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HomeMy WebLinkAboutAgr 1999-02-01 (Ghilotti Brothers Construction, Inc.)/1~ TOWN OF TIBURON 1505 TIBURON BOULEVARD TIBURON CALIFORNIA 94920 (415) 435-7373 FAX (415) 435-2438 February 5, 1999 Ms. Heather Glenn Contract Adminstrator Ghilotti Brothers Construction, Inc. 525 Jacoby Street San Rafael, CA 94901 SUBJECT: YOUR JOB NO. 98342 - OFF-SITE STREET IMPROVEMENTS TIBURON POLICE STATION Dear Ms. Glenn: Thank you for forwarding the final contract documents, including bonds and insurance certificates, for the above project. A copy of the Town-Contractor Agreement, which was executed by the Town Manager on February 1, 1999, is enclosed for your files. I understand that a Notice to Proceed will be issued 9 s66 psi- the final plans and encroachment permits are obtained from CAL/TRANS. Once again, thanks for your cooperation in this matter. Very truly your Diane L. Crane. Town Clerk Enclosure cc: Town Manager Project Manager Jim Grossi - Ghilotti Bros. ORIGINAL SECTION 4 TOWN OF TIBURON TIBURON, CALIFORNIA TOWN-CONTRACTOR AGREEMENT FOR THE OFF-SITE STREET IMPROVEMENTS - TIBURON POLICE STATION THIS TOWN-CONTRACTOR AGREEMENT ("Agreement") is made and entered into this 16th day of November , 19985 by and between the TOWN OF TIBURON, a municipal corporation, 1505 Tiburon Boulevar Tiburon, CA 94920, ("Town's and Ghilotti Bros. Cons t ii¢ cipal place of business is - 5 Jacoby St. , San Rafael, CA 94901 ("Contractor"). In consideration of the mutual covenants and agreements set forth herein, Contractor and the Town hereby agree as follows : ARTICLE I CONSTRUCTION Subject to and in accordance with the terms of this Agreement, the Contractor shall do all the Work and furnish all the labor, services, materials and equipment necessary to construct and complete, in accordance with the Contract Documents (as hereinafter defined) in a good, workmanlike and substantial manner and to the satisfaction of the Town upon that real property located in the Town which is more particularly described in Exhibit A. The Project is that described and reasonably inferable from the drawings and specifications and other documents enumerated in Exhibit B. Such construction and furnishing of labor, services, materials and equipment and the performance of Contractor's other services and obligations required by the Contract Documents are hereinafter referred to as the "Work." The term "Contract Documents" shall mean this Agreement, and all of the items enumerated in Exhibit B. ARTICLE II CONTRACT SUM The Town shall pay and Contractor shall accept as full compensation for the Work the sum ("Contract Sum") set forth in Exhibit C. ARTICLE III TIME FOR PERFORMANCE Section 3.1. Definitions. As used in this Agreement: The term "Completion Date" shall mean the date that all the Work is substantially complete. 4-1 The term "Direct Costs" shall mean the premium portion of overtime pay, additional crew, shift or equipment cost and such other items of cost requested in advance by Contractor and approved by the Town, which approval shall not be unreasonably withheld. The term "Excusable Delay" shall mean an actual delay in the performance of the Work by Contractor caused by any of the following if such events are beyond the reasonable control of Contractor despite having taken all reasonable attempts to prevent, avoid delay and mitigate the effects thereof, and as set forth in the General Conditions: A. act or omission of the Town, or by an employee, agent or representative of the Town (other than by reason of the proper exercise of their respective rights, duties and obligations under the Contract Documents); or B. fire, flood, unusually severe and abnormal weather conditions beyond the anticipated average number of rain days per year over a ten (10) year period based on historic weather data, war, embargo, sabotage, hurricane, earthquake, tornado or by injunction (not the fault of Contractor) (see Article XVII of the General Conditions); or C. general strike, regulatory delays, strikes in or losses during transportation, or other similar event which is beyond Contractor's control. The Contractor acknowledges that actual delays in activities that do not affect the completion time ("non- critical delays") do not have any effect upon the Scheduled Completion Date or the Interim Completion Date, and therefor, will not constitute an "Excusable Delay" nor be a basis for changing the Scheduled Completion Date or the Interim Completion Date. The Contractor acknowledges that time extensions will be granted only to the extent that Excusable Delays exceed the available float in the Project Schedule, and in accordance with the provisions of the General Conditions that are not in conflict with the provisions of this Article III. The term "Final Completion" shall mean the completion of all the Work including punch list items, as set forth in the General Conditions. The term "Notice to Proceed" shall have the meaning described in Section 3.2 of this Agreement. The term "Scheduled Completion Date" shall mean and refer to the date set forth by Section 3.2 below, as such date may be extended pursuant to Section 3.3 below, or by change order. The term "Project" shall have the same meaning as the term "Work" as defined in the General Conditions. The terms "Substantial Completion" and "Substantially Complete" shall have the meaning set forth in Article XVI of the General Conditions. Section 3.2. A. Scheduled Completion Date. Time is of the essence in this Agreement. Contractor shall commence performance of Work within 5 working days from the date of a written notice from the Town to Contractor to proceed ("Notice to Proceed"). Contractor shall diligently proceed with performance of the Work and agrees to achieve Substantial Completion of the entire Work (as defined in Article XII of the 4-2 General Conditions), but in no event to exceed 45 consecutive calendar days after the date of issuance of said Notice to Proceed ("Scheduled Completion Date"). Section 3.3 Extension of Scheduled Completion Date. In the event that Contractor is actually delayed on the performance of the Work by any Excusable Delay and other than for financial reasons, and as set forth in Article XVII of the General Conditions, then the Scheduled Completion Date shall be extended for a period equal to the length of such Excusable Delay. Such extension of time on account of an Excusable Delay shall not be allowed unless applied for in writing by the Contractor within ten (10) calendar days of the commencement of any such delay and the written approval of such extension of time is obtained from the Engineer and/or Consultant or other duly authorized agent of the Town. A waiver of any requirement in this Section 3.3 herein contained, including but not limited to time within which application for extension of time may be made, or requirement for written application and written approval thereof in connection with any or all past delays, shall not constitute a waiver by the Town of any of such requirements in connection with any present or future delays. No verbal approval, either express or implied, or any grant of time extension by the Town or its agents shall be binding upon the Town unless and until such approval is expressly ratified in writing. In the event the Contractor is delayed in the Work by any Excusable Delay and other than for financial reasons, the Contractor's remedy, if at all, shall be limited solely to an extension of time. In no event shall it be entitled to a monetary payment over and beyond that which is specified in the Contract Documents and the duly executed change orders thereto for any damages of any kind whatsoever arising by reason of such Excusable Delay, including but not limited to money actually expended on the job by reason of such delay for salaries, equipment and materials, loss of anticipated profits, and overhead or indirect costs. In the event of delay in the Work which is not due to an Excusable Delay, the Town may direct that the Work be accelerated by means of overtime, additional crews or additional shifts or resequencing of the Work. All such acceleration shall be at no cost to. In the event of Excusable Delay, the Town may similarly direct acceleration and Contractor agrees to perform same on the basis of reimbursement of Direct Cost plus a fee of five percent (5%) of such cost but expressly waives any other compensation therefor. In the event of any acceleration requested pursuant to this paragraph, Contractor shall provide promptly a plan including recommendations for, in Contractor's opinion, the most effective and economical acceleration. Section 3.4 Time: Liquidated Damages. For each calendar day's delay beyond either the Scheduled Completion Date or the Interim Completion Date, (which delays are not excused pursuant to Section 3.3 of this Agreement), Contractor shall forfeit and pay to the Town the sum of Five Hundred Dollars (5;500 as liquidated dames. n o TOWN V CONTRACTOR EVA R. GHILOTTI PRESIDENT/CEO GHILOTTI BRO T HERS CONSTRUCTION, INC. 4-3 ARTICLE W PREVAILING WAGES The general prevailing rate of per diem wages and the general prevailing rate for holiday and overtime work in this locality for each craft, classification, or type of worker needed to execute this Agreement is that ascertained by the Director of the Department of Industrial Relations of the State of California, copies of which ("Prevailing Rate Schedules") are on file in the Town's office. The Prevailing Rate Schedules shall be made available to any interested party on request. 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 worker employed on the Project. Contractor shall post the Prevailing Rate Schedule at the Site. Contractor shall forfeit, as a penalty as set forth in California Labor Code § 1775, fifty dollars ($50.00) for each calendar day or portion thereof, for each worker paid less than the prevailing rates set forth in the Prevailing Rates Schedules for any work done under the Contract Documents or any work done by any subcontractor under Contractor. Contractor shall comply with the payroll records requirements, provisions regarding apprentices and other provisions of Article XVI of the General Conditions and shall be responsible for causing all of Contractor's subcontractors to comply with these requirements and provisions. ARTICLE V NON-DISCRIMINATION The Contractor hereby agrees to comply with all applicable provisions of State and Federal law regarding non-discrimination, equal employment opportunity and affirmative action. ARTICLE VI WORKER'S COMPENSATION INSURANCE By my signature hereunder, as Contractor, I certify that I am aware of the provisions of Section 3700 of the Labor Code which require every employer to be insured against liability for Worker's 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 of this Agreement. ARTICLE VII CONFLICT In the event of conflict between the terms of this Agreement and the bid or proposal of said Contractor, then, this Agreement shall control and nothing herein shall be considered as an acceptance of the terms of the proposal conflicting herewith. 4-4 ARTICLE VIII EXHIBITS This Agreement includes the following Exhibits, which are attached hereto and incorporated herein by reference: Exhibit A The Site Exhibit B Contract Documents Exhibit C Contract Sum IN WITNESS WHEREOF, the parties to these presents have hereunto set their hands the day and year first hereinabove written. APPROVED AS TO FO B}~~~ Town tt TOWN OF TIBURON T~ T 17f'T'T BRn'T'F ,s CoNsm 1(,7TnN _ ]NC. (TN (Contractor) BY EVA R. GHILOTTI Its PRESIDENT/CEO Contractor's License No. License No. 644516 Expiration Date 5.51 1 Z000 - " 'IM - e 4-5 TOWN OF TIBURON OFF-SITE STREET IMPROVEMENTS TIBURON POLICE STATION CONTENTS SECTION I SECTION 2 SECTION 3 EXHIBIT A EXHIBIT B EXHIBIT C EXHIBIT D EXHIBIT E EXHIBIT F SECTION 4 INVITATION TO BIDDERS INSTRUCTIONS TO BIDDERS BID PROPOSAL (Unit Price Contract) Estimate and Schedule of Bid Prices Bidder's Bond or other Bid Security List of Subcontractors Affidavit of Noncollusion Contractor's Performance Bond Labor and Material Payment Bond AGREEMENT SECTION 5 GENERAL CONDITIONS SECTION 1 INVITATION TO BIDDERS Town of Tiburon State of California NOTICE IS HEREBY GIVEN that Siavash Barmand, Town Engineer of the Town of Tiburon, will receive sealed bids at: Tiburon Town Hall Town Council Chambers 1505 Tiburon Boulevard Tiburon, CA 94920 on or before 2:00 p.m. on Thursday, November 12,1998 for the furnishing of all labor, materials, and services required for the following project: OFF-SITE STREET IMPROVEMENTS TIBURON POLICE DEPARTMENT Only contractors possessing a valid California Class `A' Contractors License authorized in the State of California to perform such work will be eligible to submit a bid. Each bid shall be made in accordance with the plans and specifications and contract documents prepared therefor, now on file at the office of the Town Engineer, where they may be examined, and copies thereof be obtained upon payment of $20.00 per set, WHICH FEE WILL NOT BE REFUNDED. Checks shall be made payable to the Town of Tiburon. Bids shall be submitted upon proposal forms furnished by the Town Engineer, and shall be accompanied by a certified or cashier's check, currency or bid bond in the amount of at least ten percent (10%) of the amount bid, which amount shall be given as guaranty that the bidder will enter into the contract, if it is awarded to him/her, and will file the contract bonds required within 10 days after notice that his/her bid has been accepted. The Town Council reserves the right, in its sole discretion, to reject any and all bids and to waive any irregularity in any bid received. The successful bidder will be required to furnish and pay for good and sufficient performance and labor and material payment bonds satisfactory to the Town as set forth in the General Conditions of the Contract Documents. Bidders are notified that pursuant to law, the Town has ascertained the general prevailing rate of wages and rates in the locality in which is to be performed, for each craft or type of workman or mechanic needed to execute the contract. The prevailing rates of hourly wages applicable to the Work to be performed are those 1-1 determined by the Marin County Board of Supervisors and are set forth by the Board's Resolution 71-302, pursuant to Section 1773 of the Labor Code. Said rates apply to this project. Copies of the prevailing rate of per diem wages are on file with the Town at its principal office at The Town at the Town Hall, 1505 Tiburon Boulevard, Tiburon, CA 94920, and will be made available to any interested party on request. It shall be mandatory that all persons employed in the execution of the contract be paid not less than specified above and that special rates applicable to overtime, holidays, and other special provisions, be recognized. Bids received by the Town Engineer will be opened and read publicly on November 12, 1998 at the Tiburon Town Hall, and will thereafter be tabulated and submitted to the Town Council for consideration. Dated -C2 9 --qg To f Tib on Scott Anderson Acting Town Manager 1-2 SECTION 2 INSTRUCTIONS TO BIDDERS Town of Tiburon State of California Project: OFF-SITE STREET IMPROVEMENTS TIBURON POLICE STATION General Instructions : A. Bid proposals and accompanying documents shall be in the forms set forth in the Contract Documents, and on forms furnished by the Town Engineer. The bid documents include the Invitation for Bids, these Instructions to Bidders, the Bid Proposal, Acknowledgment of Receipt of Addenda (if any), List of Subcontractors, Affidavit of Noncollusion, form of Bidder's Bond, any other sample bidding forms, and the other Contract Documents, including any addenda or written interpretations issued prior to opening of bids. The Contract Documents include, in addition to the afore-listed documents, the form Town- Contractor Agreement for the Project, the General Conditions for the Project, the Off-site Improvement Plans by Irving Schwartz Associates, Sheets C 1-C4 (dated September 29, 1998) and any other plans, specifications, or other docuemnts issued by the Town to describe the Project. B. The bidder shall carefully and thoroughly examine the project Site(s) and the Contract Documents. The submission of a bid is conclusive evidence that the bidder has investigated and is satisfied with the conditions of the Site(s), the character, quality and scope of Work to be performed, the quantity and quality of the materials to be furnished and the requirements of the Contract Documents. C. Only contractors possessing a valid California Class 'A' Contractors License authorized in the State of California to perform such work will be eligible to be awarded the contract. Failure to possess this license shall render the bid non-responsive. The Town intends to award the contract only to a bidder that has furnished satisfactory evidence that it, and the personnel that will be employed on the Work, has the requisite experience and ability and that it has sufficient capital, facilities and other resources necessary to successfully and promptly complete the Work. Before contract is awarded, the Town may, in its sole discretion, require from the proposed contractor, further evidence of qualification, ability to perform, and financial responsibility, and may in its sole discretion consider such evidence in making its decision on the award of such proposed contract. 