurance shall be approved as to form and sufficiency by Project Manager and the City's City Attorney. IV. Time of Completion (a) The acquisition of materials performed under this Contract shall be commenced within ten (10) Working Days after the date of written notice by the City to the Contractor to proceed. (b) All work shall be completed within twenty (20) Working Days, and with such reasonable extensions of time as may be requested by the Contractor and approved by the City. V. Liquidated Damages. It is agreed that, if all the work required by the contract is not finished or completed within the number of working days as set forth in this Agreement, damage will be sustained by the City, and that it is and will be impracticable and extremely difficult to ascertain and determine the actual damage which the City will sustain in the event of and by reason of such delay; and it is therefore agreed that the Contractor will pay to the City, the sum of6f each and every working day's p delay in finishing the work in excess of the number of workinIdays prescribed above; and the fV Contractor agrees to pay said liquidated damages herein provided for, and further agrees that the City may deduct the amount thereof from any moneys due or that may become due the Contractor under this Agreement. VI. Compensation The City shall pay to the Contractor for the full performance of the work under this Agreement the fixed amount of $43,467.46 as specified in Exhibit A attached to this Agreement. VII. Payments (a) On not later than the 6th day of every month the Public Works Department shall prepare and submit an estimate covering the work completed from the start of the job up to and including the 25th day of the preceding month, and the value of the work so completed together with such supporting evidence as may be required by the City and/or the Contractor. (b)As soon as possible after the preparation of the estimate, the City shall, after deducting previous payments made, pay to the Contractor 95% of the amount of the estimate as approved by the Public Works Department. (c) The Contractor may elect to receive 100% of payments due under this Agreement from time to time, without retention of any portion of the payment by the City, by depositing securities of equivalent value with the City in accordance with the provisions of Section 4590 of the Government Code. Such securities, if deposited by the Contractor, shall be valued by the City's Finance Director, whose decision on valuation of the securities shall be final. VIII. Acceptance and Final Payment (a) Upon receipt of written notice that the work is ready for final inspection and acceptance, the City shall within 5 days make such inspection, and when it finds the work acceptable under the Agreement and the Agreement fully performed, the City will promptly issue a Page 3 Notice of Completion, stating that the work required by this Agreement has been completed and is accepted by the City under the terms and conditions thereof, and the entire balance found to be due the Contractor, shall be paid to the Contractor by the City as soon as possible, (b) Before final payment is due the Contractor shall submit evidence satisfactory to the City that all payrolls, material bills, and other indebtedness connected with work have been paid, except that in case of disputed indebtedness or liens the Contractor may submit in lieu of evidence of payment a surety bond satisfactory to the City guaranteeing payment of all such disputed amounts when adjudicated in cases where such payment has not already been guaranteed by surety bond. (c) The making and acceptance of the final payment shall constitute a waiver of all claims by the City, other than those arising from any of the following: (1) unsettled liens; (2) faulty work appearing within 12 months after final payment; (3) requirements of the specifications; or (4) manufacturers' guarantees. It shall also constitute a waiver of all claims by the Contractor, except those previously made and still unsettled. Such payment shall be made under the terms and conditions governing final payment, except that it shall not constitute a waiver of claims. IX. Compliance with Caltrans Standards and Specs and All Applicable Laws All work shall be performed in compliance with the Caltrans Standard Plans and Specifications 2010, the