HomeMy WebLinkAboutAgr 2007-05-22 (McClellan)
TOWN OF TIBURON
TIBURON, CALIFORNIA
OWNER-CONTRACTOR AGREEMENT
TOWN HALL SLURRY SEAL AND APPURTENANT WORK
THIS OWNER-CONTRACTOR AGREEMENT ("Agreement") is made and entered into this
U~day of Mf"t, , 2007, by and between the TOWN OF TIBURON, a municipal
corporation, 1505 Ti ron Boulevard, Tlburon, CA 94920, ("Owner"), and W.K. MCLELLAN CO.,
254 Sears Point Road - Port Sonoma, Petaluma, CA 94954 ("Contractor").
In consideration of the mutual covenants and agreements set forth herein, Contractor and
Owner hereby agree as follows:
ARTICLE I
WORK DESCRIPTION
The Contractor shall do all the work and furnish all the labor, services and materials necessary to
complete the work described in the Contractor's Bid Proposal attached as Exhibit A ("Work"). The
Contractor shall complete the Work in a good, workmanlike and substantial manner, to the satisfaction
of Owner and in accordance with the terms of this Agreement and the Town's encroachment permit.
ARTICLE II
CONTRACT SUM
Contractor's compensation under this Agreement shall be known as the Contract Sum. The Contract
Sum shall be a not-to-exceed amount of $11.888.00 (eleven thousand eight hundred eighty eight
dollars) as full compensation for the Work. All payments shall be subject to the General Conditions,
set forth in Exhibit B.
ARTICLE III
TIME FOR PERFORMANCE
Contractor shall commence performance of the Work on a date to be specified by Owner to Contractor
to proceed ("Notice to Proceed"). Contractor shall diligently proceed with performance of the Work
and agrees to achieve Completion of the entire Work within 3 working days after receiving the Notice
to Proceed ("Scheduled Completion Date").Contractor agrees to schedule the entire work over the
course of one weekend.
ARTICLE IV
EXHIBITS
This Contract includes the following Exhibits, which are attached hereto and incorporated herein
by reference:
Exhibit A
Exhibit B
The Work (Contractor's Proposal)
General Conditions
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IN WITNESS WHEREOF, the parties to these presents have hereunto set their hands the
day and year first herein above written.
TOWN OF TIBURON
APPROVED AS TO FORM:
By i:::t,XA....OL.. ,~ ~
~ t\ Margaret A. Curran, Town Mana' er
By ~#'/?--
Ann R. Danforth, Town Attorney
)v/07D)
Contractor's License No.
Expiration Date: .1" J I' - 0 f .
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EXHIBIT A
CONTRACTOR'S PROPOSAL
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ELLAN co.
~S4 Sun. 'u'nt Road Purt Sctno..-a l'etaluma, CA. '4954.9541 (CfS) cn.ta2. (707) 70-2407' f..: (717) 763..1831
ApriJ9,2007
Altn: Tony Iacopi
TQWD ofTiburol.l
RE: Town Hall and Polj~Q Station
Town Hall:
38 StaU Lines
1 HandiQlP Symbol
C) Standard 4' Arrows
200 LF R.ed Curb
19,141 SF of Applied Caltrans 37-2 type 2 slurry sea.l
Price = S 1.1.,887.54
Police Station:
10 Stall Liftel
4,806 S I\J;lp)jed Caltr.ans 37..2 type 2 SlU1TY Real .. ~ G! " ~ P6~
.. . cctlvc Cracking win come tbnt this matcriaJ PriC~" 1;,,72 - "fY\.<> ~ s~ p ~
This job win be done on Saturdn.y and SlJUda)'~ but botb jobs will be done at the sanle elf" ~ '
time.
Total Price = S J 4.867.26
~
We exclude pr;nnits, engineering and fees.
Yours very trUJy,
W.K. McLellan Co.
Todd VCJke
General Enifaeertll" CCJlltracfD.. ~ C.'1fonI1a Lkute No. 248'101
EXHIBIT A
EXHIBIT B
GENERAL CONDITIONS
ARTICLE 1
IN GENERAL
1.1 DEFINITIONS
1.1.1 "Director" shall mean the Owner's Director of Public Works or his designee.
1.1.2 "Owner" shall mean the Town of Tiburon, and its officials, agents and employees.
1.1.3 "Contractor" shall mean Community Playgrounds, Inc. and its officials, agents, and
employees.
1.1.4 "Day" shall mean working day unless specifically designated otherwise.
1.1.5 "Excusable Delay" shall mean an actual delay in the performance of the Work by Contractor
caused by events to the extent that such events are not reasonable foreseeable and are beyond the
reasonable control of Contractor, such as frre, flood, earthquake or unusually and unforeseeably severe
and abnormal weather conditions, war, embargo, or sabotage.
1.2 CONTRACT CONDITIONS
The Contractor shall carefully study this Contract and shall at once report in writing to the Owner any
error, inconsistency, omission or lack of coordination that may be discovered. Any discrepancies
between this Contract and conditions of the Site, or in the layout given by stakes, points or
instructions, discovered by the,~ontractor shall be prompftly brought to the attention of the Owner.