2-1 D. No oral, telephone, fax or telegraph bids or modifications will be considered or accepted. Bids may be withdrawn by the bidder prior to, but not later than the time and date fixed for the receipt of the bids. E. All bids shall be submitted and marked clearly on the envelope: BID - OFF-SITE STREET IMPROVEMENTS TIBURONPOLICE STATION F. Any bid may be rejected in the sole discretion of the Town as incomplete, which is in any way conditional, or makes exceptions, interlineations, alterations, omissions or reservations to the terms of the bid form, drawings, specifications or other contract documents. However, the Town reserves the right, in its sole discretion, to waive any informalities or minor irregularities in any bid. G. Bids must be for the entire project defined in the Contract Documents as the Work, unless otherwise specifically provided. Bid forms shall be properly completed with all items filled out; numbers shall be stated both in writing and in figures, and all prices and negotiations must be typed or written legibly in ink. Mistakes may be crossed out and corrections inserted adjacent if initialed in ink by the person signing the bid. Communications serving to qualify a bid will not be considered for any purpose. The Town shall have the right to accept or reject any and all alternatives, additives, or deductive bids called for in the bid forms, and their order of listing shall in no way indicate the order in which they may be accepted. H. Questions regarding documents, discrepancies, omissions, or doubt as to meaning, shall be in writing and shall be referred immediately, and in any event not less than five (5) days prior to the opening of bids to the Town Engineer who will send written instruction clarifying such questions to each bidder. Neither the Town Engineer nor Town shall be held responsible for any oral instructions. I. Each bid must give the full business address of the bidder and be signed by him/her with his/her usual signature. Bids by partnerships must furnish the full name of all partners, and must be signed by the partnership, or by an authorized representative, followed by the signature and designation of the person signing. Bids by corporations must be signed with the legal name of the corporation and by the signature and designation of the president or other person authorized to bind the corporation. When requested by the Town, the bidder must furnish satisfactory evidence of the authority of an officer signing on behalf of a corporation. J. All bids submitted shall remain open and irrevocable for a period of thirty (30) days after bid opening. K. Bid guaranties will be required from each bidder with his/her bid in the amount of ten percent (10%) of the amount of the bid, guaranteeing that bidder will not withdraw his/her bid for period of thirty (30) days after the scheduled closing time for receipt of bids, and that he/she will enter into a contract if awarded such contract, and such guaranty may be in the form of- 2-2 1. A bid bond obtained from any qualified surety company authorized to do business in the State of California. 2. A certified or cashier's check payable to the order of the Town of Tiburon. All checks shall be made payable to the Town of Tiburon. All bid bonds shall provide for payment of the principal sum thereof to the obligee, if bidder fails to execute formal contract awarded him or her. In the event of the withdrawal of said bid within the thirty (30) day period, or the failure of the bidder to enter into said contract and provide the Town with the performance and labor and materials bonds required by the General Conditions of the contract within 10 days after he/she has received notice of the acceptance of his/her bid, the bidder shall be liable to the Town for the full amount of the bid guaranty as representing the damage to the Town on account of the default of the bidder in any particular hereof. Upon such default by the bidder, to whom the contract is awarded, the Town shall cash the bid check, or recover the guaranty filed by such bidder, and hold the same as liquidated damages, and not as penalty for such failure or neglect, it being expressly stipulated by and between all parties concerned that it would be impracticable and extremely difficult from the nature of the case to fix the actual damages sustained by said Town as the result of such failure or neglect, and that such guaranty is presumed and determined to be the amount of damages sustained. If the contract be awarded to the next lowest responsible bidder, then Section 37935 of the Government Code of the State of California shall be applicable. L. After the successful bidder has executed all necessary Contract Documents, filed with and secured approval by the Town Staff of all performance, payment and other bonds and certificates of insurance required under the Contract, then all other bid guaranties will be returned to the remaining bidders. M. Each bidder, in making a bid or offer to perform the Work, shall in its proposal set forth: 1. The name and the location of the place of business of each subcontractor who will perform work or labor or render service to the bidder in or about the construction of the Work or improvement in an amount in excess of one-half of one percent of the bidder's total bid, and 2. The portion of the Work which shall be done by each subcontractor, including the dollar amounts of said work. The bidder shall comply with all the provisions of Section 4104 of the California Subletting and Subcontracting Fair practices Act, Cal. Pub. Contr. Code § 4100-4114.1. See also Article XXIX of the General Conditions. N. 'The Town reserves the right, in its sole discretion, to revise or amend the specifications, plans, drawings or other contract documents, prior to the date set for opening of bids. Such revisions and amendments, if any, will be announced by an addendum or addenda to the Invitation for Bids. Copies of such addenda as may be issued will be furnished to all prospective bidders. If the revisions and amendments are of a nature which require material changes in quantities or bid prices or both, the date set for opening of bids may be postponed 2-3 L.- such number of days as in the opinion of the Town Engineer will be necessary for bidders to revise their bid. In such case, the addenda will include the announcement of the new date for opening bids. Bidders are required to acknowledge receipt of all addenda to the invitation for bids in the bid proposal submitted by them. Failure to acknowledge all such addenda may cause rejection of the bid. 0. Contract Documents which shall constitute the entire contract for the Work, shall include the following: 1. Invitation to Bidders 2. Instructions to bidders 3. All addenda issued 4. Bid Proposal (Lump Sum Contract) 5. Town-Contractor Agreement 6. General Conditions 7. Plans, drawings and specifications identified as: OFF-SITE STREET IMPROVEMENTS TIBURON POLICE STATION P. No person, firm, or corporation shall be allowed to make, file or be interested in more than one bid for said project, unless alternative bids are called for. This prohibition is not applicable to submission of sub-proposals to a bidder, nor to quoting prices and/or materials to a bidder. Q. The Town reserves the right, in its sole discretion to reject all bids. The award of the Contract, if it is to be awarded, will be to the lowest responsive and responsible bidder. R A pre-bid meeting will be held on Thursday, November 5, 1998 at the project site (1101 Tiburon Boulevard @ Ned's Way) at 10:00 a.m. 2-4 SECTION 3 BID PROPOSAL (LUMP SUM CONTRACT) PROPOSAL TO THE TOWN COUNCIL OF THE TOWN OF TIBURON, STATE OF CALIFORNIA, FOR PROJECT KNOWN AS: OFF-SITE STREET IMPROVEMENTS TIBURON POLICE STATION !Jame of Bidder: Ghilotti Brothers Construction, Inc. Address of Bidder: 525 Jacoby St., San Rafael, CA 94901 November 12, 1998 2:00 PM Date of Bid: Section 1- In compliance with the Contract Documents for the OFF-SITE STREET IMPROVEMENTS - TIBURON POLICE STATION, the undersigned, having become thoroughly familiar with the terms and conditions of the Contract Documents and with local codes and conditions affecting performance and costs of the work at the place where the work is to be performed, and having fully inspected the Site in all particulars, h.-reby proposes and agrees to fully perform the work within the time set forth in the Contract Documents and in strict accordance with the Contract Documents, including furnishing any and all labor and materials, and to do all work required to construct and complete the work in accordance with the Contract Documents. Section 2- The total lump sum bid is: OW AVfjggcrt_> xis o G-Ir 7 - DOLLARS ~ !-~uaDeep 4 - 1 (S-l Section 3- BID ALTERNATES The following prices shall determine the cost or credit resulting from inclusion in the Work and shall include all labor, materials, services, equipment, fringe benefits, taxes, insurance, permit costs, overhead, profit and other costs or expenses necessary to perform the required work. The Town reserves the right to accept or reject any or all alternates which it determines are in the best interest of the Project. All alternates are listed in Specification Section, and described in the sections referenced therein and on the Drawings. 3-1 Alternate No. 1: DOLLARS Section 4- The quantity of each item of Work to be performed or material to be furnished as stated in the attached schedule of bid price is estimated and approximate and will be used as a basis for comparing bids only, and that the final certification of said quantities will be made on the basis of the actual quantities of work performed or materials furnished, unless measurement and payment of said quantities are otherwise stated in the Specific Conditions of this contract. All addenda bound with the Specifications or issued during time of bidding are included in this proposal. Receipt of the following addenda and date thereof is acknowledged. Addendum No. , Addendum No. , Addendum No. , Date Date Date Section 5- TIME OF COMPLETION A. 1. The undersigned agrees to commence work under the Contract within 5 working days from when written notice from the Town to Contractor to proceed ("Notice to Proceed' and to substantially complete the work (as defined in Article 8 of the General !Conditions) within a period not to exceed'30 consecutive calendar daysfrom thedate-specified in the Notice to Proceed ("Scheduled Completion Date"), and in accordance with the Interim Completion Date set forth below. 2. The undersigned agrees to complete all work required under the Contract Documents, except for that work related to within 45 consecutive calendar days from the date specified in the Notice to Proceed. B. 1. The undersigned agrees that the Contractor shall begin Work in accordance with the Notice to Proceed, and shall diligently prosecute the Contract to completion within time limits specified. 2. The undersigned agrees that should Contractor begin work in advance of receiving=notice that Contract has been approved by the Town, any Work performed by Contractor in advance of date of approval shall be considered as having been done by Contractor at Contractor's own risk. Section 6- The undersigned has carefully checked all bid figures and agrees that the Town shall -not be responsible or chargeable for any errors or omissions on the part of the undersigned in making up this bid. 3-2 Section 7- This bid may not be withdrawn for a period of thirty (30) days from opening thereof. Section 8- In compliance with Sections 4100, et seq., of the Government Code of the State of California, there is set forth in the attached list of subcontractors the name and location of the mill, shop or office of each subcontractor who will perform work, labor or render service to the undersigned in or about the construction of the Work or improvement contemplated by the bid and the portion of the Work to be done by said .subcontractor. Section 9- The bidder is licensed by the State of California under: Contractor's License No. 644516 , Class A, C-8, C1-2, C21, C42 Section 10- Name of Bidder: Ghilotti Brothers Construction, Inc. n for Bidder and title(s) of such Signature of p (s) with 1 au sigi? persons a i o i, esi en Address of Bidder: 525 Jacoby St., San Rafael, CA 94901 If bidder is a corporation, state legal name of corporation, state of incorporation, and name of president and secretary; if a partnership, state full name of all general partners and name under which business is conducted. Name of Corporation: Ghilotti. Brothers Construction, Inc. Name of President: Ezra R. Ghilotti Name of Secretary: Michael M. Ghilotti State of Incorporation: California Please see Attachment A Name of Partnership: n~~A Names of General Partners: Section 11- SUPPLEMENTS TO PROPOSAL FORM In addition to all information required in the Instructions to Bidders, accompanying this Proposal Form are the following documents completely filled in by the bidder and hereby made a part hereof: A. Bidder's Bond or other Bid security B. Statement of Qualifications and Experience of Bidder C. List of Subcontractors D. Affidavit of Noncollusion E. Contractor's Performance Bond F. Labor and Material Payment Bond 3-3 1Yt11LV 1 II tStCV I nrit"13 L,V1~01.000l. 11V1-1~ 11r L. 525 1~ STREET, SAN RAFAEL, CA 9- 415/454-7011 • 415/454-8376 FAX California License 9644516 GBI to GBCIGBCI Corporate Structure Effective July 1, 1992, Ghilotti Bros., Inc. was dissolved by the stockholders. Ghilotti Brothers Construction, Inc. was formed by Eva R. Ghilotti, Mario M. Ghilotti, Michael M. Ghilotti and Dante W. Ghilotti; encompassing over 60 years of experience. The new structure, GBCI, adding a new stockholder and management officer, will enable us to provide better and more comprehensive construction and engineering services throughout a more diversified geographic area. DATE INCORPORATED: 1992 PRESENT ADDRESS: SINCE 1963 FEDERAL I.D. 68-0273167 525 JACOBY STREET CONTRACTOR'S LICENSE: #644516 CLASS: A,C8,SA,SC 12,SC21,SC42 NOTE: Company was founded in 1914 and subsequently incorporated in 1950 (as Ghilotti Bros., Inc.) by James Ghilotti (father of Mario M. Ghilotti). Key stockholders of former company remained, as well as key officers, and are currently employed with Ghilotti Brothers Construction, Inc. CORPORATE OFFICERS: EVA R. GHILOTTI PRESIDENT/CEO MARIO M. GHILOTTI EXECUTIVE VICE PRESIDENT/GENERAL MANAGER MICHAEL M. GHILOTTI EXECUTIVE VICE PRESIDENT, CONSTRUCTION MANAGEMENT/OPERATIONS; CORPORATE SECRETARY DANTE W. GHILOT 1 EXECUTIVE VICE PRESIDENT, EQUIPMENT LIASON, CORPORATE TREASURER FINANCIAL REFERENCES: BANKING: NINO PETRONI, VICE PRESIDENT THE MECHANICS BANK (510) 262-7200 3170 HILLTOP MALL ROAD, RICHMOND, CA 94806 WILLIAM MURRAY, CHAIRMAN-BOARD BANK OF MARIN (415) 485-2265 1101 FOURTH STRET, SAN RAFAEL, CA 94901 JIM WALKER, SENIOR VICE PRESIDENT & MANAGER WESTAMERICA BANK (415) 257-8000 P.O. BOX 600, SAN RAFAEL, CA 94915 "Equal Opportunity Employer" FILENAME \p H:\Bid Documents\BidInserts\GBCIStructure.doc 7 EXHIBIT A BIDDER'S ]BOND KNOW ALL MEN BY THESE PRESENTS: Thatwe, GHILOTTI BROTHERS CONSTRUCTION, INC. as PRINCIPAL, and TRAVELERS CASUALTY AND SURETY COMPAN --AMERICA a corporation duly orgy-~ under the laws of the State of CONNECTICUT the S~ of and duly licensed to become sole surety on bonds required or authorized by California, as SURETY, are held and firmly bound unto the Town of Tiburon, a municipal corporation (hereinafter called the "Town"), in the penal sum of TEN PERCENT (10%) OF THE TOTAL AM I T OF THE BID of the Principal above named, submitted by said Principal to the Agency, for the work described below; for the payment of which sum in lawful money of the United States, well and truly to be made, we bind ourselves, our heirs, executors, administrators and successors, jointly and severally, famly by these presents- In no case shall the liability of the Surety hereunder exceed the sum - - - - - of TEN PERCENT 10'0 OF THEAULBID Dollars (S=.: THE CONDITION OF THIS OBLIGATION IS SUCH, That whereas the Principal has submitted the above mentioned bid to the Town for. OFF-SITE STREET LMPRO VEMENTS - TIBURON POLICE STATION NOW) THEREFORE, if the aforesaid Principal is awarded the contract and, within the time and manner required under the specifications, after the prescribed forms are presented to him for signature, enters into a written contract, in the prescribed forms, m accordance with the bid, and files a performance bond and a contractor's payment bond, and files the required insurance policies with the Town, all as required by the specifications and the contract or by law, then the obligation shall be null and void; otherwise it shall be and remain in full force and effect. The Surety, for value received, hereby stipulates and agrees that the obligation of said Surety and its bond shall be in no way impaired or affected by any extension of the tune within which the Town may accept such Bid; and said surety does hereby waive notice of any such extension- is recovered, the S~5' shall In the event suit is brought upon this bond by the Town and judgment s fees to be fixed by the court. pay all costs incurred by the Town u1 such suit, including reasonable IN WITNESS WHEREOF, we have hereunto set our hands and seals on this 12 t h day of NOVEMBER , 19 98. 