California Building Code, the California Electrical Code and all other applicable federal, state and local laws, codes and regulations. X. Indemnification (a) The Contractor shall, to the fullest extent permitted by law, indemnify, release, defend with counsel approved by the City, and hold harmless the City, its officers, agents, employees and volunteers (collectively, the "City Indemnitees"), from and against any claim, demand, suit, judgment, loss, liability or expense of any kind, including but not limited to attorney's fees, expert fees and all other costs and fees of litigation, (collectively "CLAIMS"), arising out of the Contractor's performance of its obligations or conduct of its operations under this Agreement. The Contractor's obligations apply regardless of whether or not a liability is caused or contributed to by the active or passive negligence of the City Indemnitees. However, to the extent that liability is caused by the active negligence or willful misconduct of the City Indemnitees, the Contractor's indemnification obligation shall be reduced in proportion to the City Indemnitees' share of liability for the active negligence or willful misconduct. In addition, the acceptance or approval of the Contractor's work or work product by the City or any of its directors, officers or employees shall not relieve or reduce the Contractor's indemnification obligations. In the event the City Indemnitees are made a party to any action, lawsuit, or other adversarial proceeding arising from Contractor's performance of or operations under this Agreement, The Contractor shall provide a defense to the City Indemnitees or at City's option reimburse the City Indemnitees their costs of defense, including reasonable attorneys' fees, incurred in defense of such claims. (b) The defense and indemnification obligations of this Agreement are undertaken in addition to, and shall not in any way be limited by, the insurance obligations contained in this Agreement, and shall survive the termination or completion of this Agreement for the full period of time allowed by law. Page 4 XI. Nondiscrimination. The Contractor shall not discriminate, in any way, against any person on the basis of age, sex, race, color, religion, ancestry, national origin or disability in connection with or related to the performance of its duties and obligations under this Agreement. XII. No Third Party Beneficiaries The City and the Contractor do not intend, by any provision of this Agreement, to create in any third party, any benefit or right owed by one party, under the terms and conditions of this Agreement, to the other party. XIII. Notices All notices and other communications required or permitted to be given under this Agreement, including any notice of change of address, shall be in writing and given by personal delivery, or deposited with the United States Postal Service, postage prepaid, addressed to the parties intended to be notified. Notice shall be deemed given as of the date of personal delivery, or if mailed, upon the date of deposit with the United States Postal Service. Notice shall be given as follows: To City: To Contractor: Public Works Director Machado Brothers, Inc. City of San Rafael 1005 Spring Hill Road 1400 Fifth Avenue Petaluma, CA 94952 P.O. Box 151560 San Rafael, CA 94915-1560 XIV. Independent Contractor For the purposes, and for the duration, of this Agreement, the Contractor, its officers, agents and employees shall act in the capacity of an independent contractor, and not as employees of the City. The Contractor and the City expressly intend and agree that the status of the Contractor, its officers, agents and employees be that of an independent contractor and not that of an employee of the City. XV. Entire Agreement; Amendments (a) The terms and conditions of this Agreement, all exhibits attached, and all documents expressly incorporated by reference, represent the entire Agreement of the parties with respect to the subject matter of this Agreement. (b) This written Agreement shall supersede any and all prior agreements, oral or written, regarding the subject matter between the Contractor and the City. (c) No other agreement, promise or statement, written or oral, relating to the subject matter of this Agreement, shall be valid or binding, except by way of a written amendment to this Agreement. (d) The