1.3 PERFORMANCE OF THE WORK
1.3.1 The Owner shall at all times have access to the Work.
1.3.2 At the time the contract is awarded, all contractors and subcontractors shall be
properly licensed in accordance with the provisions of Chapter' 9 of Division 3 of the Business and
Professions Code. At the commencement of work, all contractors and subcontractors shall have
obtained business licenses from the Town of Tiburon.
1.3.3 Unless otherwise provided in this Contract, the Contractor shall provide, pay for and
be responsible for all labor and materials necessary for the proper execution of the Work. The
Contractor shall supervise and direct the Work, using the best skill and attention necessary for a
contractor experienced and expert in this type of construction. The Contractor shall employ only
persons skilled in the task assigned to them and only machinery and equipment of suitable capacity to
the task, and operated by an experienced operator. The Contractor shall be responsible to the Owner
for the acts and omissions of the Contractor's employees, subcontractors and their agents and
employees. Notwithstanding the forgoing, nothing in this Contract shall be interpreted to make the
Contractor an agent of the Owner.
1.3.4 The Contractor shall promptly correct all Work rejected by the Owner as defective or
as failing to conform to this Contract. The Contractor shall bear all costs of correcting such Work. If
the Contractor does not, within five (5) days after receipt of written notice from the Owner, commence
and diligently complete correction of any deficient or nonconforming Work, the Owner may, without
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prejudice to any other remedy the Owner may have, correct such deficiencies. The Owner shall be
entitled to a credit for the cost of such correction against the Contract Sum.
1.3.5 ' The Owner reserves the right to perform work related to the Work with the Owner's
own forces, and to award separate contracts in connection with other portions of the Work or other
work on the Site. The Owner and the Contractor 'shall provide for the coordination of the work. The
Contractor shall afford the Owner and separate contractor's reasonable opportunity for the
introduction and storage of their materials and equipment and the execution of their work, and shall
connect and coordinate the Work with theirs as required by this Contract.
1.4 INDEMNIFICATION
Contractor shall defend, indemnify and hold harmless Owner from any claims or damages, including
attorney's fees, arising from Contractor's performance of this Agreement, with the exception of those
claims or damages arising from the active negligence of Owner. In the event that the Owner's active
negligence accounts for only a percentage of the liability involve, the obligation of Contractor will be
for that portion or percentage of liability not attributable to the active negligence of Owner.
1.5 USE OF SUBCONTRACTS AND OTHER CONTRACTS FOR THE WORK
Contractor shall comply with the California Subletting and Subcontracting Fair Practices Act, Cal.
Pub. Contr. Code 33 4104 - 4114.1 in the use and substitution of subcontractors.
1.6 CHANGE ORDERS
1.6.1 A Change Order is a written order to the Contractor signed by the Owner and
authorizing a change in the Work and/or an adjustment in the Contract Sum and/or the Contract Time.
The Contract Sum and the Scheduled Completion Date may be changed only by specific Change
Order. Adjustments of Contract Time, Work or Sum may be issued without notice to Sureties, and
absence of such notice shall not relieve the Sureties of any responsibilities.
1.6.2 The Owner, without invalidating the Contract, may order changes in the Work within
the general scope of the Contract Change Order. The cost or credit to the Owner resulting from a
change in the work shall be detennined, at the Owner's option, by mutual agreement between the
Owner and Contractor, or on the basis of time and material actually and properly incurred, plus a
twenty percentage fee for profit and overhead.
1.7 TERMINATION OF THE CONTRACT
1.7.1 If the Contractor becomes bankrupt or insolvent or is guilty of a substantial violation
of a provision of this Contract, and fails within five (5) days after rece~pt of notice to commence and
continue correction of such default with diligence and promptness, the Owner may, without prejudice
to any other remedy the Owner may have, terminate the employment of the Contractor and take
possession of the Site and of all materials and equipment thereon owned by the Contractor as
necessary to complete the Work.
1.7.2 The Owner may terminate the performance of the Work in whole or in part, whenever
the Owner determines that such termination is in the best interests of the Owner. Any such
termination shall be effected by delivery to the Contractor of a notice of termination specifying the
extent to which the performance of the Work is terminated, and the date upon which termination
becomes effective. Upon such termination for convenience, Contractor shall stop all Work and be'
entitled to reasonable compensation for Work performed and accepted under this Contract.
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ARTICLE 2
PAYMENTSANDCO~LETION
2.1 PAYMENTS
2.1.1 The Contract Sum is stated in the Agreement and, including authorized adjustments
thereto, is the tot~l amount payable by the Owner to the Contractor for the performance of the Work
under this Contract.
2.1.2 The Contractor shall submit monthly invoices for Work completed, for the review and
approval of the Director or his representative. Within 20 days of receipt of each invoice, the Owner
shall either approve the Work covered by the invoice or advise Contractor of the specific deficiencies
that must be corrected prior to approval. Upon approval of the Work covered by the invoice, Owner
pay shall ninety percent (90%) of the amount due. Retained percentages are for the sole protection
and benefit of the Owner and no other person, firm or corporation shall be entitled to receive any part
thereof. Contractor shall have the option of substituting acceptable securities for the ten percent (10%)
retention, as provided by Public Contract Code:) 22300. Alternatively, Contractor may submit a lump
sum invoice for the total work cost upon final completion.