3-4 (Type Company Name) (Type Company Name) GHILOTTI B OTHERS CONSTRUCTION, INC. TRAVEL S CASUALTY AND SURETY COMPANY OF AMERICA By By EVA R. G ILOT I KELLY HOLT MANN PRESIDENT/CEO ATTDRNE1--iN-,EAU Title Title By N/A Title Title By N/A PRINCIPAL SURETY (Attach acknowledgncnts of both Principal and Surcty signatures) 3-5 ALL-PURPOSE ACKNOWLEDGMENT Fstate of California County of Marin SS. On tZ__q% before me, Al i nP ,Tnhn. nn N~ nt-a~ Ptjhl i ~ • (DATE) (NOTARY) personally appeared E`va R. Ghilotti SIGNER(S) © personally known to me - OR- ❑ proved to me on the basis of satisfa • evidence to be the person() whose na isl= subscribed to the within instrumer acknowledged to me that he/xbD5' exe the same in K/herAQ autho story • nen t and :used • ized • capacity(i , and that by /her&kdx signature(x) on the instrument the person, • or the entity upon behalf of which the ALINEJOHNSON Person(X) acted, executed the instrument. . • Commission #1074631 z Z O.-t No tary Public - California Marin County y Comm, Expires Oct 15.19W WITNESS my hand and official seal. • OT'i` SIGNATURE • OPTIONAL INFORMATION The information below is not required by law. However, it could prevent fraudulent attachment of this acknowl- edgment to an unauthorized document. ' CAPACITY CLAIMED BY SIGNER (PRINCIPAL) DESCRIPTION 'OF ATTACHED DOCUMENT ❑ INDIVIDUAL ❑ CORPORATE OFFICER • TITLE OR TYPE OF DOCUMENT TrrLE S • ❑ PARTNER(S) ❑ ATTORNEY-IN-FACT ❑ TRUSTEE(S) • ❑ GUARDIAN/CONSERVATOR ❑ OTHER: • RIGHT THU? • SIGNER IS REPRESENTING: OF NAME OF PERSON(S) OR ENrrrY(IES) SIGNI • NUMBER OF PAGES t DATE OF DOCUMENT q'6~3~ if 3 OTHER • L 4B PRINT a • L M O d • F APA 5/97 VALLEY-SIERRA, 800-362-3369 CALIFORA7A ALL-PURPOSE ACKNVO GE1V1= State of CALIFORNIA County of SONOMA On 11-12-98 before me, _ BONNIE K. FRYMIRE, NOTARY PUBLIC DATE NAME. TITLE OF OFFICER - E.G.. JANE DOE, NOTARY PUBUC personally appeared KELLY HOLTEMANN NAME(S) OF SIGNER(S) ® personally known to me - OR - ❑ proved to me on the basis of satisfactory evidence to be the person(4 whose namely is/ow subscribed to the within instrument and s acknowledged to me that Wshe% , ate- OFFICIALS AL - 105 64 BONNIE K. ERYM11RE executed the same in hda(her/A&n authorized f; : hlOTAF.Y PUBLIC - C~'~ _iF. ~ Z C©t,NTY o capacitOWY, and that by Aois/her/tim~ K My Comm. Exp. `pr. `s, 1999 signatureW on the instrument the person*) or the entity upon behalf of which the person" acted, executed the instrument, WITNESS my hand and official. seal SIGNATURE OF NOTARY OPTIONAL Though the data below is not required by law, it may prove valuable to persons relying on the document and prevent fraudulent reattachment of this form. CAPACITY CLAIMED BY SIGNER ❑ INDIVIDUAL ❑ CORPORATE TITLE(s) ❑ PARTNER(S) ❑ LIMITED ❑ GENERAL ATTORNEY-IN-FACT ❑ TRUSTEE(S) ❑ GUARDIAN/CONSERVATOR ❑ OTHER: SIGNER IS REPRESENTING: NALIE OF PERSONcS) OR ENTIT(IESnf TRAVELERS CASUALTY AND SURETY COMPANY OF AMERICA DESCRIPTION OF ATTACHED DOCUMENT BIDDER'S BOND TITLE OR TYPE OF DOCUMENT TWO NUMBER OF PAGES NOVEMBER 12th, 1998 DATE OF DOCUMENT N/S SIGNER(S) OTHER THAN NAMED ABOVE IN WITNESS WHEREOF, TRAVELERS CASUALTY AND SURETY COMPANY OF AMERICA has caused this instrument to be signed by its Vice President, and its corporate seal to be hereto affixed this 1st day of July, 1997. STATE OF CONNECTICUT X00 SURf . )SS. Hartford WMFOF4 COUNTY OF HARTFORD CONN. 1 s V~ TRAVELERS CASUALTY AND SURETY COMPANY OF AMERICA By 10000> >0 . George W. Thompson Vice President On this 1st day of July, 1997, before me personally came GEORGE W. THOMPSON to me known, who, being by me duly swom, did depose and say: that he/she is Vice President of TRAVELERS CASUALTY AND SURETY COMPANY OF AMERICA, the corporation described in and which executed the above instrument; that he/she knows the seal of said corporation; that the seal affixed to the said instrument is such corporate seal; and that he/she executed the said Instrument on behalf of the corporation by authority of his/her office under the Standing Resolutions thereof. ~a.TET~ CERTIFICATE My commission expires June 30, 2001 Notary Public Marie C. Tetreault I, the undersigned, Assistant Secretary of TRAVELERS CASUALTY AND SURETY COMPANY OF AMERICA, a stock corporation of the State of Connecticut, DO HEREBY CERTIFY that the foregoing and attached Power of Attorney and Certificate of Authority remains in full force and has not been revoked; and furthermore, that the Standing Resolutions of the Board of Directors, as set forth in the Certificate of Authority, are now in force. Signed and Sealed at the Home Office of the Company, in the City of Hartford, State of Connecticut. Dated this 12th day of NOVEMBER 19 98. ,~y =wry A ~ CONK By: dr Rose Gonsoulin Assistant Secretary S-2435 (7-95) TRAVELERS CASUALTY AND SURETY COMPANY OF AMERICA Hartford, Connecticut 06183-9062 POWER OF ATTORNEY AND CERTIFICATE OF AUTHORITY OF ATTORNEY(S)-IN-FACT KNOW ALL MEN BY tHESE PRESENTS, THAT TRAVELERS CASUALTY AND SURETY COMPANY OF AMERICA, corporation duly organized under the laws of the State of Connecticut, and having its principal office In the Cit f County of Hartford, State of Connecticut, hath' trade, constituted and appointed, and does b these y e constitute and appoint Lawrence J. Coyne, Goran G. E. Ryn, Kelly Holtemann, Bonnie K. F by presents make, tymire or Thomas Hughes of, Petaluma, CA,its true and lawful Attomey(s)-in-Fact, with full power and authority hereby conferred to sin execute acknowiedge, at any place within the United States, or, if the following line be filled in, within the area there desl na e and , the following instrument(s): g td by his/her sole signature and act, any and all bonds, recognizances, contracts of indemnity, and other writin s obli at the nature of a bond, recognizance, or conditional undertaking and any and all consents Incident thereto g g ory in and to bind TRAVELERS CASUALTY AND SURETY COMPANY OF AMERICA, thereby as fully and to the same extent as if the same were signed by the duly authorized officers of TRAVELERS CASUALTY AND SURE COMPANY OF AMERICA, and all the- acts of said Attome s -in-Fact TY hereby ratified and confirmed. y(~ pursuant to the authority herein given, are This appointment is made under and by authority of the following Standing Resolutions of said Company, which Resoi are now in full force and effect: utrons VOTED: That each of the following officers: Chairman, Vice Chairman, President, ny President, Any Group Executive, Any Senior Vice President, Any Vice President, Any Assistant Vice Presideto AVice Secretary, Assistant Secretary, may from time to time appoint Resident Vice Presidents, Resident Assistant Secretaries Attome Any Fact, and Agents to act for and on behalf of the Company and may give any such appointee such authority as his certificate of authority may prescribe to sign with the Company's name and seal with the Company's seal bonds, recd nizan~contracts of indemnity, and other writings obligatory in the nature of a bond, recognizance, or conditional undertaking, and any of said officers or the Board of Directors may at any time remove any such appointee and revoke the power and authority given him or her. VOTED: That any bond, recognizance, contract of indemnity, or writing obligatory in the nature of a bond, recognizance, or conditional undertaking shall be valid and binding upon the Company when (a) signed by the Chairman, the Vice Chairman the President, an Executive Vice President, a Group Executive, a Senior Vice President, a Vice Presruent, an Assistant Vice President or by a Resident Vice President, pursuant to the power prescribed in the certificate of authority of such Resident Vice President, and duly attested and sealed with the Company's seal by a Secretary or Assistant Secretary orb a Resident Assistant Secretary, pursuant to the power prescribed in the certificate of authority of such Resident Assitant Secrets • or (b) duly executed (under seal, if required) by one or more Attorneys-In-Fact pursuant to the ry' certificate or certificates of authority, power prescribed in his or their This Power of Attorney and Certificate of Authority is signed and sealed by facsimile under and b authority of t following Standing Resolution voted by the Board of - Directors of TRAVELERS CASUALTY AND URETY COMPANY OF AMERICA, which Resolution is now in full force and effect: VOTED: That the signature of each of the following officers: Chairman, President, Vice Chairman, President, Any Executive Vice Any Group Executive, Any Senior Vice President, Any Vice President, Any Assistant Vice President, Any Secretary, Any Assistant Secretary, and the seal of the Company may be affixed by facsimile to any power of attorney or to any certificate relating thereto appointing Resident Vice Presidents, Resident Assistant Secretaries or Attomeys-In-Fact for purposes only of executing and attesting bonds and undertakings and otherwritings obligatory In the nature thereof, and any such power of attorney or certificate bearing such facsimile signature or facsimile seal shall be valid and binding upon the Company and any.such power so executed and certified by such facsimile signature and facsimile seal shall be valid and binding upon the Company in the future with respect to any bond or undertaking to which it is attached. (over) EXHIBIT B STATEMENT OF QUALIFICATIONS AND EXPERIENCE OF BIDDER The bidder is required to state below what work of similar magnitude or character he has done, and to give reference that will enable the Town to judge his qualifications, experience, skill and business standing and of his ability to conduct the work as completely and as rapidly as required under the terms of the contract. Please See Attachment B 3-6 LIST OF MACHINERY, PLANT AND OTHER EQUIPMENT AVAILABLE FOR PROPOSED WORK: Please see Attachment C STATEMENT OF FINANCIAL RESOURCES: (State if Attached) Please see Attachment D GENERAL CONTRACTOR Ezra R. 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PlU TR LT HR P T 5 13. '38 CHEF 314 fD P/U TR, LT HR PT58 'B9 CHEV Pall TR LT HR. PT59 '39 CHEF P/U TR LT HR PT61 "039 CHEF P/U TR LT HR PT62 '89 CHEU P/U TR LT HR PT64 89 CHEV. 3/4 TO P/U TR LT HR i PT66 '89 CHEII P/U TR, LT HR PT68 '09 CHEV Ph TR LT HR PT69 '91 CHEY S-10 P/U TR, LT HR PT-10 '91 CHEII S-lit PlU TR LT HR PT700 '86 CHEY 314 TO P/U. TR LT HR PT71 '91 CHEII 5-10 P/U TR LT HR PT72 '89 CHEF 3/4T P P/U TR LT HR P T75 19 CHEII C2501 Pill TR LT HR PT76 '87 CHEF SU9LIP, B P/U TR LT HR PT77 '90 CHEU 5-10 P PlU TR LT HR ► PT78 '90 CHEY P[CK11P P/U TR LT HP, PTBO '84 CHE',I UTILIT' P/U TR LT HR P T 8 0 0 '83 CHEU G[ESL P/U TR, LT HR PTB1 'B4 CHEV PI U P/U TR LT HR ~ R0 l DYNA CC42 U IS/A ROLLER, C42 HR R02 ;TACKER WHK-90A ROLLER HR R03 534 ROLLER ROLLER, HR RO# CB-534 ROLLED, ROLLER HR i R19 DYNA CA 15 V [B/R ROLLER CIS HR R 12 0YNA CC21 VIVA ROLLER CH HR ~ R14 DYNA CA25 u [B/R ROLLER C25 HR R15 OYNA CC~l V1BrA ROLLER C21 HR R16 DYNA CCIO Y18 ROLLER C18 HR R24 OYNA CC10 VIB ROLLER CIO HR R28 REX SP848A VIBI ROLLER B4B HR R35 OYNA CV21A VIB1 ROLLER C21. HR R36 DYNA CA25D VI81 ROLLER C25 HR R37 3OMAG 120/AC ROLLER 120 HR R39 DYNA CC21 ROLLER C21 HR R48 DYNA CA25 V1B/A, ROLLER HR S10 CAT 6 236 20 CY SCRAPER623 HR DATE 11/1 ' EUIPMENr PATES - BARE ITEM # 1*1esr_-r i pL iori OaVgory U!M 1 .i 806 CAT 140G BLADE L4i1 HR B09 C!qT 14G BLADE 14G HR Bl2 12 G BL.4DE 8LADE HR B95 Cell T 14r BLADE 14G HR 9(107 CPT D6D-M DOZER D6D HR BDLS CAT DBY DOZER D8 r. HR 0D20 AT D4H DD7ER. NH HR BD2E. 0T D91- DOZER D9L HR 9D29 CAT 08K-S DOZER DBK HR BD'3S CAT D6H DOZER D6H HR 81101 FA4ER PAYER HR BG021 BG265 LO'-19' PATER 265 HR BG06 SA125 s'-11E' PAYER 125 HR 8HO1 10690 V48" 8lJC BACKHOE690 HR RHOS ("AT 44b Si Ki 6,-F BACKHDE446 HR BHLI 1D 710C-4K4 BACKHOE719 HR 8H21 JD &LOC RT BACK.HOE610 HR BH22 10 7108 RT BACKHOE711 HR OH30 JD 10B RT BACKHOE HR BT05 '79 INTL 18SO G BOOT ALL HR CAR2S '91 CHEF S-10 CAR HR CAP.L3 '91 CHEF S-10 CAR HR 29 CAR '90 OLCSMOBILE CAR HR CARy3 '91 OLDS WA13Url CAR HR Cr101 HURON EAS[ POUR CURB ALL HR CM)3, r, & G COMMANDER CURB ALL HR, DTO1 1433 FORD MODEL DUMP TRLT HR DT37 '?4 PETER [0 4 DUMP TRIOR HR FLO L CAT R100 LIFT T FDRKLFTLT HR FL02 JINTL LIFTALL N- FORKLFTLT HR GT04 'B,2 PETERBI LT :3 GRSE TRALL HR GT06 '90 1 NTL GRSE TR,ALL HR GTOS ' 79 T R X TOR GRGE TRALL HR L0 L COT 4510 TRK 4,f LOADER 951 HR Lf14 2100 SKIP LOADE LOADER 210 HR LOS CAT 950B WH LOADER, 959 HR Ll4 CAT 9660 WH LOADER 966 HR L17 CAT 973 TRK VI LOADER, 973 HR L25 CAT 9808 WH LOADER 980 HR L26 CAT IT2B LOADER IT2 HR L2B JD 310C QD LOADER :310 HR L48 70 310-C LOADER 316 HR L49 JD 31OC LOADER 310 HR L50 10211C SKIP LOA LOADER, 216 HR LSI LOADER BOBCAT LOADER 40L HR LS02 LASER, ELI SMAL LASER HR P04 CAT 8250 COMP FACTOR 82S HR P65 DYNA C925 Y [B PACTDR C25 HR P09 RED 330 GOMP FACTOR 3310 HR PI1 C,AT 815E COMP PACFOR 815 HR P12 CAT 8158 COMP FACTOR OIS HR i f. I r. i : F. I 1 t~ i r I I r. GATE X97 E911IPMEMT RATES, - BAP,[ ITEM 4 tiescr i pt ioN Category UM S2? i'E`+T 6279 20 CY 3CRAPER627 HR STOI "33 CHEY I TON SHOP TRALL HR ST05 20 INTL. SHOP TRALL HR STOi '82 IPiT'L SHOP TRALL HR ST08 'R4 IXT' L SHOP TRALL HR STIO SHOP TRALL HR STIo '60 INTL UTILIT SHOP TRALL HR ST18 `35 CHEY 314TOM SHOP TRALL HR 9T20 '64 CHEU DI ESL SHOP TRALL HR 51402 ELGIN WHIRLWI,'4G SWEEPERALL HR TC01 OMEGA 19 - 18 T TRCK CROME HR TCOJ 4 TOM RD TRK MT TRCk CRRO H? TC07 ' Bl WAR-,' SWA ORA TRCK CRORA HR TT10 '83 PETERBILT T TRACTORALL HR TT14 ciAX~ ► AVW TRACTDRALL HR TTU '90 PETERBILT TRACTORALL HR TT13 '84 PETERBILT TRACTDRALL HR WT08 1300 GAL WATER HWY HR WTII '2000 GAL WATER HWY HR WTII 3000 GALLOP( WATER HWY HR WT17 11 PETER U05- WATER HWY HR WT21 63IC KLINE KT60 WATER 631 HP, c FINANCIAL STATEMENT FORM Ghilotti Brothers Construction, Inc. has an established deposit (Contractor) and borrowing relationship with The Mechanics Bank since (Bank) 7/14/92 Both business account- and credit accommodations (Date) are maintained in a highly satisfactory manner. Based on my knowledge of Ghilotti Brothers Construction, Inc. 's (Contractor) average monthly business account balances and its credit worthiness I believe its general financial strength and credit rating meet or exceed the Dun, & Bradstreet alphanumeric rating of not less than BB2. Ghilotti Brothers Construction, Inc. (Contractor Company Name) Eva R. Ghilotti, President/CEO (Contractor Representative, Printed Name) NnvPmher 12. 199$ _ (Contractor.Representa ive, Signature) Date The Mechanics Bank (Bank Name) 3170 Hi 11 top Mal 1 Rd Ri QbM0d, CA- 901 (Business Address) (City/State/Zip Code) D. U (Bank esentiatlveA rrintea v4dme) (gar* Representative, Signature) 10-13-98 Date EXHIBIT C LIST OF SUBCONTRACTORS As required by Section 4104 et seq. of the California Public Contract-Code, the name and location of business of each subcontractor who will perform work or labor, or render service to the Contractor, in or about the construction of the Work, and the portion of the Work which will be done by each subcontractor, are listed below. Any item of work in excess of one-half of one percent of the total bid for which there is not a designated subcontractor will be performed by the forces of the prime contractor. Name and Address Twe of Work Amount of Subcontract 14.094 L-i5' 4erD ~~(ZIPIPJ61 I P I tj I i ~_"M e if ~ rod ~ ~ rJc~~ ~ 1Q ~ r7 C? We, I_gmJOV,.o C4 !2+677:2- 3-8 EXHIBIT D OFF-SITE STREET IMPROVEMENTS TIBURON POLICE STATION NONCOLLUSION AFFIDAVIT TO BE EXECUTED BY BIDDER AND SUBMITTED WITH PROPOSAL State of California ) ss. County of Marin ) Eva R. Ghi lotti , being first duly sworn, deposes and says that he or she is President/CEO of Ghilotti Bros Constr, Inthe party making the foregoing bid that the bid is not made in the interest of, or on behalf of, any undisclosed person, partnership, company, association, organization. or corporation; that the bid is genuine and not collusive or sham; that the bidder has not directly or indirectly induced or solicited any other bidder to put in a false or sham bid, and has not directly or in directly colluded, conspired, connived, or agreed with any bidder or anyone else to put in a sham bid, or that anyone shall refrain from bidding; that the bidder has not in any manner, directly or indirectly, sought by agreement, communication or conference with anyone to fix the bid price of the bidder or any other bidder, or to fix any overhead, profit, or cost element of the bid price, or of that of any other bidder, or to secure any advantage against the public body awarding the contract of anyone interested in the proposed contract; that all statements contained in the bid are true; and, further, that the bidder has not, directly or indirectly, submitted his or her bid price or any breakdown thereof, or the contents thereof, or divulged information or data relative thereto, or paid, and will not pay, any fee to any corporation, partnership, company association, organization, bid depository, or to any member agent thereof to effectuate a collusive or sham bid. Executed by bidder this 12th day of November , 1998 a Bidder Eva R. Ghilotti By. Its President/CEO, Ghilotti Brothers Construction, Subscribed and sworn to before me Aline Johnson , Notary Public this 12th day of November , 199 8 ALINE JOHNSON Commission #1074631 zNotary Public - California Z ' Morin County My Comm. Expires Oct 15.1Q99 polo"" - I t WIT S my hand and off cial seal. SIGNATURE OTARY 3-9 Incorporated D CotMACTORS "Since 1914" General Engineering Contractors - Excavating, Paving, Grading 525 JACOBY STREET - SAN RAFAEL, CALIF. 