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PW Public Safety Center Construction Bid Award005213 -AGREEMENT THIS AGREEMENT, dated this 19th day of December ,20~, by and between Alten Construction, Inc. [Name of Contractor] whose place of business is located at: 1141 Marina Way South, Richmond, CA 94801 [Address of Contractor] ("Contractor"), and the CITY OF SAN RAFAEL ("Owner") acting under and by virtue of the authority vested in the City of San Rafael by the laws of the State of California. WHEREAS, City of San Rafael, by its Resolution No._1_44_4_6 ______ adopted on the _1_8t_h_ day of December, 2017 ,awarded to Contractor the following contract: CITY OF SAN RAFAEL ESSENTIAL FACILITIES PROJECT - PUBLIC SAFETY CENTER NOW, THEREFORE, in consideration of the mutual covenants hereinafter set forth, Contractor and City of San Rafael agree as follows: Article 1. Work 1.1 Contractor shall complete all Work specified in the Contract Documents, in accordance with the Specifications, Drawings, and all other terms and conditions of the Contract Documents. Article 2. City of San Rafael Representative and Construction Manager 2 .1 City of San Rafael has designated Bill Guerin, Director of Public Works will act as City of San Rafael Representative(s), who will represent City of San Rafael in performing City of San Rafael duties and responsibilities and exercising City of San Rafael rights and authorities in Contract Documents. City of San Rafael may change the individual(s) acting as City of San Rafael Representative(s), or delegate one or more specific functions to one or more specific City of San Rafael Representatives, including without limitation engineering, architectural, inspection and general administrative functions, at any time with notice and without liability to Contractor. Each City of San Rafael Representative is the beneficiary of all Contractor obligations to City of San Rafael, including without limitation, all releases and indemnities. 2.2 City of San Rafael has designated Kitchell to act as Construction Manager (CM). City of San Rafael may assign all or part of the City of San Rafael Representative 's rights, responsibilities and duties to Construction Manager. City of San Rafael may change the identity of the Construction Manager at any time with notice and without liability to Contractor. 2.3 All notices or demands to City of San Rafael under the Contract Documents shall be submitted to the City of San Rafael's Representative at: Kitchell -Jamie Milliner, Project Manager clo The City of San Rafael , 1400 Fifth Avenue, San Rafael , CA 94901 or to such other person(s) and address(es) as City of San Rafael shall provide to Contractor. City of San Rafael Essential Facilities Project- Public Safety Center AGREEMENT 00 52 13 - 1 of 5 3 .1 Article 3. Contract Time and Liquidated Damages Contract Time. ~ January, 2018 The Notice to Proceed is tentatively set to be issued in DeGember, 2ot'r. • Contractor shall immediately apply for necessary approvals and permits, prepare required documents and submittals, and mobilize personnel and equipment to commence the City of San Rafael Work within 10 calendar days from the date when the Notice to Proceed is issued. City of San Rafael reserves the right to modify or alter the Commencement Date of the Work . Contractor shall achieve Final Completion of the entire Work within 754 calendar days from the date of the Notice to Proceed. 3.2 Liguidated Damages. City of San Rafael and Contractor recognize that time is of the essence of this Agreement and that City of San Rafael will suffer financial loss in the form of contract administration expenses (such as project management and consultant expenses), if all or any part of the Work is not completed including consequential loss of use and disruption of normal operations within the times specified above, plus any extensions thereof allowed in accordance with the Contract Documents . Consistent with Article 15 and 16 of Section 00 72 13 (General Conditions), Contractor and City of San Rafael agree that because of the nature of the Project, it would be impractical or extremely difficult to fix the amount of actual damages incurred by City of San Rafael because of a delay in completion of all or any part of the Work. Accordingly, City of San Rafael and Contractor agree that as liquidated damages for delay, Contractor shall pay City of San Rafael. $3,000.00 (Three Thousand Dollars) per day for each calendar day that expires after the time specified herein for the Contractor to achieve Final Completion of the entire Project as indicated above and in Section 00 31 13 (Preliminary Construction Schedule). These measures of liquidated damages shall apply cumulatively and except as provided below, shall be presumed to be the damages suffered by City of San Rafael resulting from delay in completion of the Work . 