2.1.3 No payment shall constitute an acceptance of any Work not in accordance with this
Contract. The Contractor warrants that title to all components of the Work will pass to the Owner
either by incorporation in the construction or upon receipt of payment by the Contractor, whichever
occurs first, free and clear of all liens, claims, security interests or encumbrances of any kind.
2,1.4 The Owner may withhold payment in whole or in part if the Contractor fails to
perform its contractual obligations to the extent necessary to protect the Owner from damage, injury or
loss. Without limiting the foregomg, Owner may without payment as necessary to correct defective
Work not remedied; defend from existing or likely third-party claims, remedy the failure or likely
failure of payments to subcontractors, or for labor, materials or equipment; or damage to the Owner or
another contractor.
2.1.5 The Contractor following receipt of payment by the Owner shall promptly pay each
subcontractor, out of the amount paid to the Contractor on account of such subcontractor's Work, the
amount to which said subcontractor is entitled. The Contractor shall, by an appropriate agreement
with each subcontractor, require each subcontractor to make payments to their sub-subcontractors in
similar manner. The Owner shall have no obligation to payor to see to the payment of any monies to
any subcontractor or sub-subcontractor.
2.2 FINAL PAYMENT
2.2.1 Upon Final Completion of the Work, Owner shall pay Contractor the final payment
and any remaining retainage. Notwithstanding the foregoing, in the event of a dispute between
Contractor and the Owner, the Owner may withhold from the fmal payment an amount not to exceed
150% of the disputed amount. No payment shall be construed to be an approval or acceptance of any
defect in Work or improper materials.
2.2.2 Prior to fmal payment, if requested by Owner, Contractor shall submit a written
certification that all payrolls, bills for materials and equipment, and other indebtedness connected with
the Work for which the Owner or the Owner's property might in any way be responsible, have been
paid or otherwise satisfied, and if required by the Owner, other data establishing payment or
satisfaction of all such obligations to Owner's satisfaction.
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2.2.3 Acceptance by the Contractor of final payment shall be and shall operate as a release
to Owner of and from any and all other claims, causes of action, damages or liabilities, whether or not
known or suspected, which Contractor ever had or claims to have had relating to this Contract or the
performance of the Work. No payment, however, final or otherwise, shall operate to release the
Contractor or his sureties from any obligations under this contract for the Contractor's bond for faithful
performance and Contractor's payment bond. .
2.3 DELAYS AND EXTENSIONS
2.3.1 The Scheduled Completion Date shall not be extended except to the extent that the
Contractor is actually prevented from completing the Work before the Scheduled Completion Date
because of an Excusable Delay.
2.3.2 . In the event that Contra~tor is actually delayed on the performance of the Work by
any Excusable Delay and because of said Delay is unable to complete the work by the Scheduled
Completion Date, Contractor;s sole remedy shall be an extension of time for a period equal to the
length of such Excusable Delay. In no event shall it be entitled to a monetary payment over and
beyond the Contract Sum. Actual delays in activities that do not prevent the Contractor from
completing the work by the Scheduled Completion Date will not constitute an "Excusable Delay" nor
be a basis for changing the Scheduled Completion Date.
2.4 GUARANTEE
Independent of applicable manufacturers' warranties of materials used, for a period of one year
after acceptance by the Owner, the Contractor shall guarantee all work performed under this
contract. Any failure caused by defective materials or workmanship shall be promptly repaired or
replaced at the Contractor's expense. Failure of the Contractor to make such corrections will cause
the Town to make or have made any necessary repairs at the Contractor's expense. The warranty
period starts when a notice of completion is filed with the County or when fmal payment is made if
a notice is not filed.
ARTICLE 3
WORK MANAGEMENT RESPONSffiILITIES
3.1 SAFETY PRECAUTIONS AND PUBLIC CONVENIENCE
3.1.1 The Contractor shall be responsible for initiating, maintaining and supervising all
safety precautions and programs in connection with the Work. T.his duty shall extend, without
limitation, to the safety of all employees on the Work and all other persons who may be affected
thereby; all the Work and all materials and equipment to be incorporated therein; other property at the
Site or adjacent thereto, and the work of the Owner or other separate contractors. Without limiting the
foregoing, Contractor, not Owner, shall remain fully responsible for the disposition and the exposure
to persons of materials, whether or not hazardous. Contractor remains fully responsible for the
handling of and the removal of products and systems and shall take necessary measures to protect
employees, subcontractors, general public, design consultants and others.
3.1.2 The Contractor shall so conduct his operations as to offer the least possible
obstruction and inconvenience to the public. The Contractor shall provide for the convenience of
abutting owners along the right-of-way as far as practicable. No material or equipment shall be stored
where it wiII interfere with the free, safe, and convenient passage of public traffic.
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3.2 SITE MANAGEMENT AND CLEAN UP
The Contractor shall confine operations at the Site to areas permitted by law, ordinances, permits and
this Contract, and shall not unreasonably encumber the Site with any materials or equipment. The
Contractor shall keep the Site free from accumulation of waste material or rubbish caused by his
operations under the Contract. At completion of the daily work, the Contractor shall remove from and
about the Work such waste and rubbish, and the Contractor's tools, construction machinery,
equipment, surplus materials and other property. Good and reasonable house-keeping practices shall
be applied at the. end of each working day, as approved by the Owner.