94901 - TELEPHONE 454-7011 STATE CONTRACTORS LICENSE #644516 RECEIVED FEB .-1 1999 January 29, 1999 Diane Crane, Town Clerk Town of Tiburon 1505 Tiburon Blvd. Tiburon, CA 94920 TOWN MANAGERS OFFICE TOWN OF TIBURON Job No. 98342 Off Street Improvements - Tiburon Police Station Dear Ms. Crane: I am returning the executed Town-Contractor Agreement for the Off-Street Improvements - Tiburon Police Station Project. Additionally, insurance certificates, payment and performance bonds are also enclosed. If you have any questions, please feel free to call (415) 454-7011, ext. 325. Best regards, d 4 Heather Glenn Contract Administration ORIGINAL EXHIBITE BOND NO. 005SBI0310978OBCM PREMIUM: $737.00 CONTRACTOR'S PERFORMANCE BOND KNOW ALL MEN BY THESE PRESENTS: That GHILOTTI BROTHERS CONSTRUCTION, INC. as Principal, and TRAVELERS CASUALTY AND SURETY COMPANY nF AMERICA incorporated under the laws of the State of CONNECTICUT and authorized to execute bonds and undertakings as sole Surety, are held and firmly bound unto the Town of Tiburon, a municipal corporation ("Town"), in the sum of o NF, HUNDRED TWENTY FOUR THOUSAND EIGHT HUNDRED THIRTY AND NO 110 0 THS -=--(DOLLARS) ($124,830, 00); for the payment thereof, well and truly to be made, said Principal and Surety bind themselves, their administrators, successors and assigns, jointly and severally, firmly by these presents. The condition of the foregoing obligation is such that: WHEREAS, the above bounden Principal is about to enter into a certain contract with the Town : OFF-SITE STREET IMPROVEMENTS TIBURON POLICE STATION the award of which said contract was made to said contractor by the Town Council of the Town of Tiburon on NOVEMBER 16th. 1998 , as will more fully appear by reference to the minutes of said Council of the Town of said date. NOW, THEREFORE, if the Principal shall well, truly and faithfully perform its duties, all the undertakings, covenants, terms, conditions, and agreements of said contract during the original term thereof, and any extensions thereof which may be granted by the Town, with or without notice to the Surety, and if he shall satisfy all claims and demands incurred under such contract, and shall fully indemnify and save harmless the Town from all costs and damages which it may suffer by reason of failure to do so, and shall reimburse and repay the Town all outlay and expense which the Town may incur in making good any default, then this obligation shall become null and void; otherwise it shall be and remain in full force and effect. PROVIDED, FURTHER, that the said Surety, for value received, hereby stipulates and agrees that no change, extension of time, forbearance or waiver, prepayment or delay in payment, alteration or addition to the terms of the contract or to the work to be performed thereunder or the specifications accompanying the same shall in no wise affect its obligation on this bond, and it does hereby waive notice of any such change, extension of time, forbearance or waiver, prepayment or delay in payment, alteration or addition to the terms of the contract or to the work or to the specifications. Said Surety hereby expressly acknowledges and agrees to be bound by the terms and conditions contained in the contract documents and any amendments and/or modifications thereto, and said contract documents, and modifications are hereby incorporated in this performance bond as though fully set forth herein. 3-10 IN WITNESS WHEREOF, this instrument is executed this 26th day of JANUp,Ry , 1929 PRINCIPAL (Type Company Name) GHILOTTI BROTHERS CONSTRUCTION, INC. By: 1~1 ~6 EVA R. GHILOTTI PRESIDENTIC ED Title By: N/A Title SURETY (Type Company Name) TRAVELERS CASUALTY AND SURETY By: l'i h KELLY HOLTZMANN ATTORNEY-IN-FACT Title By: N/A Title COMPANY OF AMERICA Address: 225 LENNON LANE, SUITE 200 WALNUT CREEK, CA. 94598 (Affix Corporate Seals) (Attach Acknowledgments of both Principal and Surety signatures.) Approved by the Town A rn own of Tiburon on day of 191;~. By: 3-11 CALIFORNIA ALL-PURPOSE ACKNO WLEDGEMENT State of CALIFORNIA County of SONOMA On 119.99 before me, BONNIE K. FRYMIRE,. NOTARY PUBLIC OATS NALW- TITLE OF OFFICER - E.G.. JANE DOE. NOTARY PUBLIC personally appeared. E V A R . G H I L O T T I PRESIDENT / C E O NA1AE(S) OF SIGNER(S) ® personally known to me.- OR - ❑ proved to me on the basis of satisfactory evidence to be the person(M whose name(X.) is ,k subscribed to the within instrument and acknowledged to me that hhkhe)tUy executed the same in hkX}ZerXD (authorized capacity, and that by ft-'lher/th signature(g) on the instrument the person(s) OFFICIAL SEAL - 1054415 ' or the entity upon behalf of which ? BONNIE K. Fk'- '0`t . O the U NOTARY PUBLIC - CALIF. X person(4 acted, executed the instrument. Z - COUNlYOF SONOMA L My Comm. Exp. Apr. 28, 1999 WITNESS my hand and official seal SICNATURE OF NOTARY OPTIONAL Though the data below is not required by law, it may prove valuable to persons relying on the document and prevent fraudulent reattachment of this form. CAPACITY CLAIMED BY SIGNER ❑ INDIVIDUAL M CORPORATE PRESIDENT/CEO TITLE(s) ❑ PARTNER(S) ❑ LIMITED ❑ GENERAL ❑ ATTORNEY-IN-FACT ❑ TRUSTEE(S) ❑ GUARDIAN/CONSERVATOR ❑ OTHER: SIGNER IS REPRESENTING: NAME OF PERSON(S) OR ENnTOE3)Y GHILOTTI BROTHERS CONSTRUCTION, ING-. DESCRIPTION OF ATTACHED DOCUMENT TITLE OR TYPE OF DOCUMENT NUMBER OF PAGES DATE OF DOCUMENT N/S SIGNER(S) OTHER THAN NAMED ABOVE CAL POPMA ALL-PURPOSE ACKNO R'I1FDG y State of CALIFORNIA County of On _ 1-26-99 DATE - personally appeared SONOMA before me, BONNIE K. FRYMI RE NOTARY PUBLIC NAME, TITLE OF OFFICER - E.G.. JANE DOE, NOTARY PUBLIC KELLY HOLTEMANN - NAAAE(S) OF SIGNER(S) ® personally known to me - OR - ❑ proved to me on the basis of satisfactory evidence to be the personal whose n.ameW is/am subscribed to the within instrument and acknowledged to me that Wshe/ executed the same in h6aCherr authorized capacit(f fly, and that by >his/her/thair OFFICIAL SEAL _ 1056415 signature( on the instrument the personal BONNIE MIRE K. FRY n BLIC . CALIF or the entity upon behalf of which the .NOTARY PU cOUNnr of SONOMA person" acted, executed the instrument Z My Comm. Exp. Apr. 2e, 1999 WITNESS my hand and official seal SIGNATURE OF OPTIONAL Though the data below is not required by law, it may prove valuable to persons relying on the document and prevent fraudulent reattachment of this form. CAPACITY CLAIMED BY SIGNER ❑ INDIVIDUAL ❑ CORPORATE TITLE(S) ❑ PARTNER(S) ❑ LIMITED ❑ GENERAL ATTORNEY-IN-FACT ❑ TRUSTEE(S) ❑ GUARDIAN/CONSERVATOR ❑ OTHER: SIGNER IS REPRESENTING: NAME OF PERSON(S) OR ENTMES)Y -TRAVELERS CASUALTY AND SURETY COMPANY OF AMERICA DESCRIPTION OF ATTACHED DOCUMENT PERFORMANCE BOND TITLE OR TYPE OF DOCUMENT TWO NUMBER OF PAGES JANUARY 26th, 1999 DATE OF DOCUMENT N/S SIGNER(S) OTHER THAN NAMED ABOVE ORIGINAL BOND NO. 005SB103109780BCM PREMIUM: INCLUDED EXHIBIT F LABOR AND MATERIAL PAYMENT BOND KNOW ALL MEN BY THESE PRESENTS: WHEREAS, THE TOWN OF TIBURON, a municipal corporation, is about to enter into a certain contract with GHILOTTI BROTHERS CONSTRUCTION, INC. namely, for the work hereinafter briefly described as follows: OFF- SITE STREET IMPROVEMENTS - TIBURON POLICE STATION and more fully described in and required by said contract, the award of which said contract was made to said Principal by the Town Council of the Town of Tiburon on NOVEMBER 16th , 1998 , as will more fully appear by reference to the minutes of said Town Council of said date. WHEREAS, said Principal is required by Chapter 5 (commencing at Section 3225) and Chapter 7 (commencing at Section 3247), Title 15, Part 4, Division 3 of the California Civil Code to furnish a bond in connection with said contract. NOW, THEREFORE, we, the Principal and TRAVELERS CASUALTY AND SURETY COMPANY OF AMERICA incorporated under the laws of the State of CONNECTICUT And authorized to execute bonds and undertakings as sole surety, as Surety, are held and firmly bound unto the Town in the penal sum of ONE HUNDRED TWENTY FOUR THOUSAND EIGHT HUNDRED THIRTY DOLLARS AND NO / 100THS---------------------------- DOLLARS lawful money of the United States of America for the payment of which sum well and truly to be made, we bind ourselves, our heirs, executors, administrators, successors and assigns, jointly and severally, firmly by these presents. THE CONDITION OF THIS OBLIGATION IS SUCH that if said Principal, its subcontractors, heirs, executors, administrators, successors, or assigns, shall fail to pay any of the persons named in Section 3181 of the California Civil Code, or amounts due under the Unemployment Insurance Code with respect to any work or labor performed or materials supplied by any such claimant, which said work, labor or materials are covered by the said contract and any amendments, changes, change orders, additions, alterations, or modifications thereof, or for any amounts required to be deducted, withheld, and paid over to the Employment Development Department from the wages of employees of the contractor and his subcontractors, pursuant to Section 18806 of the Revenue and Taxation Code, with respect to such work and labor, the Surety will pay for the same, in an amount not exceeding the sum hereinabove specified. .(hereinafter designated as the "Principal"), 3-12 ~ ~ t 4 1 This bond shall inure to the benefit of any of the persons named in Section 3181 of the California Civil Code, so as to give a right of action to such persons or their assigns in any suit brought upon this bond. It is further stipulated and agreed that the Surety on this bond shall not be exonerated or released from the obligation of this bond by any change, extension of time for performance, addition, alteration or modification in, to, or of any contract, plans, specifications, or agreement pertaining or relating to any scheme or work of improvement hereinabove described or pertaining or relating to the furnishing of labor, materials, or equipment therefore, nor by any change or modification of any terms of payment or extension of the time for any payment pertaining or relating to any scheme or work of improvement hereinabove described, nor by any rescission or attempted rescission of the contract, agreement or bond, nor by any conditions precedent or subsequent in the bond attempting to limit the right of recovery of claimants otherwise entitled to recover under any such contract or agreement or under the bond, nor by any fraud practiced by any person other than the claimant seeking to recover on the bond and that this bond be construed most strongly against the Surety and in favor of all persons for whose benefit such bond is given, and under no circumstances shall Surety be released from liability to those for whose benefit such bond has been given, by reason of any breach of contract between Town and original contractor or on the part of any obligee named in such bond, but the sole conditions of recovery shall be that claimant is a person described in Section 3110 or 3112 of the California Civil Code, and has not been paid the full amount of his claim and that Surety does hereby waive notice of any such change, extension of time, addition, alteration, modification, rescission or attempted rescission, herein mentioned. It is further stipulated and agreed that no final settlement between the Town and the Contractor with reference to the work, shall abridge the right of any beneficiary hereunder whose claims may be unsatisfied. This bond is executed and delivered to comply with requirements of the Town of Tiburon, and to comply with the provisions of Title 15, Chapters 5 and 7 of Part 4, Division 3 of the Civil Code of the State of California. SIGNED AND SEALED this261L day of JAN-1W , 19-. PRINCIPAL (Type Company Name) GHILOTTI S ON CST ON INC. By: EVA R. GHILOTTI PRESIDENT/CEO Title ATTORNEY-IN-FACT Title By: N/A Title 225 LENNON LANE, SUITE 200, WALNUT CREEK, CA. 94598 Address (Affix Corporate Seals) (Attach Acknowledgments of both Principal and Surety signatures) Approved by the Town Attorney of the Town of Tiburon on the day of , 19 By: SURETY (Type Company Name) TRAVELER CASUALTY AND SURETY COMPANY OF AMERIC By: KELLY HO 3-13 CALIFORNIA ALL-PURPOSE ACKNO W EDG State of CALIFORNIA County of SONOMA On 1'29'99 before me, BONNIE K. FRYMIRE NOTARY PUBLIC DATE FAME. TITLE OF OFFICER - E.G.. JANE DOE. NOTARY pUBUC personally appeared E V A R . G H I L O T T I PRESIDENT/CEO NAM(S) OF SIGNER(S) ® personally known to me - OR - ❑ proved to me on the basis of satisfactory evidence to be the person(M whose name(X.) is M subscribed to the within instrument and acknowledged to me that YWshe)ffik~ executed the same in hiW(hierXtl) authorized - capacity))y, and that by *A§(her/th OFFICIAL SEAL ; - ~ r.,~: ~a ~ 5 on the signature(g) instrument the person(~ ~ = BONNIE I'S Pl`, RE Z Z NOTARY Pua~;~ _Gt,~IF. n or the entity upon behalf of which the COUNTY OF SONOMA a person(4 acted, executed the instrument. My Comm. Exp. Apr. 28, 19W my hand and official seal. SIGNATURE OF NOTAR -OPTIONAL Though the data below is not required by law, it may prove valuable to persons relying on the document and prevent fraudulent reattachment of this form. CAPACITY CLAIMED BY SIGNER ❑ INDIVIDUAL ® CORPORATE PRESIDENT/CEO nTtE(S) ❑ PARTNER(S) ❑ LIMITED ❑ GENERAL ❑ ATTORNEY-IN-FACT ❑ TRUSTEE(S) ❑ GUARD IAN/CONS ERVATOR ❑ OTHER: SIGNER IS REPRESENTING: NA1.lE OF PERSON(S) OR ENnTOES)Y GHILOTTI BROTHERS CONSTRUCTION, INC-. DESCRIPTION OF ATTACHED DOCUMENT TITLE OR TYPE OF DOCUMENT NUMBER OF PAGES DATE OF DOCUMENT N/S SIGNER(S) OTHER THAN NAMED ABOVE CALIFORNIA ALL-PURPOSE ACKNO WLEDG State of CALIFORNIA County of On 1-26-99 - DATE personally appeared SONOMA before me, BONNIE K. FRYMIRE, NOTARY PUBLIC NAME. TITLE OF OFFICER - E.G.. JME DOE. NOTARY PUBLIC KELLY HOLTEMANN NALIE(S) OF SIGNER(S) ® personally known to me - OR - ❑ proved to me on the basis of satisfactory evidence to be the personal whose n.ameW is/ am subscribed to the within instrument and acknowledged to me that Wshe/ executed the same in hiaffierhtkair authorized capacit(iy, and that by hois/her/thein OFFICIAL SEAL - I056e15 signature( on the instrument the personal BONNIE K. FRYMIRE k a NOTARY PUBLIC - CALIF. or the entity upon behalf of which the SONOMA Z MyCOODUN pf person(4 acted, executed the instrument , E- AV. 28,1999 • WITNESS my hand and official seal- SIGNATURE N ARY OPTIONAL Though the data below is not required by law, it may prove valuable to persons relying on the document and prevent fraudulent reattachment of this form. CAPACITY CLAIMED BY SIGNER ❑ INDIVIDUAL ❑ CORPORATE DESCRIPTION OF ATTACHED DOCUMENT PAYMENT BOND (LABOR AND MATERIALS BOND) TITLE(S) ❑ PARTNER(S) ❑ LIMITED ❑ GENERAL ATTORNEY-IN-FACT ❑ TRUSTEE(S) ❑ GUARDIAN/CONSERVATOR ❑ OTHER: SIGNER IS REPRESENTING: NAME OF PERSON(S) OR ENTIT(IESnf TRAVELERS CASUALTY AND SURETY COMPANY OF AMERICA TITLE OR TYPE OF DOCUMENT TWO NUMBER OF PAGES JANUARY 26th, 1999 DATE OF DOCUMENT N/S SIGNER(S) OTHER THAN NAMED ABOVE TRAVELERS CASUALTY i RETY COMPANY OF AMERICA Hartford, Connecticut 06183-9062 POWER OF ATTORNEY AND CERTIFICATE OF AUTHORITY OF ATTORNEY(S)-IN-FACT KNOW ALL MEN BY UESE PRESENTS, THAT TRAVELERS CASUALTY AND SURETY COMPANY OF AMERICA, a corporation duly organised under the laws of the State of Connecticut, and having its principal office in the City of Hartford, County of Hartford, State of Connecticut, hath made, constituted and appointed, and does by these presents make, constitute and appoint Lawrence J. Coyne, Goran G. E. Ryn, Kelly Holtemann, Bonnie K. Frymire or Thomas Hughes of, Petaluma, CA,its true and lawful Attomey(s)-in-Fact, with full power and authority hereby conferred to sign, execute and acknowledge, at any place within the United States, or, if the following line be filled in, within the area there designated , the following instrument(s): by his/her sole signature and act, any and all bonds, recognizances, contracts of indemnity, and other writings obligatory in the nature of a bond, recognizance, or conditional undertaking and any and all consents incident thereto and to bind TRAVELERS CASUALTY AND SURETY COMPANY OF AMERICA, thereby as fully and to the same extent as if the same were signed by the duly authorized officers of TRAVELERS CASUALTY AND SURETY COMPANY OF AMERICA, and all the- acts of said