3 .2 Liquidated damages for damages as a result of delays shall cover administrative, overhead, interest on bonds, and general loss of public use damages suffered by City of San Rafael as a result of delay or costs of substitute facilities. Liquidated damages shall not cover the cost of completion of the Work, damages resulting from defective Work, lost revenues or damages suffered by others who then seek to recover their damages from City of San Rafael (for example, delay claims of other contractors, subcontractors, tenants, or other third-parties), and defense costs thereof. Article 4. Contract Sum 4.1 City of San Rafael shall pay Contractor the Contract Sum for completion of Work in accordance with Contract Documents as follows: [ENTER FINAL CONTRACT AWARD PRICE HERE] $34,978,000 Article 5. Contractor's Representations In order to induce City of San Rafael to enter into this Agreement, Contractor makes the following representations and warranties: City of San Rafael Essential Facilities Project- Public Safety Center AGREEMENT 00 52 13 - 2 of 5 5 .1 Contractor has visited the Site and has examined thoroughly and understood the nature and extent of the Contract Documents, Work, Site, locality, actual conditions, as-built conditions, and all local conditions, and federal, state and local laws and regulations that in any manner may affect cost, progress, performance or furnishing of Work or which relate to any aspect of the means, methods, techniques, sequences or procedures of construction to be employed by Contractor and safety precautions and programs incident thereto . 5.2 Contractor has given City of San Rafael prompt written notice of all conflicts, errors, ambiguities, or discrepancies that it has discovered in or among the Contract Documents and the written resolution thereof through Addenda issued by City of San Rafael is acceptable to Contractor. 5 .3 Contractor is duly organized, existing and in good standing under applicable state law, is duly qualified to conduct business in the State of California, is registered with the Department of Industrial Relations and qualified to perform public work pursuant to Section 1725.5 of the Labor Code . 5.4 Contractor has duly authorized the execution, delivery and performance of this Agreement, the other Contract Documents and the Work to be performed herein. 5.5 Contractor has listed the following Subcontractors pursuant to the Subcontractor Listing Law, California Public Contracting Code §4100 et seq. in Section 00430 Article 6. Contract Documents 6.1 Contract Documents consist of the following documents, including all changes, addenda, and modifications thereto: The entirety of Division 00, including : Section 00 31 00 Geotechnical Data, Existing Conditions and Hazardous Material Surveys Section 00 51 00 Notice of Award Section 00 52 13 Agreement Section 00 55 00 Notice to Proceed Section 00 65 19 Agreement and Release of Any and All Claims Section 006536 Guarnnty Section 00 72 13 General Conditions Section 00 73 00 Special Conditions Section 00 73 16 Insurance Section 00 91 13 Addenda The entirety of Specification Division 01 through Division 33, including: Drawings dated September 13, 2017 and Specifications as attached and referred. 6.2 The Contract Documents may only be amended, modified or supplemented as provided in Section 0072 13 (General Conditions). Article 7. Miscellaneous 7.1 Terms used in this Agreement are defined in Section 00 72 13 (General Conditions) and Section 01 4200 (References) and will have the meaning indicated therein. 7.2 It is understood and agreed that in no instance are the persons signing this Agreement for or on behalf of City of San Rafael or acting as an employee, agent, or representative of City of San Rafael, liable on this Agreement or any of the Contract Documents, or upon any warranty of authority, or otherwise, and it is further understood and agreed that liability of the City of San Rafael is limited and confined to such liability as authorized or imposed by the Contract Documents or applicable law. City of San Rafael Essential Facilities Project - Public Safety Center AGREEMENT 00 52 13 - 3 of 5 7.3 Contractor shall not assign any portion of the Contract Documents, and may subcontract portions of the Contract Documents only in compliance with the Subcontractor Listing Law, California Public Contracting Code §4100 et seq . 7.4 In entering into a public works contract or a subcontract to supply goods, services or materials pursuant to a public works contract, Contractor or Subcontractor offers and agrees to assign to the awarding body all rights , title and interest in and to all causes of action it may have under Section 4 of the Clayton Act (15 U.S .C. §15) or under the Cartwright Act (Chapter 2 [commencing with Section 16700] of Part 2 of Division 7 of the Business and Professions Code), arising from purchases of goods, services or materials pursuant to the public works contract or the subcontract. Th is assignment shall be made and become effective at the time City of San Rafael tenders final payment to Contractor, without further acknowledgment by the parties. 