ARTICLE 4
INSURANCE
4.1 CONTRACTOR'S LIABILITY INSURANCE
Contractor shall provide and maintain insurance as set forth in this Article on behalf of the Owner.
4.1.1 Commercial General Liability Insurance (primary) shall be provided on ISO-CGL
form No. CG 0001 11 85 or 88 or equivalent. Policy limits shall be no less than one million dollars
per occurrence for all coverages and two million dollars general aggregate. Owner and its employees
and agents shall be added as additional insured using ISO form CG 70 57 (03-96) or equivalent.
Coverage shall apply on a primary, non-contributing basis in relation to any other insurance or self-
insurance, primary or excess, available to Owner or any employee or agent of Owner. Coverage shall
not be limited to the vicarious liability or supervisory role of any additional insured. Coverage shall
contain no contractors' limitation endorsement. There shall be no endorsement or modification
limiting the scope of coverage for liability arising from pollution, explosion, collapse, underground
property damage or employment-related practices.
4.1.2 Business Auto Coverage shall be written on ISO Business Auto Coverage from CA
00 01 06 92 including symbol! (Any Auto). Limits shall be no less than one million dollars per
accident. This policy shall be scheduled as underlying insuran(;e to any umbrella policy required
above for a total limit of no less than five million dollars each accident.
4.1.3 Workers CompensationlEmployer's Liability shall provide workers compensation
statutory benefits as required by law. Employer's liability limits shall be no less than one million
dollars per accident or disease. Employer's liability coverage shall be scheduled under any umbrella
policy described above. Unless otherwise agreed, this policy shall be endorsed to waive any right of
subrogation as.respects the Owner.
4.1.4
Contractor and Owner further agree as follows:
4.1.4.1 All insurance coverage and limits provided pursuant to this Contract shall apply to the full
extent of the policies involved, available or applicable. Requirements of specific coverage features or
limits contained in this Section are not intended as a limitation on coverage, limits or other
requirements, or a waiver of any coverage normally provided by any insurance. Specific reference to a
given coverage feature is for purposes of clarification only and is not intended by any party to be all
inclusive, or to the exclusion of other coverage, or a waiver of any type.
4.1.4.2 Unless otherwise approved by Owner, Contractor's insurance shall be written by insurers
authorized to do business in the State of California and with a minimum ABest's Insurance Guide
rating of AA: VII. Self-insurance will not be considered to comply with these insurance specifications.
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4.1.4.3 Contractor shall provide evidence of the insurance required herein, satisfactory to Owner,
consisting of certificate( s) of insurance evidencing all of the coverages required and an additional
insured endorsement to Contractor's general liability and umbrella liability policies using ISO form
CG 70 57 (03-96) prior to commencing work under this Contract. Certificate(s) are to reflect that the
. insurer will provide 30 days notice of any cancellation of coverage. Contractor agrees to require its
insurer to modify such certificates to delete any exculpatory wording stating that failure of the insurer
to mail written notice of cancellation imposes no obligation, and to delete the word Aendeavor= with
regard to any notice provisions.
4.1.4.4 Contractor shall require all subcontractors or other parties hired for this Work to purchase and
maintain insurance of the type specified above naming as additional insureds all parties to this
Contract. Contractor shall make reasonable efforts to ensure that such coverage is provided as
required here.
4.1.4.5 Contractor shall provide immediate notice to Owner of any claim or loss against Contractor
that includes Owner as a defendant. Owner assumes no obligation or liability by such notice, but has
the right (but not the duty) to monitor the handling or any such claim or claims if they are likely to
involve Owner.
4.1.4.6 In the event of any loss that is not insured due to the failure of Contractor to comply with these
requirements, Contractor shall be personally responsible for any an all losses, claims, suits, damages,
defense obligations and liability of any kind attributed to Owner as a result of such failure.
4.1.4.7 Contractor shall not attempt to avoid its defense and indemnity obligations to Owner by using
as a defense Contractor's statutory immunity under workers compensation and similar statutes.
4.1.4.8 Contractor shall ensure that coverage provided to meet these requirements is applicable
separately to each insured and that there will be no cross liability exclusions that preclude coverage for
suits between Contractor and Owner or between Owner and any other insured or Named Insured under
the policy, or between Owner and any party associated with Owner.
4.2 OTHER INSURANCE PROVISIONS
. The policies are to contain, or be endorsed to contain, the following provisions:
4.2.1
General Liability and Automobile Liability Coverages
4.2.1.1 The Owner is to be covered as insureds as respects: liability arising out of activities
performed by or on behalf of the Contractor; products and completed operations of the Contractor;
premises owned, leased or used by the Contractor; or automobiles owned, leased, hired or borrowed by
the Contractor. The coverage shall contain no special limitations on the scope of protection afforded
to the Owner.
4.2.1.2 The Contractor's insurance coverage shall be primary insurance as respects the Owner. Any
insurance or self-insurance maintained by the Owner shall be excess of the Contractor's insurance and
shall not contribute with it.
4.2.1.3 Any failure to comply with reporting provisions of the policies shall not affect coverage
provided to the Owner.
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4.2.1.4 Coverage shall state that the Contractor's insurance shall apply separately to each insured
against whom .claim is made or suit is brought, except with respect to the limits of the insurer's
liability.