Attorney(s)-in-Fact, pursuant to the authority herein given, are hereby ratified and confirmed. This appointment is made under and by authority of the following Standing Resolutions of said Company, which Resolutions are now in full force and effect: VOTED: That each of the following officers: Chairman, Vice Chairman, President, Any Executive Vice President, An Group Executive, Any Senior Vice President, Any Vice President, Any Assistant Vice President, Any Secretary, Any Assistant Secretary, may from time to time appoint Resident Vice Presidents, Resident Assistant Secretaries, Attomeys-in- Fact, and Agents to act for and on behalf of the Company and may give any such appointee such authority as his certificate of authority may prescribe to sign with the Company's name and seal with the Company's seal bonds, recognizances, contracts of indemnity, and other writings obligatory in the nature of a bond, recognizance, or conditional undertaking, and any of said officers or the Board of Directors may at any time remove any such appointee and revoke the power and authority given him or her. VOTED: That any bond, recognizance, contract of Indemnity, or writing obligatory In the nature of a bond, recognizance, or conditional undertaking shall be valid and binding upon the Company when (a) signed by the Chairman, the Vice Chairman, the President, an Executive Vice President, a Group Executive, a Senior Vice President, a Vice President, an Assistant Vice President or by a Resident Vice President, pursuant to the power prescribed in the certificate of authority of such Resident Vice President, and duly attested and sealed with the Company's seal by a Secretary or Assistant Secretary or by a Resident Assistant Secretary, pursuant to the power prescribed In the certificate of authority of such Resident Assistant Secretary; or (b) duly executed (under seal, if required) by one or more Attomeys-in-Fact pursuant to the power prescribed in his or their certificate or certificates of authority. This Power of Attorney and Certificate of Authority Is signed and sealed by facsimile under and by authority of the following Standing Resolution voted by the Board of . Directors of TRAVELERS CASUALTY AND SURETY COMPANY OF AMERICA, which Resolution is now in full force and effect: VOTED: That the signature of each of the following officers: Chairman, Vice Chairman, President, Any Executive Vice President, Any Group Executive, Any Senior Vice President, Any Vice President, Any Assistant Vice President, Any Secretary, Any Assistant Secretary, and the seal of the Company may be affixed by facsimile to any power of attorney or to any certificate relating thereto appointing Resident Vice Presidents, Resident Assistant Secretaries or Attomeys-in-Fact for purposes only of executing and attesting bonds and undertakings and other writings obligatory in the nature thereof, and any such power of attorney or certificate bearing such facsimile signature or facsimile seal shall be valid and binding upon the Company and any.such power so executed and certified by such facsimile signature and facsimile seal shall be valid and binding upon the Company in the future with respect to any bond or undertaking to which it is attached. (over) IN WITNESS WHEREOF, TRAVELERS CASUALTY AND SURETY COMPANY OF AMERICA has caused this instrumen to be signed by its Vice President, and its corporate seal to be hereto affixed this 1st day of July, 1997. STATE OF CONNECTICUT 00 SOAP . ! }ss. Hartford HAMFOM CONK COUNTY OF HARTFORD I TRAVELERS CASUALTY AND SURETY COMPANY OF AMERICA By 00000 George W. Thompson. Vice President On this 1st day'of July, 1997, before me personally came GEORGE W. THOMPSON to me known, who, swom, did depose and say: that he/she is Vice President of TRAVELERS CASUALTY AND SURETY being by me duly COMPANY OF AMERICA, the corporation described in and which executed the above instrument; that he/she knows the seal of said corporation; that the seal affixed to the said instrument is such corporate seal; and that he/she executed the said instrument on behalf of the corporation by authority of his/her office under the Standing Resolutions thereof. TAR CERTIFICATE MuLe.-b e tlnxaw-'~- MY commission expires June 30, 2001 Notary Public Marie C. Tetreauit I, the undersigned, Assistant Secretary of TRAVELERS CASUALTY AND SURETY COMPANY OF AMERICA a stock corporation of the State of Connecticut, DO HEREBY CERTIFY that the foregoing and attached Power of Attome and Certificate of Authority remains in full force and has not been revoked; and furthermore, that the Standing Resolutions of the Board of Directors, as set forth in the Certificate of Authority, are now in force. Signed and Sealed at the Home Office of the Company, in the City of Hartford, State of Connecticut. Dated this 26th day of JANUARY 119 99. sun N By: WWWfff r'`s ••I Rose Gonsoulin Assistant Secretary S-2435 (7-95) A (PRODUCER :ioltemann, Ord & Smith P. 0. Box 4409 Petaluma CA 94955-4409 INSURED hilotti Brothers 14 onstruction, Inc. 25 Jacoby Street an Rafael, CA 94901 ISSUE DATE M D O1 /25/99 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. COMPANIES AFFORDING COVERAGE COMPANY A Steadfast Ins. Co. (Tri-City ) LETTER COMPANY B Fireman's Fund Insurance LETTER COMPANY C 'LC Insurance Company LETTER COMPANY D AIU Ins. Co. (Tri-City) LETTER COMPANY E LETTER THIS IS TO CERTIFY THAT 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 EXCLUSIONS AND-CONDITIONS OF SUCH POLICIES. LIIMITSRSHOWN MAY HAVE BEEN REDUCED BDESCRIBE ILAIIMSEIN IS SUBJECT TO ALL THE TERMS, O TR TYPE OF INSURANCE POLICY NUMBER POLICY EFFECTIVE DATE (MM/DD/YY) POLICY EXPIRATION DATE(MM/DD/YY) LIMITS GENERAL LIABILITY SC0838519103 10/01/98 10/01/99 GENERALAGGREGATE $ 2,000,000 ERCIALGENERAL LIABILI PRODUCTS- COMP/OPAGG. $ 1,000,00 LAIMS MADEaJOCCUR. PERSONAL &ADV. INJURY $ R'S & CONTRACTOR'S PROT. r EACH OCCURRENCE $ 1 0 0 0 O O Project Per FIRE DAMAGE(Anyone fire) $ ctC re ate ME D. EXP. (Any one person) $ AUTOMOBILE LIABILITY ANY AUTO MXA8 018 5 2 7 8 10/01/98 10/01/99 COMBINED SINGLE LIMIT $ 1 000 00 ALL OWNED AUTOS BODILY INJURY SCHEDULED AUTOS (Per person) $ HIRED AUTOS BODILY INJURY ED AUTOS NOWOWN (Per accident) $ 4 t ABILITY GARAGE PROPERTY DAMAGE L EXC ESS LIABILITY BE3574582 10/01/98 10/01/99 EACH OCCURRENCE $ 5 000, 00 UMBRELLA FORM AGGREGATE $ 5:,.:0:0:0:,•:0:0 OTHER THAN UMBRELLA FORM . WBN64308A 10/01/98 10/01/99 STATUTORY LIMITS ' ' WORKER'S COMPENSATION EACH ACCIDENT $ 1,000,00 AND DISEASE-POLICY LIMIT $ 11000,000 EMPLOYERS' LIABILITY DISEASE-EACH EMPLOYEE $ 1 000#,000 OTHEgersonal Injury & Advertising Injury Included in General Aggregate DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES/SPECIAL ITEMS job #98342, off-Site Street Improvements - Tiburon Police iaver of Subrogation applies to GL/WC. Add'l Insrds named per GL/Auto Endts. ancellation: Except for ten day notice for non- a ent of premium. SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, THE ISSUING COMPANY WILL EX9MXNX% Town of Tiburon MAIL_ DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE -10 Town Manager LEFT, XX~XXX-XX 1505 Tiburon Blvd. XxXX ~LX€X4XX4H Tiburon CA 9 4 9 2 0 AUTHORIZED REPR ENTATIVE Non-Premium Endorsement Issued by © Steadfast Insurance Company Date Prepared 1/25/99 Policy No. Named Insured SCO 8385191-03 Ghilotti Brothers Construction, Inc. Producer Producer No. - OPC Glendale Specialty Risks Insurance Services, Inc. 75409 inception (Month-Day-Year) Expiration (Month-Day Yea{) Effective Date of Endorsement Policy Period: 10/1/98 10/1/99 10%1/98 it Is agreed that this policy is hereby amended as indicated. Ali other terms and condi ions of this policy remain unchanged. ADDITIONAL INSURED ENDORSEMEN! It is agreed that the Persons Insured (Section 11), is amended to include the entities named below as addtional insured under this policy, but only as respects liability arising out of work performed by or for the named insured on behalf of the addtional insured. It is further agreed that naming the below individual(s) as an insured does not serve to increase the Company's Limits of Liability as specified in the Declarations of this policy. Name of Additional Insured; All entities and/or persons for whom the named insured, under written contract, has agreed to provide coverage as additional insured. Additional Insured: Tbm of Tiburon, its officials, employees, agents and contractors and Tovm' s Design Encrineer rob' #98342, Off-Site Street Improvements, Tiburon Police Department The insurance afforded applies separately to each named insured against whom claim is made or suit is brought, except with respect to the limits of the company's liability. All other terms and conditions remain unchanged. Steadfast Insurance Company STF223MF (ST) 11 /B1 STF032B Non-Premium Endorsement Issued by 0 Steadfast Insurance Company Date Prepared 1/25/99 Policy No. Named Insured SCO 8385191- 03 Ghilotti Brothers Construction Company, Inc. Producer Producer No. - OPC Glendale Specialty Risks Insurance Services, Inc. 75409 Inception (Month-Day-Year) E pir4on (Monrii-Day Year) Effective Date of Endorsement PoScyPeriod: 10/1/98 10/1/99 10/1/98 It Is agreed that this policy is hereby amended as Indicated. Aft other terms and conditions of this policy remain unchanged. PRIMARY / NON-CONTRIBUTOR=,,URANCE ENDORSEMENT In consideration of the payment of the premium, it is hereby understood and agreed that Section 5, Other Insurance of Provision N, Conditions, is deleted in its entirety and replaced by the following: 5. Other Insurance: When both this insurance and other insurance apply to a loss on the same basis, whether the other insurance is stated as primary, excess or contingent, the company shall not liable under this policy for a greater proportion of the loss than that stated in the applicable contribution provision below: (a) Contribution by Equal Shares. If all of such other valid and collectible insurance provides for contribution by equal shares, the company shall not be liable for a greater proportion of such share until the share of each insurer equals the lowest applicable limit of liability under any one policy of the full amount of the loss is paid, and with respect to any amount of loss not so paid the remaining insurers then continue to contribute equal shares of the remaining amount of the loss until each such insurer has paid its limit in full or the full amoutn of the loss is paid (b) Contribution by Limits. If any of such other insurance does not provide for contribution by equal shares, the company shall not be liable for a greater proportion of such loss than the applicable limit of liability under this policy for such loss bears to the total applicable limit of liability of all valid and collectible insurance against such loss. Notwithstanding the foregoing, the company agrees that such insurance as is afforded by this policy for the benefit of certificate holders included as persons insured shall be primary and non-contributing insurance, but only as respects a claim, loss or liability arising out of insured operations or work on behalf of the named insured performed under a written contract between the named insured and certificate holder that requires the named insured to maintain such primary and non-contributory insurance and to include the certificate holder as a person insured thereunder. All other terms and conditions remain unchanged STF223001= (ST) 11181 Steadfast Insurance Company ADDITIONAL INSURED ENDORSEMENT - COMMERCIAL AUTOMOBILE The person or organization shown in the schedule above is an additional. insured under this policy but only to the extent that the person or organization is liable for the conduct of an "insured" as- defined in endorsement CA 70 07 01 87, subparagraphs a. and b. of Section Its paragraph A.I. WHO IS AN INSURED AMENDED of the policy. However, if you have. hired or borrowed a'covered "auto" from that person or organization, they are an additional insured only if the hired or borrowed covered "auto" is a "trailer" connected to a covered "auto" you own. NAME OF PERSON OR ORGANIZATION T x.vn of Tiburon, its officials, emloyees, agents and contractors and Town's Design Engineer Job #98342, Off-Site Street Isrprovements - Tiburon Police Denartr.e t INSURED POUCT NVMOER Ghilotti Brothers Construction, Inc. YIXA80185278 PRODUCER EFFECTIVE OAT[ Holtemann, Ord & Smith, Inc. 1/25/99 ONE OF THE FIREMAN'S FUND INSURANCE COMPANIES A4 AS NAMED IN THE POLICY rRES1ocNT ~o-x ITUR 180009--6.65 SETS SECTION 5 GENERAL CONDITIONS TABLE OF CONTENTS ARTICLEI ................................................................1 DEFINITIONS .......................................................1 ARTICLE II ...............................................................2 EXECUTION, CORRELATION AND INTENT OF DOCUMENTS 2 ARTICLE III ..............................................................3 ADMINISTRATION OF THE CON'T'RACT 3 ARTICLE IV ..............................................................4 SHOP DRAWINGS 4 ARTICLE V ...............................................................5 MATERIALS, WORKMANSHIP, SAMPLES AND TESTS 5 ARTICLE VI ..............................................................5 ROYALTIES AND PATENTS 5 ARTICLE VII ..............................................................5 PERMITS, LAWS AND REGULATIONS 5 ARTICLE VIII .............................................................6 PROTECTION OF PERSONS, WORK AND PROPERTY 6 DUST CONTROL 6 POLLUTION CONTROL 7 INDEMNIFICATION ...........7 PUBLIC SAFETY AND TRAFFIC CONTROL 8 ARTICLE IX ................:............................................10 INSPECTION OF WORK 10 ARTICLE X ..............................................................10 SUPERINTENDENCE AND SUPERVISION 10 ARTICLE XI .............................................................11 CHANGE ORDERS 11 ARTICLE XII .............................................................13 TIME ..............................................................13 DEFINITIONS ................................................13 PROGRESS AND COMPLETION 13 ARTICLE XIII ............................................................13 CONSTRUCTION SCHEDULE 13 ARTICLE XIV ............................................................13 INSURANCE .......................................................13 ARTICLE XV ...........18 BONDS ............................................................18 ARTICLE XVI ......18 PREVAILING WAGES ...............................................18 EMPLOYMENT OF APPRENTICES 19 TRAVEL AND SUBSISTENCE 19 PAYROLL RECORDS 19 ARTICLE XVII ........................._....19 PAYMENTS AND COMPLETION 19 CONTRACT SUM 19 SCHEDULE OF VALUES 20 APPLICATIONS FOR PAYMENT 20 CERTIFICATES FOR PAYMENT 21 PAYMENTS WITHHELD 21 TIME OF PAYMENT 22 SUBSTANTIAL COMPLETION 22 FINAL COMPLETION AND FINAL PAYMENT 22 DELAYS .....................................................23 ARTICLE XVIII ............................................................24 CORRECTION OF WORK BEFORE FINAL PAYMENT 24 ARTICLE XIX ............................................24 CORRECTION OF WORK AFTER FINAL PAYMENT 24 ARTICLE XX .............................................................24 TOWN'S RIGHT TO DO WORK 24 ARTICLE XXI ............................................................24 TOWN'S RIGHT TO STOP THE WORK 24 ARTICLE)= ...........................................................25 TOWN'S RIGHTS AND DUTIES 25 ARTICLE XXGII ...........................................................25 TOWN'S RIGHT TO TERMINATE CONTRACT 25 ARTICLE XXIV ........................:..................................25 CONTRACTOR'S RIGHT TO STOP WORK AND TERMINATE CONTRACT 25 ARTICLE XXV ...........................................................26 ASSIGNMENT ......................................................26 ARTICLE X VI ...........................................................26 SUBCONTRACTS ...................................................26 ARTICLE XXVII ..........................................................26 SEPARATE CONTRACTS 26 ARTICLE XXVIII .........................................................26 ATTORNEYS' FEES 26 ARTICLE XXIX ...........................................................26 SUBCONTRACTORS ................................................26 AWARDS OF SUBCONTRACTS AND OTHER CONTRACTS FOR - PORTIONS OF THE WORK 26 SUBCONTRACTUAL RELATIONS 27 ARTICLE XXX ...........................................................28 CUTTING AND PATCHING 28 ARTICLE XXG ...........................................................28 CLEANING UP ......................................................28 ARTICLE XXXI ..........................................................28 UNDERGROUND OBSTRUCTIONS 28 ARTICLE XXXIII ..........................................................28 AGREEMENT TO ASSIGN ANTITRUST CLAIMS 28 ARTICLE XXXIV .........................................................29 RESOLUTION OF CLAIMS & DISPUTES 29 MEDIATION .......................................................30 ARBITRATION .....................................................30 Town of Tiburon State of California SECTION 5 GENERAL CONDITIONS ARTICLE I DEFINITIONS A. Contract Documents: Invitation for Bids, Instructions to Bidders, accepted bid proposal, bonds, Town-Contractor Agreement, General Conditions of the contract, any Special Conditions, drawings and specifications, including all modifications thereof and addenda thereto incorporated in the documents before their execution. B. Town: The Town of Tiburon, a municipal corporation of the State of California. For purposes of the indemnity and insurance provisions of this Agreement (in Articles VIII and XIV), "Town" shall also include the Town's officials, agents, employees and servants. C. Engineer: The Town Engineer or his authorized agent, acting within the scope of his authority who shall act as representative of the Town during the term of the contract. D. Design Engineer: The person or persons responsible for the design and plans for the Work. Unless otherwise indicated, the Design Engineer for the Work shall be Irving Schwartz Associates. E. Contractor: The prime contractor identified as such in the accepted bid proposal and the Town- Contractor Agreement. F. Subcontractors: Those persons or entities having a direct contract with the Contractor and including, without limitation, one who furnishes materials worked to a special design according to the plans of specifications of this project, but not including one who merely furnishes material not so worked. G. Inspector: The person or persons appointed by Town or Engineer for general liaison between Engineer and Contractor, for keeping of daily reports, job schedules, records of tests and approvals, general inspection of the work for quality, quantity, and compliance with drawings, plans, specifications and other Contract Documents. When an Inspector has not been appointed, then functions and duties of Inspector shall be discharged and performed by Engineer. H. The Work: The project or improvements that are the subject of and described in the Contract Documents. I. Written Notice: Such notice that has been delivered in writing in person to the individual or to a member of the firm or to an officer of the corporation for whom it is intended or if delivered at or sent by registered mail or certified mail to the last business address known to him who gives notice. J. Sureties: The surety company that issued the bonds required under Article XV of this Agreement. 