7.5 Copies of the general prevailing rates of per diem wages for each craft , classification , or type of worker needed to execute the Contract, as determined by Director of the State of California Department of Industrial Relations, are deemed included in the Contract Documents by reference and on file at City of San Rafael office, and shall be made available to any interested party on request. Pursuant to Section 1861 of the Labor Code, Contractor represents that it is aware of the provisions of Section 3700 of the Labor Code which require every employer to be insured against liability for workers' compensation or to undertake self-insurance in accordance with the provisions of that Code, and Contractor shall comply with such provisions before commencing the performance of the Work of the Contract Documents . 7.6 Contractor and each of Contractor's subcontractors agree to complete and verify construction reports on a form prescribed by the Division of the State Architect and to file the reports no less than quarterly during construction as required by Title 24; at the completion of the Work ; at the suspension of work for a period of more than one month; whenever the services of Contractor or any of Contractor's subcontractors are terminated for any reason ; and at any time a special verified report is required by the Division of the State Architect. 7.7 Should any part, term or provision of this Agreement or any of the Contract Documents, or any document required herein or therein to be executed or delivered, be declared invalid, void or unenforceable, all remaining parts , terms and provisions shall remain in full force and effect and shall in no way be invalidated, impaired or affected thereby. If the provisions of any law causing such invalidity, illegality or unenforceability may be waived, they are hereby waived to the end that this Agreement and the Contract Documents may be deemed valid and binding agreements, enforceable in accordance with the ir terms to the greatest extent permitted by applicable law . In the event any provision not otherwise included in the Contract Documents is required to be included by any applicable law, that provision is deemed included herein by this reference (or, if such provision is required to be included in any particular portion of the Contract Documents , that provision is deemed included in that portion). 7.8 This Agreement and the Contract Documents shall be deemed to have been entered into in the County of Marin, State of California, and governed in all respects by California law (excluding choice of law rules). The exclusive venue for all disputes or litigation hereunder shall be in Marin County . Both parties hereby waive their rights under California Code of Civil Procedure Section 394 to file a motion to transfer any action or proceeding arising out of the Contract Documents to another venue . City of San Rafael Essential Facilities Project - Public Safety Center AGREEMENT 00 52 13 - 4 of 5 IN WITNESS WHEREOF the parties have executed this Agreement in quadruplicate the day and year first above written. OWNER: CITY OF SAN RAFAEL By ~~~~ Jim chu ,City Mana r Attest: Esther C Beirne, City Clerk City of San Rafael Essential Facilities Project - Public Safety Center CONTRACTOR: Alten Construction, Inc. Shannon M. Alten, Vice President ..., Title -END OF SECTION- AGREEMENT 00 52 13 - 5 of 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: Bill Guerin Extension: 3110 Contractor Name: Alten Construction (Essential Facilities Project-Public Safety Center) Contractor's Contact: Shannon Alten Contact's Email: salten@altenconstruction.com o FPPC: Check if Contractor/Consultant must file Form 700 Step RESPONSIBLE DESCRIPTION DEPARTMENT 1 Project Manager a. Email PINS Introductory Notice to Contractor 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 and return to Project Manager 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 contractor for their signature 4 Project Manager When necessary, * contractor-signed agreement agendized for Council approval ·PSA > $20,000; or Purchase> $35,000; or Public Works Contract> $125,000 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 7 City Attorney Review and approve insurance in PINS, and bonds (for Public Works Contracts) 8 City Manager / Mayor Agreement executed by Council authorized official 9 City Clerk Attest signatures, retains original agreement and forwards copies to Project Manager COMPLETED DATE N/A Click here to enter a date. Click here to enter a date . C lI ck here to enter a date . Cli ck here to enter a date D N/A Or Cli ck here to enter a date 1/3/18 L/5"hq, ,lsJI ~ J ~J-fr /,...g,. ,g- REVIEWER Check/Initial IZI 0 D -- D D D ~ ~~ ~ ~ 1