terms and conditions of this Agreement shall not be altered or modified except by a written amendment to this Agreement signed by the Contractor and the City. (e) If any conflicts arise between the terms and conditions of this Agreement, and the terms and conditions of the attached exhibits or the documents expressly incorporated by reference, the terms and conditions of this Agreement shall control. Page 5 XVI. Waivers The waiver by either party of any breach or violation of any term, covenant or condition of this Agreement, or of any ordinance, law or regulation, shall not be deemed to be a waiver of any other term, covenant, condition, ordinance, law or regulation, or of any subsequent breach or violation of the same or other term, covenant, condition, ordinance, law or regulation. The subsequent acceptance by either party of any fee, performance, or other consideration which may become due or owing under this Agreement, shall not be deemed to be a waiver of any preceding breach or violation by the other party of any term, condition, covenant of this Agreement or any applicable law, ordinance or regulation. XVII. City Business License; Other Taxes The Contractor shall obtain and maintain during the duration of this Agreement, a City business license as required by the San Rafael Municipal Code. The Contractor shall pay any and all state and federal taxes and any other applicable taxes. The City shall not be required to pay for any work performed under this Agreement, until the Contractor has provided the City with a completed Internal Revenue Service Form W-9 (Request for Taxpayer Identification Number and Certification). XVIII. Prevailing Wages The Contractor shall pay prevailing wages to all of its employees performing work under this Agreement in accordance with the California Labor Code Section 1771 and San Rafael Municipal Code Section 11.50.180(C). XIX. Warranties (a) Except as otherwise expressly provided in this Agreement, and excepting only items of routine maintenance, ordinary wear and tear and unusual abuse or neglect by the City, the Contractor warrants and guarantees all work executed and all supplies, materials and devices of whatsoever nature incorporated in or attached to the work, or otherwise provided as a part of the work pursuant to this Agreement, to be absolutely free of all defects of workmanship and materials for a period of one year after final acceptance of the entire work by the City. The Contractor shall repair or replace all work or material, together with any other work or material that may be displaced or damaged in so doing, that may prove defective in workmanship or material within this one year warranty period without expense or charge of any nature whatsoever to the City. (b) In the event that the Contractor shall fail to comply with the conditions of the foregoing warranty within ten (10) days after being notified of the defect in writing, the City shall have the right, but shall not be obligated, to repair, or obtain the repair of, the defect and the Contractor shall pay to the City on demand all costs and expense of such repair. Notwithstanding anything herein to the contrary, in the event that any defect in workmanship or material covered by the foregoing warranty results in a condition that constitutes an immediate hazard to public health or safety, or any property interest, or any person, the City shall have the right to immediately repair, or cause to be repaired, such defect, and Contractor shall pay to the City on demand all costs and expense of such repair. The foregoing statement relating to hazards to health, safety or property shall be deemed to include both temporary and permanent repairs that may be required as determined in the sole discretion and judgment of the City. Page 6 (c) In addition to the above, the Contractor shall make a written assignment of any applicable manufacturers' and other product warranties to the City, prior to completion and final acceptance of the work by the City. IN WITNESS WHEREOF, City and Contractor have caused their authorized representatives to execute this Agreement the day and year first hereinabove written. CITY OF SAN RAFAEL: CONTRACTOR: By: _ _ _By' -� Jinn Schu Printed Name: City Ma ger Title: 6e��-—'1 Attest: Esther C. Beirne, City Clerk Approved as to Form: . 