5-1 ARTICLE II EXECUTION, CORRELATION AND INTENT OF DOCUMENTS A. Execution of the Tiburon-Contractor Agreement by the Contractor is a representation that the Contractor has visited the Site, reviewed the Contract Documents, become familiar with the local conditions under which the Work is to be performed, and has correlated personal observations with the requirements of the Contract Documents. B. The Contract Documents shall be signed in duplicate by Town and Contractor. In case either Town or Contractor or both fail to sign the General Conditions, Special Conditions, if any, drawings, specifications and plans, Engineer shall identify them. The Contract Documents are complementary, and what is called for by one shall be as binding as if called for by all. The intention of the documents is to include all labor, materials, equipment and transportation necessary for the proper execution of the work. Materials or work described in words which, so applied have a well-known technical or trade meaning, shall be held to refer to such recognized standards. C. Contractor shall execute the work pursuant to the Contract Documents and shall make no changes therefrom without written permission of Engineer. Where detailed information is lacking, Contractor shall refer matter to Engineer for information before proceeding with such work. D. The General Conditions apply with equal force to Contractor, subcontractors, work, extra work, and the like that may be specified herein or performed in or about the improvement or work under this contract. E. The misplacement, addition, or omission of any word, letter, number or punctuation mark will in no way change the "real, true spirit, intent or meaning" of the plans, specifications and drawings; any part of the work, or any article pertaining thereto which is not specifically set forth in the specifications or shown on the plans or drawings but which is obviously necessary for proper construction of the work, is to be supplied and set in place at the Contractor's expense the same as if shown on the plans, drawings and mentioned in the specifications. F. Should an error in consistency, omission or lack of coordination appear in the drawings, plans, specifications, work, or in work done by others affecting this project or improvement, the Contractor shall notify the Engineer at once, and the Engineer will issue instructions as to procedure. If the Contractor proceeds with the work so affected without instructions from the Engineer, he shall make good any resulting damage or defect. This includes typographical errors in the specifications and notational errors on the drawings or plans where doubtful of interpretation. G. The abbreviation or simplification of drawings or details does not constitute a reason for extra charges or the omission of work required. Structural details shall not be required to show architectural finishes or vice versa. Under no conditions shall customary abbreviations or simplification of details, plans or drawings be interpreted by the Contractor as errors or omissions. H. Where not specifically stated otherwise all work and material necessary for each unit or portion of construction, including special construction for any specific brand or shape of material called for, even though only briefly mentioned or indicated, shall be furnished and installed fully and completely as a part of the contract. List rules and regulations referred to are recognized printed standards and shall be considered as one and a part of these specifications within the limits specified. 5-2 J. The Engineer may furnish additional details to more fully explain the work and shall correct and approve shop drawings as required. Such details and approved shop drawings shall be considered a part of the Contract Documents. Any work done before receipt of such details, if not in accordance with the same, shall be removed, replaced or adjusted as directed by Engineer and without expense to the City. K. The Contractor shall comply with the obvious intent and meaning of these plans and specifications, which shall be construed to include all materials, measures and modes of work necessary to complete the Work in a workmanlike manner, in strict accordance with plans, specifications and drawings, and to the satisfaction of Town and Engineer. Should any question arise as to the intent and interpretation of the plans, drawings or specifications, Contractor shall refer the same in writing to Engineer, whose decision thereon shall be final. ARTICLE III ADMINISTRATION OF THE CONTRACT A. The Engineer will assist the Town with administration of the Contract as hereinafter described. The Engineer will be the Town's representative during construction and until final payment to all the Contractors is approved. The Engineer will advise and consult with the Town. All communications from the Contractor will be made directly to the Town. All instructions to the Contractor shall be forwarded through the Town. The Engineer will determine in general that the Work of the Contractor is being performed in accordance with the Contract Documents and will endeavor to guard the Town against defects and deficiencies in the Work of the Contractor. No act or omission of the Engineer will relieve Contractor of responsibility or liability for defects and deficiencies in the work. The Engineer will visit the Site at intervals appropriate to the stage of construction to become generally familiar with the progress and quality of the Work and to determine in general if the Work is proceeding in accordance with the Contract Documents. The Engineer and the Town shall at all times have access to the Work wherever it is in preparation and progress. The Contractor shall provide facilities and/or equipment for such access so that the Engineer and The Town may perform their functions under the Contract Documents. The Engineer will be the initial interpreter of the aesthetic and technical requirements of the Contract Documents. The Contractor may make written request to the Town for interpretations necessary for the proper execution or progress of the Work. The Town will refer such written requests to the Engineer, who will render such interpretations within a reasonable time after his receipt of the request. Where the Contractor has requested an interpretation from the Town, or been notified by the Town such interpretation has been requested, any Work done before receipt of such interpretations, if not in accordance with same, shall be removed and replaced or adjusted as directed by the Town without additional expense to the Town. All interpretations of the Engineer shall be consistent with the intent of and reasonably inferable from the Contract Documents and will be in writing or in graphic form. The Engineer will have authority to reject Work which does not conform to the Contract Documents, and to require special inspection or testing, but will take such action only after consultation with the Town. Whenever, in the Engineer's opinion, it is considered necessary or advisable for the implementation of the intent of the Contract Documents, the Engineer will have authority to require special inspection or testing of the Work in accordance with the Contract Documents after consultation with the Town, whether or not such Work be then fabricated, 5-3 installed or completed. However, the Engineer's authority to act under this Article, and any decision made by it in good faith either to exercise or not to exercise such authority shall not give rise to any duty or responsibility of the Engineer to the Contractor, any Subcontractor, any of their agents or employees, or any other person performing any of the Work. B. Except as provided elsewhere in the Contract Documents, the Engineer will not be responsible for or have control or charge of construction means, methods, techniques, sequences or procedures, or for safety precautions and programs in connection with the Work. Except as provided elsewhere in the Contract Documents, the Engineer will not be responsible for or have control or charge over the acts or omissions of the Contractor, Subcontractors, or any of their agents or employees, or any other persons performing any of the Work. The Contractor shall be responsible for the foregoing matters and with due diligence shall provide competent quality assurance and inspection of all phases of the Work prior to a formal request by the Contractor to have the Town review the Work for completion. C. The Contractor shall submit all Shop Drawings, Product Data and Samples to the Engineer for his review. The Engineer will review and take other appropriate action upon the Contractor's submittals such as Shop Drawings, Product Data and Samples within 10 working days from Engineer's receipt of the submission, with an additional 5 working days should sub-consultant review be required, but only for conformance with the design concept of the Work and the information given in the Contract Documents. The Town, with the assistance of the Engineer, will conduct inspections to determine the dates of Substantial Completion of the Work and Final Completion of the Work, and will receive all written warranties and related documents required by the Contract and assembled by the Contractor. The Town will issue a final Certificate for Payment upon compliance with the requirements of Article XVII. In case of the termination of the employment of the Engineer, the Town shall appoint a new Engineer whose status under the Contract Documents shall be that of the former Engineer. D. The Town Manager or his designee shall be authorized to act on behalf of the Town with respoect to the day-to-day administration of the Contract; change orders affecting the Contract Price by $10,000 (ten thousand dollars) or less or the Scheduled Completion Date by 14 (fourteen) calendars days or less; or any other actions that, in the judgement of the Manager must be taken promptly (i.e., before the Town Council could, as a practical matter, meet and resolve to take the action) in order to protect the interests of the Town. E. At any time during progress of the Work, the Town shall have authority to require the Contractor and any subcontractors to attend a job-site conference. Any notice of such conference shall be duly observed and complied with by the Contractor and Subcontractors. These conferences may be held every two weeks during construction, with additional intermediate meetings as necessary during the course of construction. ARTICLE IV SHOP DRAWINGS The Contractor shall submit two copies of all shop or setting drawings and schedules for the work of the various trades with such promptness as to cause no delay in his own work or that of any other contractor. The Contractor shall make any corrections required by the Engineer and file with Engineer one corrected copy and furnish such other copies as may be needed by Engineer or Town. The approval of the Engineer of such drawings or schedules shall not relieve 5-4 the Contractor from responsibility for deviations from drawings or specifications, nor shall it relieve him of responsibility for errors of any sort in shop drawings or schedules. ARTICLE V MATERIALS, WORKMANSHIP, SAMPLES AND TESTS A. Contractor warrants that materials shall be new and of quality equal to that specified. When not particularly specified, materials shall be the best of its class or kind. The Contractor shall, if required, submit satisfactory evidence as to the kind of and quality of material. B. Contractor warrants that all labor used in this contract shall be competent and skilled for the work, and that all work under this contract shall be done in the best, most thorough, substantial and workmanlike manner, free from defects and in conformance with the Contract Documents. C. The Contractor shall promptly remove from the premises all materials rejected by the Engineer or Inspector as failing to conform to the Contract Documents, whether incorporated in the work or not; and the Contractor shall promptly replace and re-execute his own work in accordance with the Contract and without expense to the Town, and shall bear the expense of making good all work of other contractors destroyed, impaired or damaged by such removal. D. Whenever any item or class of material is specified by trade name, manufacturer's name, or by catalog reference, such item or class of material "or its equal" shall be used. Substitution by Contractor of an item or class of material as an "or equal" to that specified must receive written approval of Engineer, and Contractor shall have a period of thirty days after award of contract to request approval of the substitution and to submit data substantiating a request for a substitution of "an equal" item or class of material. ARTICLE VI ROYALTIES AND PATENTS The Contractor shall pay all royalties and license fees. Contractor shall defend all suits or claims for infringement of any patent rights and shall save the Town harmless from loss on account thereof, except that the Town shall be responsible for all such loss when a particular process or the product of a particular manufacturer or manufacturers is specified; but if the Contractor has information that the process or article specified is an infringement of a patent, he shall be responsible for such loss unless he promptly gives information of the same to the Engineer. ARTICLE VII PERMITS, LAWS AND REGULATIONS A. Permits, taxes and licenses necessary for the prosecution of the Work shall be secured and paid for by Contractor. B. The Contractor shall give all notices and comply with all laws, ordinances, statutes, rules and regulations bearing on the conduct of the Work. If Contractor observes that the drawings and specifications are at variance therewith, he shall promptly notify the Engineer in writing, and any necessary changes shall be adjusted as provided in the contract for changes in the Work. If the Contractor performs any work contrary to such work laws, statutes, ordinances or rules and regulations, and without notice to the Engineer, he shall bear all costs arising therefrom. 