4.2.2 Each insurance policy required by this clause shall be endorsed to state that coverage
shall not be suspended, voided, canceled, reduced in coverage or in limits except after thirty (30) days'
prior written notice by has been giyen to the Owner.
4.3 SUBCONTRACTORS
Contractor shall include all subcontractors as insureds under its policies or shall obtain separate
certificates and endorsements for each subcontractor.
ARTICLE 5
PREV AILING WAGE REOUIREMENTS
5.1 GENERAL REQUIREMENTS
5.1.1 The Contractor shall forfeit as penalty to the Owner $50.00 for each, calendar day or
portion thereof, for each workman paid less than the stipulated prevailing rates for such work or craft
in which such workman is employed for any work done under the Contract by him or by any
subcontractor under him, in violation of the provisions of the Labor Code of the State of California,
and in particular, Section 1770 to 1780 thereof, inclusive. The general rate of prevailing wages is on
file in the Owner's offices.
5.1.2 The holidays upon which such rates shall be paid shall be all holidays recognized in
the collective bargaining agreement applicable to the particular craft, classification or type of workman
employed on the Work. The difference between such stipulated prevailing wage rates and the amount
paid to each workman for each calendar day or portion thereof for which each workman was paid less
than the stipulated prevailing wage rate shall be paid to each workman by the Contractor pursuant to
the requiremeI)ts of Section 1775 of the Labor Code of the State of California.
5.1.3 The Owner will not recognize any claim for additional compensation because of the
payment by the Contractor of any wage rate in excess of the prevailing wage rate set forth in the
Contract.
5.1.4 Notwithstanding any other provision of the Contract to the contrary, the general
prevailing rate of wages in this locality for each craft, classification, or type of workman needed to
execute the Contract for the Work (which rate includes employer payments for health and welfare,
vacation, pension, travel time, and subsistence pay as provided for in Section 1773.8 of the Labor
Code of the State of California, apprenticeship or other training programs authorized by Section 3093
of the Labor Code, and similar purposes) applicable to the work to be done for straight time, overtime,
Saturday, Sunday and holiday work is that ascertained by the Director of the Department of Industrial
Relations of the State of California and determined by the Town, which said rates are made a part
hereof, incorporated herein by reference as though fully set forth. The holiday wage rate listed shall
be applicable to all holidays recognized in the collective bargaining agreement of the particular craft,
classification or type of workman employed on the Work.
5.1.5 Attention is directed to the provisions of Section 1777.5 and 1777.6 of the California
Labor Code concerning the employment of apprentices by the Contractor or any subcontractor. The
Contractor and any subcontractor shall comply with the requirements of Section 1777.5 and 1777.6 in
the employment of apprentices. Information relative to apprenticeship standards, wage schedules, and
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other requirements may be obtained from the Director of Industrial Relations, ex-officio the
Administrator of Apprenticeship Standards and its branch offices.
5.1.6 The Contractor shall make such travel and subsistence payments to each workman
needed to execute the Work as are established in the applicable collective bargaining agreements filed
in accordance with Section 1773.8 of the California Labor Code.
5.1 .7 The Contractor and each subcontractor shall keep an accurate payroll record showing
the name, address, social security number, work classification, straight time and overtime hours
worked each day and week and the actual per diem wages paid to each journeyman, apprentice,
worker or other employee employed by the Contractor or subcontractor in connection with the Work.
The payroll records shall be kept in accordance with the provisions of Section 1776 of the California
Labor Code and Contractor and each subcontractor shall otherwise comply with all requirements of
such Section 1776.
5.2 HOURS OF LABOR
The Contractor shall forfeit to the Owner, as a penalty, the sum of Twenty-five Dollars ($25.00) for
each workman employed in the execution of the Contract for each calendar day during which such
laborer, workman or mechanic is required or permitted to labor more than eight (8) hours in violation.
of the provisions of Sections 1810 to 1816, inclusive, of the Labor Code of the State of California.
ARTICLE 6
DISPUTE RESOLUTION
6.1 MEDIA TION
The parties will make a good faith attempt to resolve any disputes arising from this Agreement through
mediation prior to initiating litigation. The parties shall mutually agree upon a mediator and shall
share the costs of mediation equally. If the parties are unable to agree upon a mediator, the dispute
shall be submitted to JAMSIENDISPUTE ("JAMS") or its successor in interest. JAMS shall provide
the parties with the names offive qualified mediators. Each party shall have the option to strike two of
the five mediators selected by JAMS and the mediator thereafter remaining shall hear the dispute.
6.2 ARBITRATION
Claims not resolved by mediation shall be decided by arbitration which, unless the parties mutually
agree otherwise, shall be in accordance with the Construction Industry Arbitration Rules of the
American Arbitration Association currently in effect. A demand for arbitration shall be made within
20 days after the Claim has arisen, and in no event shall it be made after the date when institution of
legal or equitable proceedings based on such Claim would be barred by the applicable statute of
limitations. The party filing a notice of demand for arbitration must assert in the demand all Claims
then known to that party. The award rendered by the arbitrator or arbitrators shall be fmal, and
judgment may be entered upon it in accordance with applicable law in any court having jurisdiction
thereof.
