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PW Storm Water Pump Station Repair 2017City of San Rafael ♦ California Form of Agreement for Pump Station Repair & Replacement This Agreement is made and entered into as of the 5th day of September, 2017 by and between the City of San Rafael (hereinafter called City) and Pump Repair Service Company, (hereinafter called Contractor). Witnesseth, that the City and the Contractor, for the considerations hereinafter named, agree as follows: 1. Scope of the Work. The Contractor hereby agrees to furnish all of the materials, equipment, and labor necessary to perform the routine weekly and monthly landscape maintenance work for the project entitled "Pump Repair & Replacement," all in accordance with the scope of work and requirements outlined in the Exhibits A, B, and C dated August 21, 2017, May 24, 2017, and August 21, 2017 respectively, and attached hereto. 2. Prevailing Wages. Pursuant to the requirements of California Labor Code Section 1771, and San Rafael Municipal Code Section 11.50.180 (C), the general prevailing wage in the locality in which the work is to be performed, for each craft or type of worker needed to execute the contract, shall be followed. 3. Time of Completion (a) The work to be performed under this Contract shall be commenced within Twelve (90) WORKING DAYS after the date of written notice by the City to the Contractor to proceed. (b) All work shall be completed, including all punchlist work, within the time period as specified in the SCHEDULE in Section III hereafter, with such extensions of time as are provided for in the General Provisions. 4. The Contract Sum. The City shall pay to the Contractor for the performance of the Contract the amounts determined for the total number of each of the units of work in the following schedule completed, at the unit price stated. BID ITEMS Item Description Schedule Quantity Unit Unit Cost Total Cost I . Cayes Pump Station, Pump 42 Replacement 8weeks 1 LS @ $64,531.25 = $64,531.25 2. Montecito Pump Station, Pump 43 Replacement l2weeks 1 LS @ $108,064.76 = $108,064.76 3. Northn Francisco Pump Station, Pump 95 Replace l2weeks 1 LS @ $28,935.14 $28,935.14 4. 150 o Contingency $30,229.85 5. Grand total $231,761.00 5. Payments. Payment will be made monthly upon receipt by the City of itemized invoices submitted by Contractor, showing work performed during the invoice period. Agreement • 1 6. Insurance. (a). Scope of Coverage. During the term of this Agreement, Contractor shall maintain, at no expense to 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, Contractor shall maintain worker's compensation insurance, as required by the State of California, with statutory limits, and employer's liability insurance with limits of no less than one million dollars ($1,000,000) per accident for bodily injury or disease. Contractor's worker's compensation insurance shall be specifically endorsed to waive any right of subrogation against 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 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 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. By execution of this Agreement, Contractor hereby grants to the City a waiver of any right to subrogation which any insurer of Contractor may acquire against the City by virtue of the payment of any loss under such insurance. Contractor agrees to obtain any endorsement that may be necessary to effect this waiver of subrogation, but this provision applies regardless of whether or not the City has received a waiver of subrogation endorsement from the insurer. 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 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 Contractor's insurance policies must be declared to and approved by the City, and shall not reduce the limits of liability. Policies containing any self-insured retention (SIR) Agreement • 2 provision shall provide or be endorsed to provide that the SIR may be satisfied by either the named insured or City or other additional insured party. At City's option, the deductibles or self-insured retentions with respect to City shall be reduced or eliminated to City's satisfaction, or Contractor shall procure a bond guaranteeing payment of losses and related investigations, claims administration, attorney's fees and defense expenses. (d) Proof of Insurance. Contractor shall provide to the City 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. City reserves the right to obtain a full certified copy of any insurance policy and endorsements from 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 City. 7. Indemnification. (a) Contractor shall, to the fullest extent permitted by law, indemnify, release, defend with counsel approved by City, and hold harmless 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 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, 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. 