5-5 C. Contractor shall secure certificates of inspection, use and occupancy that may be required by all authorities having jurisdiction over the Work or any portion thereof. D. The Contractor shall pay all fees for required work to be performed on site utilities and services. These fees shall be included in the Contract Sum. ARTICLE VIII PROTECTION OF PERSONS, WORK AND PROPERTY A. Contractor shall continuously maintain adequate protection of all the Work from damage, including, without limitation, vandalism or other abuse, and shall protect the Town's property from injury or loss arising out of or in connection with this contract. Contractor shall make good any such damage, injury or loss, except such as may be directly due to errors or omission in the Contract Documents, or such as caused by agents or employees of the Town, or such as due to causes beyond the Contractor's control and not by reason of his fault or negligence. Contractor shall adequately protect all adjacent property in the manner provided by law. The Contractor shall take all reasonable precautions for the safety of, and shall provide all reasonable protection to prevent damages, injury or loss to employees, the Work and all persons who may be affected thereby, and shall comply with all applicable provisions of federal, state and local safety laws and building codes to prevent accidents or injury to persons on, about, or adjacent to the Work. Contractor shall erect and properly maintain at all times, as required by the conditions and progress of the Work, all necessary safeguards for the protection of the workmen and the public, and shall post danger signs warning against the hazards created by such features of construction as protruding nails, hoists, holes, elevator hatchways, scaffolding, excavations, window openings, stairways, falling timbers, and the like, and shall designate a responsible member of his organization on the work whose duty shall be to prevent accidents. B. In an emergency affecting the safety of life or of the Work or of adjoining property, the Contractor without special instruction or authorization from the Town or Engineer is hereby permitted to act at his discretion to prevent such threatened loss or injury, and he shall so act, without appeal, if so authorized or instructed. Any compensation claim by Contractor on account of emergency work shall be certified only after approval of itemized costs and written justification for such work. C. Contractor shall provide and maintain guard lights at barricades, obstructions and streets, roads, sidewalks, trenches, holes, or ditches adjacent to public or private roadway or traffic thoroughfares. D. Contractor shall provide constant protection against storms, frost, heat, and the elements, so as to maintain work, materials, apparatus, and fixtures free from damage or injury. Contractor shall remove work damaged by weather and/or failure of Contractor to provide protection therefrom and shall replace the same with new work and materials without cost to Town. DUST CONTROL E. The Contractor shall provide as much water, dust palliative, or other authorized material, and the labor and devices necessary to spread such material, as the Town deems necessary to control dust. The Contractor shall provide any and all dust control required by the Town or any regional, state or federal governmental entity having jurisdiction over the Site or the Project. The payment for dust control shall be considered as included in other items of work and no additional compensation shall be made therefore, unless otherwise provided by the Contract Documents. Whenever the Contractor is negligent in providing adequate dust control, the Town shall order the Contractor to provide such adequate dust control, and if the Contractor does not comply 5-6 forthwith with such order, the Town shall have the authority to suspend the Work, wholly or in part, for such period as the Town may deem necessary until the Contractor provides adequate dust control to the satisfaction of the Town, or the Town may provide such dust control and charge the Contractor therefor by deducting the cost thereof from periodic payments to the Contractor as such costs are incurred by the Town. POLLUTION CONTROL The Contractor shall not, in connection with the Work, discharge any smoke, dust or other contaminants into the atmosphere or discharge any fluids or- materials into any lake, river, stream, or channel as will violate any federal, state or local laws or regulations of any legally constituted authority. The Contractor shall control accumulation of waste materials and rubbish and dispose waste materials and rubbish of site in at least weekly intervals. Burning of materials is not permitted. INDEMNIFICATION G. To the full extent permitted by law and excepting only the active negligence of Town, established by a court of competent jurisdiction or written agreement between the parties, Contractor shall defend, indemnify and hold harmless Town, its employees, agents and officials, from any liability, claims, suits, actions, arbitration proceedings, administrative proceedings, regulatory proceedings, losses, expenses or costs of any kind, whether actual, alleged or threatened, actual attorney fees incurred by Town, court costs, interest, defense costs including expert witness fees and any other costs or expenses of any kind whatsoever without restriction or limitation incurred in relation to, as a consequence of or arising out of or in any way attributable actually, allegedly or impliedly, in whole or in part to the performance of this Contract. All obligations under this provision are to be paid by Contractor as incurred by Town. Contractor acknowledges that Town would not enter into this agreement in the absence of this commitment from Contractor to indemnify and protect Town as set forth in this section. Without affecting the rights of Town under any provision of this Contract or this section, Contractor shall not be required to indemnify and hold harmless Town as set forth above for liability attributable to the active negligence of Town, provided such active negligence is determined by agreement between the parties or the findings of a court of competent jurisdiction. This exception will apply only in instances where the Town is shown to have been actively negligent and not in instances where Contractor is solely or partially at fault or in instances where Town's active negligence accounts for only a percentage of the liability involved. In those instances, the obligation of Contractor will be for that portion or percentage of liability not attributable to the active negligence of Town as determined by written agreement between the parties or the findings of a court of competent jurisdiction. The obligations of Contractor under this or any other provision of this agreement will not be limited by the provisions of any workers' compensation act or similar act. Contractor expressly waives its statutory immunity. under such statutes or laws as to Town, its employees or officials. Contractor shall obtain executed indemnity agreements with provisions identical to those set forth here in this section from each and every subcontractor, subtier contractor or any other person or entity involved by, for, with or on behalf of Contractor in the performance or subject matter of this agreement. In the event Contractor fails to obtain such indemnity obligations from others required here, Contractor agrees to be fully responsible according to the terms of this section. Failure of Town to monitor compliance with these requirements imposes no additional obligations on Town and will in no way act as a waiver of any rights hereunder. This obligation to indemnify and defend Town as set forth herein is binding on the successors, assigns, or heirs of Contractor and shall survive termination of this agreement or this section. 5-7 In any and all claims against the Town, the Engineer or any of their agents, employees, successors or assigns by any employee of the Contractor, any subcontractor, any supplier of the Contractor or subcontractors, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable, the indemnification obligation under this Paragraph shall not be limited in any way by any limitation on the amount or type of damages, compensation or benefits payable by or for the Contractor or any subcontractor or any supplier of either of them under workers' or workmen's compensation acts, disability benefit acts or other employee benefit acts. The obligations of the Contractor under this Paragraph shall not extend to the liability of the Engineer, its agents or employees, arising out of (1) the preparation or approval of maps, drawings, opinions, reports, surveys, Change Orders, designs or specifications; or (2) the giving of or the failure to give directions or instructions by the Engineer, its agents or employees, provided such giving or failure to give is the primary cause of the injury or damage. PUBLIC SAFETY AND TRAFFIC CONTROL H. The Contractor shall so conduct his operations as to offer the least possible obstruction and inconvenience to the public and he shall have under construction no greater length or amount of Work than he can prosecute properly with due regard to the rights of the public. Unless otherwise provided elsewhere in the Contract Documents, all traffic shall be permitted to pass through the Work with as little inconvenience and delay as possible. Spillage resulting from hauling operations along or across the traveled way shall be removed immediately at the Contractor's expense. Existing traffic signal and right-of-way lighting systems shall be kept in operation for the benefit of the traveling public during progress of the Work, and Town forces may continue routine maintenance of existing systems. Convenience of abutting owners along the right-of-way shall be provided for as far as practicable. Convenient access to driveways, parking, and buildings along the line of the Work shall be maintained and temporary approaches to crossings or intersecting right-of-ways shall be provided and kept in good condition. When the abutting property owner's access across the right-of-way line is to be eliminated, or to be replaced under the contract or by other access facilities, the existing access shall not be closed until the replacement facilities have been completed. In order to expedite the passage of public traffic through or around the Work or where ordered by the Town, the Contractor shall install signs, lights, flares, barricades and other facilities for the sole convenience and direction of public traffic. Also, where directed by the Town, Contractor shall provide and station competent flagpersons whose sole duties shall consist of directing the movement of public traffic through or around the Work. The Contractor shall be required to pay the cost of replacing or repairing all facilities installed for the convenience of direction or warning of public traffic, that are lost or damaged by reason of his operations to such an extent as to require replacement or repair. Except as otherwise provided elsewhere in the Contract Documents, full compensation for conforming to the requirements of this section shall be considered as included in the prices paid for the various contract items of Work and no additional allowance will be made therefor. It is the Contractor's responsibility to provide for the safety of the public during construction. Whenever the Contractor's operations create a condition hazardous to traffic or to the public, Contractor shall furnish at Contractor's own expense, and without cost to the Town, such flagpersons and guards as are necessary to give adequate warning to the public of any dangerous conditions to be encountered and Contractor shall furnish, erect, and maintain such fences, 5-8 barricades, lights, signs, and other devices and take such other protective measures as are necessary to prevent accidents or damage or injury to the public. All traffic control signs, barricades, lights and other warning and safety devices shall conform to the current "Manual of Warning Signs, Lights, and Devices for Use in Performance of Work upon Highways" issued by the State of California Department of Transportation. Should the Contractor appear to be neglectful or negligent in furnishing warning devices and taking protective measures, as above provided, the Town may direct attention to the existence of a hazard and the necessary warning devices shall be furnished and installed by the Contractor at his expense. Should the Town point out the inadequacy of warning devices and protective measures, such action on the part of the Town shall not relieve the Contractor from responsibility for public safety or abrogate his obligation to furnish and pay for these devices and measures. The installation of general right-of-way illumination shall not relieve the Contractor of his responsibility for furnishing and maintaining any of the protective facilities hereinbefore specified. Should the Contractor fail to, be neglectful, or negligent in furnishing and/or maintaining warning and protective facilities as required herein, the Town may furnish and/or maintain such facilities and charge Contractor therefor by deducting the cost thereof from periodic progress payments due the Contractor as such costs are incurred by the Town. In the event the Contractor does not provide such flagpersons and guards as are required by this Article, the Town may request the Tiburon Police Department to the job and the cost to the Town for providing flagpersons and guards shall be deducted from any periodic progress payments due the Contractor. No material or equipment shall be stored where it will interfere with the free and safe passage of public traffic, and at the end of each day's work and at other times when construction operations are suspended for any reason, the Contractor shall remove all equipment and other obstructions from that portion of the right-of-way open for use by public traffic. Full compensation for conforming to all of the provisions of this Section shall be considered as included in the prices paid for the various contract items of Work and no additional allowance will be made therefor. Due care shall be exercised to avoid injury to existing right-of-way improvements or facilities, utility facilities, adjacent property, and roadside trees and shrubbery that are not to be removed. Roadside trees and shrubbery that are not to be removed and pole lines, fences, signs, survey markers and monuments, buildings and structures, conduits, pipe lines under or above ground, sewer and water lines, all right-of-way facilities, and any other improvements or facilities within or adjacent to the Work, shall be protected from injury or damage, and if ordered by the Town, the Contractor shall provide and install suitable safeguards, approved by the Town, to protect such objects from injury or damage. If such objects are injured or damaged by reason of the Contractor's operations, they shall be replaced or restored, at the Contractor's expense, to a condition as good as when the Contractor entered upon the Work, or as good as required by the Contract Documents, if any such objects are a part of the Work being performed under the Contract. The fact that any underground non-utility facility or any existing service lateral or appurtenances, wherever the presence of such lateral or appurtenances can be inferred from the presence of other visible facilities such as buildings, meter and junction boxes on or adjacent to the construction site, are not shown upon the Plans shall not relieve the Contractor of his responsibility under this Article. To the extent allowed by law, it shall be the Contractor's responsibility to ascertain the 5-9 existence of any underground improvements, except for unmarked existing main and trunkline utility facilities, which may be subject to damage by reason of his operations. Full compensation for furnishing all labor, materials, tools and equipment and doing all the work involved in protecting property as above specified, shall be considered as included in the prices paid for the various contract items of Work and no additional compensation will be made therefor. ARTICLE IX INSPECTION OF WORK A. Engineer and the Inspector and their representatives shall at all times have access to the Work whether it is in preparation or progress, and the Contractor shall provide proper facilities for such access and inspection. If the specifications, the Engineer's instructions, laws, statutes, ordinances, or regulations of any public authority require any work to be specially tested or approved, the Contractor shall give the Engineer timely notice of its readiness for inspection, and if the inspection is by another authority than the Engineer, of the date fixed for such inspection, required certificates of inspection being secured by the Contractor. Inspections by the Engineer shall be promptly made, and where practical, at the source of supply. If any work should be covered up without approval or consent of the Engineer, it must, if required by the Engineer, be uncovered for examination at the Contractor's expense. Re-examination of questioned work may be ordered by the Engineer; and if so ordered, the work must be uncovered by the Contractor. If such work is found in accordance with the Contract Documents, the Town shall pay the cost of re-examination and replacement unless the same was originally covered up without approval or consent of the Engineer. If such work is found not in accordance with the Contract Documents, the Contractor shall pay such cost. ARTICLE X SUPERINTENDENCE AND SUPERVISION A. The Contractor shall keep on its work, during its progress, a competent superintendent and any necessary assistants, all to be satisfactory to the Engineer. The superintendent shall not be changed except with the consent of the Engineer, unless the superintendent proves to be unsatisfactory to the Contractor and ceases to be in his employ. The superintendent shall represent the Contractor in his absence, and all directions given to him shall be as binding as if given to the Contractor. Important directions shall be confirmed in writing to the Contractor. Other directions shall be confirmed on written request in each case. The Contractor shall give efficient supervision to the work, using his best skill and attention. He shall carefully study and compare all plans, drawings, specifications, and other instructions and shall report at once to the Engineer any error, but he shall not be liable to Town for any damage resulting from any errors, omissions or deficiencies in the Contract Documents or other instructions by the Engineer. B. If at any time any worker or employee shall be employed by the Contractor or any of his subcontractors who is declared by the Engineer to be incompetent or unfaithful in the execution of the work, the Contractor, on receiving written notice thereof, shall forthwith remove said worker or employee from the project and shall not again employ him or her on any part of the work. 5-10 ARTICLE XI CHANGE ORDERS A. Change Order is a signed written order to the Contractor showing the recommendation of the Engineer, the approval of the Engineer and the authorization of the Town, issued after execution of the Contract, authorizing a change in the Work and/or an adjustment in the Contract Sum and/or the Contract Time. The Contract Sum and the Contract Time may be changed only by Change Order. Any Change Order signed by the Contractor shall indicate the Contract Sum and the Contract Time. 