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ARTICLE 7
MISCELLANEOUS PROVISIONS
7.1 GOVERNING LAW
7.1.1 The Contract shall be governed by the law of the place where the Work is located.
The Contractor shall conform to and abide by all local, state and federal building, sanitary, health and
safety laws, rules, and regulations, including all Town ordinances and regulations.
7.1.2 All Contractors and subcontractors employed upon the Work shall and will be
required to conform to the provisions of the Labor Code of the State of California, and shall also
comply with all rules, regulations and Labor Laws of the federal government and the various acts
amendatory and supplementary thereto, and all other laws, ordinances and legal requirements.
Without limiting the foregoing, Contractor, will comply with applicable provisions of Section 3700 of
the Labor Code, which requires every employer to be insured against liability for Worker's
Compensation or to undertake self-insurance in accordance with the provisions of that Code.
7.2 SUCCESSORS AND ASSIGNS
The Owner and the Contractor, respectively, bind themselves, their partners, successors and aSsigns to
this Contract. Neither party to the Contract shall assign the Contract or sublet it as a whole without th~
written consent of the other.
7.3 RIGHTS AND REMEDIES
The duties and obligations imposed by this Contract and the rights and remedies available thereunder
shall be in addition to, and not a limitation of, any duties, obligations, rights and remedies otherwise
imposed or available by law. N~ action or failure to act by the Owner shall constitute a waiver of any
right or duty afforded any of them under the Contract, nor shall any such action or failure to act
constitute an approval of or acquiescence in any breach thereunder, except as may be specifically
agreed in writing.
7.4 PENALTY FOR COLLUSION
If, at any time, it is determined by the Town that the person, fIrm or corporation to whom the Contract
has been awarded has, in presenting any bid or bids, colluded with any other party or parties, then the
Contract shall be null and void, and the Contractor and his sureties shall be liable for loss or damage
which the Owner may suffer thereby, and the Owner may advertise for new bids for said work.
7.5 EQUAL OPPORTUNITY
Contractor shall comply with the provisions of Section 1735 of the Labor Code of the State of
California, which provides as follows:
"No discrimination shall be made in the employment of persons upon public works because of the
race, religious creed, color, national origin, ancestry, physical handicap, medical condition, marital
status, or sex of such persons except as provided in Section 12940 of the Government Code, and every
contractor for public works violating this section is subject to all the penalties imposed for a violation
of this chapter."
END OF GENERAL CONDITIONS
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ACORD.. CERTIFICA TE OF LIABILITY INSURANCE OP 10 lm1 DATE (MM/DDIYYYY)
MCLEL-1 11/01/06
PRODUCER THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION
ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE
Don Ramatici Insurance, Inc. HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR
P.O. Box 551 ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW.
F ~luma CA 94953
}; .Jne: 707-782-9200 Fax:707-782-9300 INSURERS AFFORDING COVERAGE NAIC#
INSURED INSURER A: Transcontinental Ins. CO.
INSURER B: AIDer, Casual ty Co, Reading PA
W.K. McLellan CO. INSURER C:
254 Sears Point Road INSURER 0:
Petaluma CA 94954
INSURER E:
COVERAGES
THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING
ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR
MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH
POLICIES. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
IN~K ~~~~ POLICY NUMBER PD~';!~ rriMr6D'N~t: "'~M"E"tMM/DDIY'ii' LIMITS
LTR TYPE OF INSURANCE
GENERAL LIABILITY EACH OCCURRENCE $1,000,000
- UJ\IVIAl:it: I U ~t:N I t:u
A X X COMMERCIAL GENERAL LIABILITY TCP2084957508 11/01/06 11/01/07 PREMISES (Ea occurence) $100,000
I CLAIMS MADE [!] OCCUR MED EXP (Anyone person) $ 5,000
X GL Oed $3,000 Occ PERSONAL & ADV INJURY $ 1,000,000
-
X XCU Included GENERAL AGGREGATE $2,000,000
-
GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS - COMP/OP AGG $2,000,000
I [Xl PRO- nLOC
POLICY JECT
AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ 1,000,000
I--
B X ANY AUTO BUA7006203530 11/01/06 11/01/07 (Ea accident)
I--
ALL OWNED AUTOS BODILY INJURY
I--- (Per person) $
SCHEDULED AUTOS
I--
HIRED AUTOS BODILY INJURY
I-- (Per accident) $
NON-OWNED AUTOS
f-----
X PO Oed. $1,000 PROPERTY DAMAGE
I-- (Per accident) $
Per Accident
-
GARAGE LIABILITY AUTO ONLY - EA ACCIDENT $
R ANY AUTO OTHER THAN EA ACC $
AUTO ONLY: AGG $
EXCESS/UMBRELLA LIABILITY EACH OCCURRENCE $2,000,000
A ~ OCCUR D CLAIMS MADE CUP2087977012 11/01/06 11/01/07 AGGREGATE $2,000,000
$
~ DEDUCTIBLE $
X RETENTION $10,000 $
WORKERS COMPENSATION AND ITrJ~/~I~:~S I IUE~-
EMPLOYERS' LIABILITY E.L. EACH ACCIDENT $
ANY PROPRIETOR/PARTNER/EXECUTIVE
OFFICERlMEMBER EXCLUDED? E.L. DISEASE - EA EMPLOYEE $
~~~~I~tS~:~v~~~~~s below E.L. DISEASE - POLICY LIMIT $
OTHER
DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES / EXCLUSIONS ADDED BY ENDORSEMENT / SPECIAL PROVISIONS
RE: Operations of the Named Insured for the Certificate Holder.