0IeFc Robert F. Epstein,VCiA4n&ey� Page 7 0 O �0 O k0 0 0 0 0 0 0 0 �o "O"CD, O O C. C. 0 0 0 0 �p .•+ O r� N .-. 00 N O� O lzt 0 0 0 0 0 0 C. 0 0 0 0 .� O 00 cV V 4 vi O 4 O O O vi O .4 00 0\ O O M M 0 .-+ N O 00 O M 69 1-0 O M 64 64 .--• l� O� 00 01 01 M V h 00 N N O 00 Vl h lO �-•� N N N N 64 m NH M O 65 b9 69 59 54 69 69 69 69 b9 69 69 b9� cl' bR a _ d q c - o I " _ d y O M C- V1 00 . 0 0 O O O O O O O M O M M V1 00 .� O O O T O h 15 O U O=� O b 4� M 00 O vl ' O N 4 O\ N y �~ N 7 rn CD N O = 0000 10 N : F N N V] V] C a TE"4 r 64 64 65 65 64 64 65 65 64 64 64 65 64 64 65 64 65 9 o vi W W 4: 4+ W W 4i viv 4: v U Wv U U Qy UN v N N V N N Cd N N d ��'• r^ O N N Cl. U a WW — —— ----- C4 [ cn � m T_� a F F -� c c •� er o o Ln M Ln y U N rn m E o E U rho F, E F� •o a n Y y U ^ 3 ti o din N U Fr a� v Ur 0 u � y o of a Q V W W w 3 y c b ' a s-0\ +'' m H O ct O0 r4 0 C Y x v 1 4 m in o Uw L).;3 c ❑ 3N 7N•� y � Q Q Q C U un ? C z W g C) = 3 v ;- ALO+ ca 0 M m ^ C O -o - �- O Ocn Q oE 'o A my o •moo 0o Q n' c `-` W v� " W ami W o �ccl axi VV) v J h ,N .� Q > Q U M .b 3 N 0 O Ln .i Q aci o E E 0� c°n' '� '[ 3 c8 -a U •c CC o w l u o G r-1 F- w -j d A g a 0 c. a 5 O U vii td, p H A F =• A F- INCLUSIONS The following items of work are included with Machado Brothers, Inc. Scope of Work; unless otherwise detailed in Proposal: Additional Clarifications/Qualifications: 1. A Total of 3 mobilizations included; l each rough grade; 1 each undergound 1 each finish grade and rock. Additional move-in's will be at a negotiated cost paid by the owner. 2. This proposal is based upon working std. 40 hrs., 5 day work weeks and mutually agreeable schedules. MBI will offer to accelerate the project schedule by working extended hours (60 hrs.-6 day work weeks) 3. Water for construction purposes is required for the project. This proposal is based upon availability of water on or adjacent to the construction site. Owner to obtain approval for the use thereof. 4. Dust control is included while Machado Brothers, Inc is physically onsite working. 5. Backfilling of retaining walls/culvert structures (if applicable to our scope of work) will not begin until concrete obtains 28 day design strength; or until owner authorizes backfill to proceed and indemnifies Machado Brothers, Inc for damage to retaining walls. 6. Preparation of original ground (scarification, pre -watering, moisture conditioning, compaction) prior to placing embankment fill is limited to 8" depth. 7. Final payment shall at the contract unit prices for work actually installed as determined by field measurement. The quantity/unit price breakdown is submitted as a total package for information and relative for billing breakdown purposes only unless agree. 8. This proposal is to be an attachment to any subcontract agreement. Work will not start on this project until Machado Brothers, Inc has received (1) a schedule of values outlining the contract billing items, (2) verification, enrollment and approval of Insurance coverage for any proposed O.C.I.P. or "wrap policy". 9. Job is bid as a total package (unless agreed to otherwise). 10. Utilities to be backfilled using excavated materials and compacted to 90% relative compaction. 11. Utilities shall be installed per plan and capped below grade. 12. Initial benching/prep and subsequent spoil cleanup forjoint trench is not included. This work will be completed on a time and material basis or agreed upon pricing once joint trench plans area approved. 13. All plan revisions, changes or correspondence will be delivered to Machado Brothers, Inc main office. 14. Select import or lime treat (if included in our scope of work) will be installed at one constant thickness and at one constant elevation. Stepping or thickening below bottom of footings is not included unless specifically addressed in proposal. 15. Removal of lime treated material (if included in scope of work) at planters is not included unless specifically addressed. 16.Earthwork pricing based on utilizing onsite material excavated from insitu condition, cut and hauled directly from embankment fills without culling, screening or processing. 17. Traffic control plans necessary for our work are included and will be submitted based upon utilizing standard Caltrans lane closure details. Certified engineered plans by licensed traffic engineer or other impact studies are not included. 