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PW Francisco Blvd. Sidewalk Improvements ProjectContract This public works contract ("Contract") is entered into by and between the City of San Rafael ("City") and Ghilotti Bros., Inc. ("Contractor"), for work on the Francisco Boulevard Sidewalk Improvements Project ("Project"). The parties agree as follows: Award of Contract. In response to the Notice Inviting Bids, Contractor has submitted a Bid Proposal to perform the Work to construct the Project. On May 18, 2020, City authorized award of this Contract to Contractor for the amount set forth in Section 4, below. Contract Documents. The Contract Documents incorporated into this Contract include and are comprised of all of the documents listed below. The definitions provided in Article 1 of the General Conditions apply to all of the Contract Documents, including this Contract. 2.1 Notice Inviting Bids; 2.2 Instructions to Bidders; 2.3 Addenda, if any; 2.4 Bid Proposal and attachments thereto; 2.5 Contract; 2.6 Payment, Performance, and Warranty Bonds; 2.7 General Conditions; 2.8 Special Conditions; 2.9 Project Plans and Specifications; 2.10 Change Orders, if any; 2.11 Notice of Award; 2.12 Notice to Proceed; 2.13 Uniform Standards All Cities and County of Marin (available online at: https://www. marincounty.org/-/media/files/departments/pw/engineering/2018-ucs-complete- set.pdf?la=en); and 2.14 The following: Appendix A —Federal Bidding Requirements Appendix B — Federal Contract Requirements FHWA Form 1273 Federal Minimum Wage Rates 3. Contractor's Obligations. Contractor will perform all of the Work required for the Project, as specified in the Contract Documents. Contractor must provide, furnish, and supply all things necessary and incidental for the timely performance and completion of the Work, including all necessary labor, materials, supplies, tools, equipment, transportation, onsite facilities, and utilities, unless otherwise specified in the Contract Documents. Contractor must use its best efforts to diligently prosecute and complete the Work in a professional and expeditious manner and to meet or exceed the performance standards required by the Contract Documents, and in full compliance with Laws. 4. Payment. As full and complete compensation for Contractor's timely performance and completion of the Work in strict accordance with the terms and conditions of the Contract Documents, City will pay Contractor $3,996,596.50, ("Contract Price") for all of Contractor's direct and indirect costs to perform the Work, including all labor, materials, supplies, equipment, taxes, insurance, bonds and all overhead costs, in accordance with the payment provisions in the General Conditions. Francisco Blvd East Sidewalk Improvements Project 2019 Form CONTRACT City Project No. 11349 Page 1 5. Time for Completion. Contractor will fully complete the Work for the Project within 200 calendar days from the commencement date given in the Notice to Proceed ("Contract Time"). By signing below, Contractor expressly waives any claim for delayed early completion. 6. Liquidated Damages. If Contractor fails to complete the Work within the Contract Time, City will assess liquidated damages in the amount of $1,500 per day for each day of unexcused delay in completion, and such liquidated damages may be deducted from City's payments due or to become due to Contractor under this Contract. 7. Labor Code Compliance. 7.1 General. This Contract is subject to all applicable requirements of Chapter 1 of Part 7 of Division 2 of the Labor Code, including requirements pertaining to wages, working hours and workers' compensation insurance, as further specified in Article 9 of the General Conditions. 7.2 Prevailing Wages. This Project is subject to the prevailing wage requirements applicable to the locality in which the Work is to be performed for each craft, classification or type of worker needed to perform the Work, including employer payments for health and welfare, pension, vacation, apprenticeship and similar purposes. Copies of these prevailing rates are available online at http://www.dir.ca.gov/DLSR. 7.3 DIR Registration. City may not enter into the Contract with a bidder without proof that the bidder and its Subcontractors are registered with the California Department of Industrial Relations to perform public work pursuant to Labor Code § 1725.5, subject to limited legal exceptions. Workers' Compensation Certification. Pursuant to Labor Code § 1861, by signing this Contract, Contractor certifies as follows: "I am aware of the provisions of Labor Code § 3700 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 I will comply with such provisions before commencing the performance of the Work on this Contract." Conflicts of Interest. Contractor, its employees, Subcontractors and agents, may not have, maintain or acquire a conflict of interest in relation to this Contract in violation of any City ordinance or requirement, or in violation of any California law, including Government Code § 1090 et seq., or the Political Reform Act, as set forth in Government Code § 81000 et seq. and its accompanying regulations. Any violation of this Section constitutes a material breach of the Contract. 