JOB: Service Contract, Various Projects - Paving/Concrete
30XG140331A99
CERTIFICATE HOLDER
Town of Tiburon and its
officials, employees & agents
Dept. of Public Works
1505 Tiburon Blvd
Tiburon CA 94920
CANCELLA TION
TOWNTIB SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION
DATE THEREOF, THE ISSUING INSURER WILL E:fJ8E}\V8R "FO MAIL ~ DAYS WRITTEN
NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BtI" rAILtlftE 1e ee 5e 5I1AU.
IUPQii JJg OIi"I~A'RgJJ OR ..IAIiILITY OF AtlY ICUI" "PO~I '):Wi IJli"RiA.lni .S&UTS OR
ACORD 25 (2001/08)
RD CORPORATION 1988
Policy no. TCP2084957508
G-140331-A99
(Ed. 1 Oil )
CNA
For All Commitments You Make*
IMPORTANT: THIS ENDORSEMENT CONTAINS DUTIES THAT APPLY TO THE
ADDITIONAL INSURED IN THE EVENT OF OCCURRENCE, OFFENSE, CLAIM OR SUIT.
SEE PARAGRAPH C.l. OF THIS ENDORSEMENT FOR THESE DUTIES.
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
CONTRACTOR'S SCHEDULED AND BLANKET ADDITIONAL INSURED
ENDORSEMENT WITH PRODUCTS - COMPLETED OPERATIONS COVERAGE
This endorsement modifies insurance provided under the following:
COMMERCIAL GENERAL LIABILITY COVERAGE PART
SCHEDULE
Name of Person or Organization:
Town of Tiburon, its officials, employees & agents
Designated Project:
Service Contract, Various Projects
Paving/Concrete
(Coverage under this endorsement is not affected by an entry or lack of entry in the Schedule above.)
A. WHO IS AN INSURED (Section II) is amended to include as an insured any person or organization, including
any person or organization shown in the schedule above, (called additional insured) whom you are required to add as
an additional insured on this policy under a written contract or written agreement; but the written contract or written
agreement must be:
1. Currently in effect or becoming effective during the term of this policy; and
2. Executed prior to the "bodily injury," "property damage," or "personal and advertising injury."
B. The insurance provided to the additional insured is limited as follows:
1. That person or organization is an additional insured solely for liability due to your negligence and
specifically resulting from "your work" for the additional insured which is the subject of the written contract
or written agreement. No coverage applies to liability resulting from the sole negligence of the additional
insured.
2. The Limits of Insurance applicable to the additional insured are those specified in the written contract or
written agreement or in the Declarations of this policy, whichever is less. These Limits of Insurance are
inclusive of, and not in addition to, the Limits of Insurance shown in the Declarations.
3, The coverage provided to the additional insured by this endorsement and paragraph f. of the defmition of
"insured contract" under DEFINITIONS (Section V) do not apply to "bodily injury" or "property damage"
arising out of the "products-completed operations hazard" unless required by the written contract or written
agreement.
4. The insurance provided to the additional insured does not apply to "bodily injury," "property damage," or
"personal and advertising injury" arising out of an architect's, engineer's, or surveyor's rendering of or
failure to render any professional services including:
G-140331-A99
(Ed. 10101)
G-140331-A99
(Ed. 10/1)
a. The preparing, approving, or failing to prepare or approve maps, shop drawings, opinions,
reports, surveys, field orders, change orders or drawings and specifications; and
b, Supervisory, or inspection activities performed as part of any related architectural or engineering
activities.
C, As respects the coverage provided under this endorsement, SECTION IV - COMMERCIAL GENERAL
LIABILITY CONDITIONS are amended as follows:
1. The following is added to the Duties In The Event of Occurrence, Offense, Claim or Suit Condition:
e, An additional insured under this endorsement will as soon as practicable:
(1) Give written notice of an occurrence or an offense to us which may result in a claim or
"suit" under this insurance;
(2) Tender the defense and indemnity of any claim or "suit" to us for a loss we cover under
this Coverage Part;
-------,,\
(3) Tender the defense and indemnity of any claim or "suit" to any other insurer which also
has insurance for a loss we cover under this Coverage Part; and
(4) Agree to make available any other insurance which the additional insured has for a loss
we cover under this Coverage Part.
f. We have no duty to defend or indemnify an additional insured under this endorsement until we
receive written notice of a claim or "suit" from the additional insured.
1. Paragraph 4,b. of the Other Insurance Condition is deleted and replaced with the following:
4, Other Insurance
b. Excess Insurance
This insurance is excess over any other insurance naming the additional insured as an
insured whether primary, excess, contingent or on any other basis unless a written contract
-Qr written agreement specifically requires that this insurance be either primary or primary
and noncontributing to the additional insured's own coverage. This insurance is excess
over any other insurance to which the additional insured has been added as an additional
insured by endorsement.