18. Soils, rocks, and asphalt testing will be supplied by owner at no cost to MBI during the progress of work in a timely fashion and during phases of our scope of with quantitative results to ensure all work tasks are in compliance with the project specs. 19. De -Watering; Any excavations and/or trenches. MACHADO BROTHERS, INC. Page 2 of 3 EXCLUSIONS The following items of work are excluded from Machado Brothers, Inc. Scope of Work; unless otherwise detailed in Proposal: 1. Blasting, hoe -ram, rock excavation (see qualifications). 2. Lead Paint, Asbestos Abatement, Removal of ACP (transite pipe). Hazardous material handling, monitoring and disposal. 3. Over excavation and re -compaction other than specified in sections and soils report. 4. Work in areas not accessible to equipment or obstructed. 5. Sub drains, keyways, dewatering. (See Alternate). 6. Removal/re-handling of spoils generated by others. 7. Topsoil or import of topsoil. Redistribution of topsoil/stockpiled strippings. 8. Pavement edge moisture barrier. Weed Killer, soil sterilant, termite control. 9. Aggregate cushions or sand for building slabs. 10. Concrete work except as stated in proposal items. 11. Fencing or fence replacement. Fencing of tree drip lines or tree protection. 12. Cost of construction water. Obtaining approval for use of public/private water. 13. Seal Coats: fog, asphalt, slurry. 14. Electrical work, street lights or joint trench. 15. Disconnect or capping gas & electric. Adjust existing boxes or structures to grade. 16. Landscaping and Irrigation or replacement of same. Site Furniture, Hardscape (incl. BFP enclosures.) 17. Erosion control maintenance or removal of same; Except as stated 18. Bonds, fees, permits, testing, inspections, as -built drawings, staking for our items of work. 19. Water meters, fire line calcs, shop drawings, tamper switch and conduit. 20. Removal or relocation of existing utilities found in conflict. 21. Cleaning/flushing, testing of existing storm drain systems. Testing/cleaning, certification of backflow preventors. 22. Work around unmarked utilities/utilities not shown on plans. Work adjacent to buildings once layout, foundation, framing has begun. 23. Building connections. 24. Rock lining of swayles. 25. Sewer septic/mound systems. Domestic/fire water systems. 26. Electrical supply and connections, discharge pipe connections to irrigation rainwater and grey -water recycling holding tanks excluded. 27. Air monitoring for dust, and any testing. 28. De -Watering; any excavations and/or trenches. MACHADO BROTHERS, INC. Page 3 of 3 CONTRACT ROUTING FORM INSTRUCTIONS: Use this cover sheet to circulate all contracts for review and approval in the order shown below. V TO BE COMPLETED BY INITIATING DEPARTMENT PROJECT MANAGER: Contracting Department: DPW Project Manager: Bill Guerin Extension: 485-3110 Contractor Name: Machado Brothers, Inc. Contractor's Contact: Eric Machado Contact's Email: machadobrothers@msn.com ❑ FPPC: Check if Contractor/Consultant must file Form 700 Step RESPONSIBLE DESCRIPTION COMPLETED REVIEWER DEPARTMENT DATE Check/Initial 1 Project Manager a. Email PINS Introductory Notice to Contractor 11/2/2016 ❑ 11/2/2016 b. Email contract (in Word) & attachments to City Atty c/o Laraine.Gittens@cityofsanrafael.org ❑ 2 City Attorney a. Review, revise, and comment on draft agreement 11/2/2016 ® LAG and return to Project Manager 11/2/2016 b. Confirm insurance requirements, create Job on ® LAG PINS, send PINS insurance notice to contractor 3 Project Manager Forward three (3) originals of final agreement to Click here to ❑ contractor for their signature enter a date. 4 Project Manager When necessary, * contractor -sieved agreement �� N/A agendized for Council approval *PSA > $20,000; or Purchase > $35,000; or Or ❑ Public Works Contract> $125,000 Click here to Date of Council approval enter a date. PRINT CONTINUE ROUTING PROCESS WITH HARD COPY 5 Project Manager Forward signed original agreements to City Attorney with printed copy of this routing form 6 City Attorney Review and approve hard copy of signed Z/Z3l 7 City Attorney agreement Review and approve insurance in PINS, and bonds �f (for Public Works Contracts) 14r 8 City Manager/ Mayor Agreement executed by Council authorized official 9 City Clerk Attest signatures, retains original agreement and forwards copies to Project Manager