8. Nondiscrimination. 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. 9. Compliance with All Laws. Contractor shall observe and comply with all applicable federal, state and local laws, ordinances, codes and regulations, in the performance of its duties and obligations under this Agreement. Contractor shall perform all services under this Agreement in accordance with these laws, ordinances, codes and regulations. Contractor shall release, defend, indemnify and hold harmless City, its officers, agents and employees from any and all damages, liabilities, penalties, fines and all other consequences from any noncompliance or violation of any laws, ordinances, codes or regulations. 10. No Third Party Beneficiaries. City and 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. 11. 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: Agreement • 3 To City: Public Works Director City of San Rafael 1400 Fifth Avenue P.O. Box 151560 San Rafael, CA 94915-1560 To Contractor: Pump Repair Service Co. P.O. Box 34327 San Francisco, CA 94134-0327 12. Independent Contractor. For the purposes, and for the duration, of this Agreement, Contractor, its officers, agents and employees shall act in the capacity of an Independent Contractor, and not as employees of the City. Contractor and City expressly intend and agree that the status of Contractor, its officers, agents and employees be that of an Independent Contractor and not that of an employee of City. 13. 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. 14. 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. 15. City Business License; Other Taxes. Contractor shall obtain and maintain during the duration of this Agreement, a City business license as required by the San Rafael Municipal Code Contractor shall pay any and all state and federal taxes and any other applicable taxes. City shall not be required to pay for any work performed under this Agreement, until Contractor has provided City with a completed Internal Revenue Service Form W-9 (Request for Taxpayer Identification Number and Certification). 16. Warranty. Any plants installed and maintained by Contractor are under warranty for a one-year period against defects and will be replaced at no additional charge. This warranty is void if plants die or are in permanent decline due to causes outside of Contractor's control such as, but not limited to: acts of God, or vandalism or other damage caused by wrongful acts of third parties. IN WITNESS WHEREOF, City and Contractor have caused their authorized representatives to execute this Agreement the day and year first written above. Agreement • 4 CITY OF SAN RAFAEL: Jim SchziL r City Manager ` ATTEST: %Zsficz4z Esther C. Beirne City Clerk APPROVED AS TO FORM: Rohert F. Epstein City Attorney File No.: 03.01.180.06 Pump Repair Service Company Printed 09 cer Name: /,,t&lyNG Title: /c'si,,,T and t Printed Officer Name: D•40 0 nc�=rc Title: ✓l CC- Agreement C Agreement • 5 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: Public Works Project Manager: Talia Smith Extension: 3354 Contractor Name: Pump Repair Service Company Contractor's Contact: Wayne Archer Contact's Email: warcher@pumprepairservice.com ❑ FPPC: Check if Contractor/Consultant must file Form 700 Step RESPONSIBLE DESCRIPTION COMPLETED DEPARTMENT Date of Council approval DATE 1 Project Manager a. Email PINS Introductory Notice to Contractor Click here to 5 Project Manager Forward signed original agreements to City enter a date. b. Email contract (in Word) & attachments to City 9/6/2017 6 City Attorney Atty c/o Laraine.Gittens@cityofsanrafael.org 2 City Attorney a. Review, revise, and comment on draft agreement 9/6/2017 7 City Attorney and return to Project Manager 9/6/2017 b. Confirm insurance requirements, create Job on �/' �I� 8 City Manager/ Mayor 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 -signed agreement ❑ N/A agendized for Council approval *PSA > $20,000; or Purchase > $35,000; or Or Public Works Contract > $125,000 REVIEWER Check/Initial El MTS Lk LAG Q LAG u MTS 9/5/2017 Date of Council approval 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 agreement ( j 7 City Attorney Review and approve insurance in PINS, and bonds (for Public Works Contracts) �/' �I� 8 City Manager/ Mayor Agreement executed by Council authorized official 9 City Clerk Attest signatures, retains original agreement and forwards copies to Project Manager REVIEWER Check/Initial El MTS Lk LAG Q LAG u MTS