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CS Alberts Tennis Court ResurfacingCity of San Rafael ♦ California Agreement For RESURFACING FOUR (4) TENNIS COURTS, ALBERT PARK This Agreement is made and entered into this 2/sl day of tiM9c6-L - '2017, by and between the City of San Rafael (hereinafter called City) and Steven Adams, dba Adams Surfacing (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 resurfacing four (4) tennis courts at Albert Park, per the scope of work contained in the Contractor's proposal dated October 27, 2016 attached hereto as Exhibit A and incorporated herein. The Contractor hereby agrees to remove any debris generated by the contractor at the contractor's expense. 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 Ashley Howe, under the general supervision of the Director of Public Works. The Contractor's Project Manager, responsible for the progress and execution of this Agreement for the Contractor is Steven Adams. 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: Page 1 4 -3 - UL40A 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. 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 Page 2 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 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 fifteen (15) Working Days after the date of written notice by the City to the Contractor to proceed. (b) All work shall be completed within fourty-five (45) Working Days after the date of written notice by the City to the Contractor to proceed, 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 of $500 for each and every working day's delay in finishing the work in excess of the number of working days prescribed above; and the 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 $34,800 as specified in Exhibit A attached to this Agreement. VII. Payments (a) On not later than the 6th day of every month the Community Services 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 Community Services 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 Page 3 (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 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. Page 4 (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. 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: Ashley Howe Steven Adams Senior Recreation Supervisor Adams Surfacing San Rafael Community Center P.O. Box 1825 618 B Street Santa Rosa, CA 95402 San Rafael, CA 94901 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. Page 5 (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. 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 Page 6 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. (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: By: Jim chut City an ger Attest: Esther C. Beirne, City Clerk Approved as to Form: is ol�d Robert F. Epstein, CA omey CONTRACTOR: Adams Surfacing By: PrintedMame: Steven Adams Title: O W 0 Page 7 ADAMS SURFACING P.O. BOX 1825 SANTA ROSA, CA 95402 707 528-9651 FAX 707 544-5349 Email: adamssurfacing@yahoo.com October 27, 2016 TO: City of San Rafael Attn.: Ashley Howe Job: Resurfacing 4 Tennis Courts, @ Albert Park, San Rafael, CA --------------------------------------------------------------------------------------------------------------------- PROPOSAL 1. Run sanding machine over all cracks on courts. 2. Pressure wash entire surface of courts. 3. Patch and seal all cracks and gouges with Novabond Crack Mix and Elastimuric Crack Filler. 4. Apply two coats of Nova Acrylic Flex Resurfacer textured with sand to the entire surface of courts. 5. Apply three coats of Nova Acrylic Color Coat system to courts. First two coats will be textured with sand. Final coat is a sealer coat. Colors will be Nova Green inside playing area and Nova Grass Green border. 6. Measure out and apply game lines with Novatex white line paint. PRICE: $18,800.00 (Eighteen thousand eight hundred dollars) If customer chooses to install the Riteway Crack Repair Three -Layered Fabric System, over all structural cracks, appx. 1300 linear feet, price for this step would be $16,000.00. Price good for six months from proposal date. *One year conditional warranty on surface materials only. (Abnormal fading and/or abnormal peeling. **Due to ground movement and/or base problems beyond our control Adams Surfacing cannot offer warranties against the appearance of any cracks. Submitted by: Accepted by: Steve Adams CA Contractors' License #689697 DIR#:1000017665 EXHIBIT A CONTRACT ROUTING FORM INSTRUCTIONS: Use this cover sheet to circulate all contracts for review and approval in the order shown below. TO BE COMPLETED BY INITIATING DEPARTMENT PROJECT MANAGER: Contracting Department: Community Services Project Manager: Ashley Howe Extension: 3343 Contractor Name: Adams Surfacing Contractor's Contact: Steven Adams, (707) 544-5349 Contact's Email: adamssurfacing@yahoo.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 11/29/2016 Click here to b. Email contract (in Word) & attachments to City enter a date. Atty c/o Laraine.Gittens@cityofsanrafael.org ❑ 2 City Attorney a. Review, revise, and comment on draft agreement 2/1/2017 ® LAG and return to Project Manager 2/1/2017 ® LAG b. Confirm insurance requirements, create Job on PINS, send PINS insurance notice to contractor 3 Project Manager Forward three (3) originals of final agreement to 2/2/2017 ❑ contractor for their signature 4 Project Manager When necessary, * contractor -sinned agreement ❑ N/A agendized for Council approval *PSA > $20,000; or Purchase > $35,000; or Or ❑ Public Works Contract > $125,000 Date of Council approval Click here to enter a date. PRINT CONTINUE ROUTING PROCESS WITH HARD COPY 5 Project Manager Forward signed original agreements to City �,�I-i iZp11 Attorney with printed copy of this routing form 6 City Attorney Review and approve hard copy of signed 31 J7 Q Q' agreementQt`U- f j 7 City Attorney Review and approve insurance in PINS, and bonds 311717 (for Public Works Contracts) 7V� 8 City Manager/ Mayor I Agreement executed by Council authorized official 9 City Clerk Attest signatures, retains original agreement and lr I forwards copies to Project Manager 3. 22 . i7 LI — 3 —