When this insurance is excess, we will have no duty under Coverages A or B to defend the
additional insured against any "suit" if any other insurer has a duty to defend the additional
insured against that "suit." If no other insurer defends, we will undertake to do so, but we
will be entitled to the additional insured's rights against all those other insurers.
When this insurance is excess over other insurance, we will pay only our share of the
amount of the loss, if any, that exceeds the sum of:
(1) The total amount that all such other insurance would pay for the loss in the
absence of this insurance; and
(2) The total of all deductible and self-insured amounts under all that other
insurance.
We will share the remaining loss, if any, with any other insurance that is not described in
this Excess Insurance provision and was not bought specifically to apply in excess of the
Limits of Insurance shown in the Declarations of this Coverage Part.
G-140331-A99
(Ed. 10/01)
~NA
405 Howard Street, 61h floor
San F,.sncisco, Ca 94105
Jame$ H. Allen, CPCU
Sraneh Und~rwriting Dirl9ctor
TeJephonl?J 415-932-7510
800-262-7161 x7510
F8ct;imil~ 415-932-7431
E-Mail: james..ailenfJ.na.com
Nicholas T. Nguyen, P.E.
Director of Public Works I Town Engineer
Town of Tiburon
415-435-7388
RE: CNA's Blanket Additional Endorsement
Our Blanket Additional insured Form G - 140331 - A99 reads in part:
1. Paragraph 4.b. of the Other Insurance Condition is deleted and replaced with the
followIng:
4. Other Insurance
b. Excess Insurance
This insurance is excess over any other insurance naming the additional insured
as an insured whether primary, excess, contingent or on any other basis unless a
written contract or written agreement specifically requires that this insurance be
either primary or primary and noncontributing to the additional insured's own
coverage. This insurance is excess over any other insurance to whIch the
additional insured had been added as an additional insured by endorsement.
If the contract between the insured and the City of Tiburon requires coverage to be
primary and non~contributory, then the endorsement provided by CNA makes the
coverage primary and non..contributory, period.
The items of concern listed under paragraphs 3 and 4 do not in any way change this faot.
There are two reasons for which they are shown. One is that, until which time an
investigation can be made into a claim, there is no way to tell who is actually
responsible. Tendering the defense and indemnity to your (the city) carrier only protects
your rights and in the case that the City of Tiburon is found partially responsible, they
cannot be accused of late reporting.
" . d
908 'ON
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CNA
TO
Name:
Company:
Location:
Floor:
Telephone:
Facsimile:
FROM
Name:
Facsimile Cover Sheet
Mr. Nicholas T. Nguyen, P.E.
Town of Tiburon
1505 Tiburon Blvd., Tiburon, Ca 94920
tfl6 ~as ":3B~
41S-435w7395
James Allen
Company: CNA
Location: 405 Howard St, San Francisco, Ca 94105
Floor:
Telephone:
Facsimile:
Date:
lPages: 2
Note:
415-932~7510
May 22, 2007
I (including this page)
CONFIDENTIALITY NOTICE
The information contained in this facsimile message may be legally privileged or confidential information intended
only for the use of the individual or entity named above. If you are not the intended recipientl you are notified that
al"lY dissemination, distribution, or copying of this facsimile is strictly prohibited, If you have received this facsimile in
error, please immediately notify us by telephone so that we can arrange for its disposition.
l 'd
908 'ON
OJ 3JNv~nSNI VNJ
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POLICYHOLDER COPY
NC
STATE
COMPENSATION
INSURANCE
FUND
P.O. BOX 420807, SAN FRANCISCO,CA 94142,-0807
CERTIFICATE OF WORKERS' COMPENSATION INSURANCE
ISSUE DATE: 10-01-2006
GROUP: 000641
POLICY NUMBER: 0000486-2006
CERTIFICATE ID: 539
CERTIFICATE EXPIRES; 10-01-2007
10-01-2006/10-01-2007
TOWN OF TIBURON
DEPT. OF PUBLIC WORKS
1505 TIBURON BLVD
BELVEDERE TIBURON CA 94920-2530
NC
This is to certify that we have issued a valid Workers' Compensation insurance policy in a form approved by the
California Insurance Commissioner to the employer named below for the policy period indicated.
This policy is not subject to cancellation by the Fund except upon 30 days advance written notice to the employer.
We will also give you 30 days advance notice should this policy be cancelled prior to its normal expiration.
This certificate of insurance is not an insurance policy and does not amend, extend or alter the coverage afforded
by the policy listed herein. Notwithstanding any requirement, term or condition of any contract or other document
with respect to which this certificate of insurance may be issued or to which it may pertain, the insurance
afforded by the policy described herein Is subject to all the terms. exclusions, and conditions, of such policy.
d:::"-REPRESENT ATI
EMPLOYER'S LIABILITY LIMIT
~
PRESIDENT
INCLUDING DEFENSE COSTS: $1,000,000 PER OCCURRENCE.
ENDORSEMENT #2065 ENTITLED CERTIFICATE HOLDERS' NOTICE EFFECTIVE 10-01-1996 IS
ATTACHED TO AND FORMS A PART OF THIS POLICY.
EMPLOYER
W.K. MC LELLAN COMPANY (A CORP)
254 SEARS POINT RD
PETALUMA CA 94954
NC
(REV.2-05)
[B10,NC]
PRINTED 02-12-2007