10. Independent Contractor. Contractor is an independent contractor under this Contract and will have control of the Work and the means and methods by which it is performed. Contractor and its Subcontractors are not employees of City and are not entitled to participate in any health, retirement, or any other employee benefits from City. Francisco Blvd East Sidewalk Improvements Project 2019 Form CONTRACT City Project No. 11349 Page 2 11. Notice. Any notice, billing, or payment required by or pursuant to the Contract Documents must be made in writing, signed, dated and sent to the other party by personal delivery, U.S. Mail, a reliable overnight delivery service, or by email as a PDF file. Notice is deemed effective upon delivery, except that service by U.S. Mail is deemed effective on the second working day after deposit for delivery. Notice for each party must be given as follows: City: City Clerk's Office 1400 Fifth Avenue, Room 209 San Rafael, CA 94901 Attn: City Clerk Copy to: Director of Public Works Email: Bill.GuerinO)citvofsanrafael.ora Contractor: Name: Ghilotti Bros. Inc. Address:525 Jacoby Street City/State/Zip: San Rafael, CA 94901 Phone:415-265-7011 Attn: Dennis Huette Email: dennish@ghilottibros.com Copy to: Susan Harward 12. General Provisions. 12.1 Assignment and Successors. Contractor may not assign its rights or obligations under this Contract, in part or in whole, without City's written consent. This Contract is binding on Contractor's and City's lawful heirs, successors and permitted assigns. 12.2 Third Party Beneficiaries. There are no intended third party beneficiaries to this Contract. 12.3 Governing Law and Venue. This Contract will be governed by California law and venue will be in the Marin County Superior Court, and no other place. Contractor waives any right it may have pursuant to Code of Civil Procedure § 394, to file a motion to transfer any action arising from or relating to this Contract to a venue outside of Marin County, California. 12.4 Amendment. No amendment or modification of this Contract will be binding unless it is in a writing duly authorized and signed by the parties to this Contract. 12.5 Integration. This Contract and the Contract Documents incorporated herein, including authorized amendments or Change Orders thereto, constitute the final, complete, and exclusive terms of the agreement between City and Contractor. 12.6 Severability. If any provision of the Contract Documents is determined to be illegal, invalid, or unenforceable, in whole or in part, the remaining provisions of the Contract Documents will remain in full force and effect. 12.7 Iran Contracting Act. If the Contract Price exceeds $1,000,000, Contractor certifies, by signing below, that it is not identified on a list created under the Iran Contracting Act, Public Francisco Blvd East Sidewalk Improvements Project 2019 Form CONTRACT City Project No. 11349 Page 3 Contract Code § 2200 et seq. (the "Act"), as a person engaging in investment activities in Iran, as defined in the Act, or is otherwise expressly exempt under the Act. 12.8 Authorization. Each individual signing below warrants that he or she is authorized to do so by the party that he or she represents, and that this Contract is legally binding on that party. If Contractor is a corporation, signatures from two officers of the corporation are required pursuant to California Corporation Code § 313. If Contractor is a partnership, a signature from a general partner with authority to bind the partnership is required. [Signatures are on the following page.] Francisco Blvd East Sidewalk Improvements Project 2019 Form CONTRACT City Project No. 11349 Page 4 The parties agree to this Contract as witnessed by the signatures below: CITY: Approved as to form: s/ .^..% L x s/ J Q (J Jim Schutz, City Manager Robert F. Epstein, City Attorney Date: �; ��-� ��� Date: _o 41 20 2-Q Attest: s/ 9 N"W�. �OrLindsay Lara, City Cler Date: 01 a , CONTRACTOR: Ghilotti Bros. Inc. Business Name Michael M. Ghilotti, President Name, Title r,, Date: �G0 1 Zo Second Signature (See Section 12.8): s/ Mario Ghilotti, Secretary Name, Title Date: `Q L J l 7'b Seal: 132128 exp 12/31/21 Contractor's California License Number(s) and Expiration Date(s) END OF CONTRACT Francisco Blvd East Sidewalk Improvements Project 2019 Form CONTRACT City Project No. 11349 Page 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: Iman Kayani for HY Extension: 3352 Contractor Name: Ghilotti Bros, Inc. Contractor's Contact: Dennis Huette Contact's Email: dennish@ghilottibros.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 Click here to ❑ enter a date. b. Email contract (in Word) and attachments to City 5/7/2020 Attorney c/o Laraine.Gittens@cityofsanrafael.org ❑x IKK 2 City Attorney a. Review, revise, and comment on draft agreement 5/7/2020 ❑x LG and return to Project Manager 5/7/2020 ❑x LG b. Confirm insurance requirements, create Job on PINS, send PINS insurance notice to contractor 3 Department Director Approval of final agreement form to send to 5/7/2020 ❑x BG contractor 4 Project Manager Forward three (3) originals of final agreement to 5/7/2020 ❑x IKK contractor for their signature 5 Project Manager When necessary, contractor -signed agreement ❑ N/A agendized for City Council approval * *City Council approval required for Professional Services Z IKK Agreements and purchases of goods and services that exceed Or $75,000; and for Public Works Contracts that exceed $175,000 5/18/2020 Date of City Council approval PRINT CONTINUE ROUTING PROCESS WITH HARD COPY 6 Project Manager Forward signed original agreements to City 6/15/2020 IKK Attorney with printed copy of this routing form 7 City Attorney Review and approve hard copy of signedI/� /n agreement / 8 City Attorney Review and approve insurance in PINS, and bonds `_ ]� w - (for Public Works Contracts) (v` 9 City Manager/ Mayor Agreement executed by City Council authorized �/`/57 official 10 City Clerk Attest signatures, retains original agreement and /8 forwards copies to Project Manager /-