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. No Change Order shall operate to authorize a time extension, unless such Change Order specifies such extension. If no time extension has been granted in such Change Order, Contractor agrees that in no event shall Contractor make any subsequent claim relating to the items covered by such Change Order. B. The Town, without invalidating the Contract, may order changes in the Work within the general scope of the Contract consisting of additions, deletions or other revisions, the Contract Sum and the Contract Time being adjusted accordingly. All such changes in the Work shall be authorized by Change Order, and shall be performed under the applicable conditions of the Contract Documents. A Contract Change Order will not become effective until approved by the Town. C. The cost or credit to the Town resulting from a change in the work shall be determined as follows: If a proposed Change Order requires an adjustment to the Contract Sum, the adjustment shall be based on one of the following methods, at the discretion of the Town: 1 Mutual acceptance of a lump sum properly itemized and supported by sufficient substantiating data to permit evaluation; .2 Unit prices stated in the contract Documents or subsequently agreed upon; On the basis of time and material actually and properly incurred, in accordance with Paragraph F, and percentage fees for profit and overhead as set forth in Paragraph H below. D. The Town may issue a Change Order directive in the absence of total agreement on the terms of a Change Order. If the Town issues a Change Order directive, the Contractor shall advise the Engineer and Town of the Contractor's agreement or disagreement with the method, if any, provided in the Change Order directive for determining the proposed adjustment in the Contract Sum or Contract Time. Where time does not permit the processing of a proposed Change Order prior to commencing the work, Contractor shall, upon written order from the Town, proceed with the work while concurrently proceeding with preparation and submission of a Change Order estimate. E. A proposed Change Order signed by the Town and Contractor indicates the agreement of the Town and Contractor therewith, including adjustment in Contract Sum and Contract Term or the method for determining them. Such agreement shall be effective immediately and shall be recorded as a Change Order. The Contractor shall then promptly proceed with the change in the work involved. If the Contractor does not respond promptly or disagrees with the method of adjustment in the Contract Sum, the method and the adjustment shall be determined by the Engineer on the basis of reasonable expenditures and savings of those performing the work attributable to the change, including in the case of an increase in the Contract Sum, overhead and profit as set forth in 5-11 Paragraph H. In such case, and also under Paragraph C.1, the Contractor shall keep and present, in such form as the Engineer may prescribe, an itemized accounting together with appropriate supporting data. Change Order costs shall be limited to the following reasonable and normal direct costs of the change: 1. costs of labor, including social security, old age and unemployment insurance, fringe benefits required by agreement or custom, and workers' or workmen's compensation insurance; 2. costs of materials, supplies and equipment, including cost of transportation and sales tax, whether incorporated or consumed; 3. rental costs of machinery and equipment, exclusive of hand tools, whether rented from the Contractor or others; 4. sales, use and similar taxes related to the work; 5. additional direct costs of supervision and field office personnel directly attributable to the change (other than those listed under Paragraph H below). Without limiting the foregoing, the Contractor shall only be entitled to additional reimbursement for the costs associated with maintaining personnel in the field if the change directly necessitates an extension of the Contract Time. G. Pending final determination of cost to the Town, amounts not in dispute may be included in Applications for Payment. The amount of credit to be allowed by the Contractor to the Town for a deletion or change which results in a net decrease in the Contract Sum shall be actual net cost decrease as confirmed by the Engineer. When both additions and credits covering related work or substitutions are involved in a change, the allowance for overhead and profit under this Article shall be figured on the basis of net increase, if any, with respect to that change. H. Contractor's markups: 1. For labor, materials and equipment by the Contractor's own forces, the Contractor may add a fee for Contractor's profit and overhead of 10%, computed as a percentage of the subtotal of the direct labor, materials and equipment costs attributable to the changes, as defined in Paragraph F. This fee shall include the following overhead costs: estimating costs, bonds, builder's risk insurance, liability insurance, and small tools. For work performed by Subcontractor, the Contractor's charges to the Town may include the Subcontractor's direct costs, plus the Subcontractor's fee not exceeding 20% (overhead plus profit), plus a maximum fee for Contractor's profits and overhead of 10% (including the costs set forth in subparagraph H.1) computed as a percentage of the total of the Subcontractor's charges. For work performed by sub-subcontractors, or other lower-tier subcontractors, fees and overhead not exceeding the Subcontractors' fees and overhead described in the above subparagraph H.2 may be added to the sub-subcontractors' charges to the Subcontractor. In such event, the Contractor and the Subcontractor shall share amongst themselves a fee for their profit and overhead of 10% (including the costs set forth in subparagraph H.1), computed as a percentage of the total of the sub-subcontractor's or other, lower-tiered subcontractor's charges. For purposes of this section, "lower-tiered subcontractors" shall include, without limitation, material suppliers. Percentage markups for profit shall not be applied to the indirect overhead costs of estimating, bonds, insurance and small tools. 5-12 ARTICLE XII TIME DEFINITIONS A. Unless otherwise provided, the Contract Time is the period of time allotted in the Contract Documents for Substantial Completion of the Work as defined in this Article, including authorized adjustments thereto. The date of commencement of the Work is on the date specified on the Notice to Proceed issued by the Town. The Date of Substantial Completion of the Work or designated portion thereof is the Date certified by the Engineer when construction is sufficiently complete, in accordance with the Contract Documents, so the Town can occupy or utilize the Work or designated portion thereof for the use for which it was intended. The term day as used in the Contract Documents shall mean calendar day unless specifically designated otherwise. PROGRESS AND COMPLETION B. All time limits stated in the Contract Documents are of the essence in performance and completion of the Work. The Contractor shall begin the Work on the date of commencement as defined in Section A above. The Contractor shall carry the Work forward expeditiously with adequate forces and shall achieve Substantial Completion of the Work within the Contract Time. ARTICLE XIII CONSTRUCTION SCHEDULE The Contractor shall provide a detailed construction schedule showing the proposed dates of start and completion of all trades and parts of the Work of this project. This schedule shall be approved by the Engineer prior to start of construction and shall be updated as necessary. In the event that the approved schedule becomes obselete and the Contractor fails to promptly submit an updated schedule for the Engineer's approval, the Town may withhold any progress payments otherwise due until the Contractor submits an updated schedule. ARTICLE XIV INSURANCE A. CONTRACTOR'S LIABILITY INSURANCE Contractor shall provide and maintain insurance as set forth in this Article on behalf of the Town. Commercial General Liability Insurance (primary) shall be provided on ISO-CGL form No. CG 00 01 11 85 or 88. Policy limits shall be no less than one million dollars per occurrence for all coverages and two million dollars general aggregate. Town and its employees and agents shall be added as additional insured using ISO form CG 20 10 11 85 (in no event with an edition date later than 1990). Coverage shall apply on a primary, non-contributing basis in relation to any other insurance or self-insurance, 5-13 primary or excess, available to Town or any employee or agent of Town. 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. Umbrella Liability Insurance (over primary) shall apply to bodily injury/property damage, personal injury/advertising injury, at a minimum, and shall include a "drop down" provision providing primary coverage above a maximum $25,000.00 self-insured retention for liability not covered by primary policies but covered by the umbrella policy. Coverage shall be following form to any underlying coverage. Coverage shall be provided on a "pay on behalf' basis, with defense costs payable in addition to policy limits. There shall be no cross liability exclusion and no contractor's limitation endorsement. Policy limits shall be not less than five million dollars per occurrence and in the aggregate, above any limits required in the underlying policies. The policy shall have starting and ending dates concurrent with the underlying coverages. Business Auto Coverage shall be written on ISO Business Auto Coverage from CA 00 01 06 92 including symbol 1 (Any Auto). Limits shall be no less than one million dollars per accident. This policy shall be scheduled as underlying insurance to any umbrella policy required above for a total limit of no less than five million dollars each accident. Workers' Compensation/Employer'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 Town, its employees or agents. Contractor and Town further agree as follows: . l This Section supersedes all other sections and provisions of this Contract to the extent that any other section or provision conflicts with or impairs the provisions of this Section. .2 The insurance requirements set forth in this Section are intended to be separate and distinct from any other provision in this Contract and shall be interpreted as such. .3 All insurance coverage and limits provided pursuant to this Contract shall apply to the full extent of the policies involved, available or applicable. Nothing contained in this Contract or any other contract relating to the Town or its operations limits the application of such insurance coverage. Nothing contained in this Section is to be construed as affecting or altering the legal status of the parties to this Contract. .4 For purposes of insurance coverage only, this Contract will be deemed to have been executed immediately upon any party hereto taking any steps that can be deemed to be in furtherance or towards, performance of this Contract. .5 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. .6 All general or auto liability insurance coverage provided pursuant to this Contract, or any other contract pertaining to the performance of this Contract, shall not prohibit Contractor, and Contractor's employees, or agents, from waiving the right of subrogation prior to a loss. Contractor waives its right of subrogation against Town. 5-14 .7 Unless otherwise approved by Town, Contractor's insurance shall be written by insurers authorized to do business in the State of California and with a minimum "Best's" Insurance Guide rating of "ANN." Self-insurance will not be considered to comply with these insurance specifications. .8 In the event any policy of insurance required under this Contract does not comply with these requirements or is canceled and not replaced, Town has the right but not the duty to obtain the insurance it deems necessary and any premium paid by Town will be promptly reimbursed by Contractor. .9 Contractor agrees to provide evidence of the insurance required herein, satisfactory to Town, 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 20 10 11 85 prior to commencing work under this Concrete. 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 "endeavor" with regard to any notice provisions. .10 Contractor shall provide proof that policies of insurance required herein expiring during the term of this Contract have been renewed or replaced with other policies providing at least the same coverage. Such proof will be furnished within 72 hours of the expiration of the coverages. .11 Any actual or alleged failure on the part of the Town or any other additional insured under these requirements to obtain proof of insurance required under this Contract in no way waives any right or remedy of Town or any additional insured, in this or any other regard. .12 Contractor agrees to require all subcontractors or other parties hired for this project to purchase and maintain insurance of the type specified above naming as additional insureds all parties to this Contract. Contractor agrees to obtain certificates evidencing such coverage and make reasonable efforts to ensure that such coverage is provided as required here. Contractor agrees to require that no contract used by any subcontractor, or contracts Contractor enters into on behalf of Town, will reserve the right to charge back to Town the cost of insurance required by this Contract. Contractor agrees that upon request, all agreements with subcontractors or others with whom Contractor contracts with on behalf of Town, and all certificates of insurance obtained in compliance with this paragraph will be submitted to Town for review. Failure of Town to request copies of such documents will not impose any liability on Town, or its employees. .13 Contractor agrees to provide immediate notice to Town of any claim or loss against Contractor that includes Town as a defendant. Town assumes no obligation or liability by such notice, but has the right (but not the duty) to monitor the handling of any such claim or claims if they are likely to involve Town. .14 In the event of any loss that is not insured due to the failure of Contractor to comply with these requirements, Contractor agrees to be personally responsible for any an all losses, claims, suits, damages, defense obligations and liability of any kind attributed to Town, or Town's employees as a result of such failure. .15 Coverage will not be limited to the specific location or individual or entity designated as the address of the Project. .16 Contractor agrees not to attempt to avoid its defense and indemnity obligations to Town and its employees, agents, officials and servants by using as a defense Contractor's statutory immunity under workers' compensation and similar statutes. 5-15 .17 Contractor agrees to require all parties or subcontractors, including Engineers or others, with which it enters into contracts or hires pursuant to or related in any way with the performance of this Contract, to provide insurance covering the operations contracted for and naming as additional insureds all parties to this Contract. Contractor agrees to monitor and review all such coverage and assumes all responsibility for ensuring that such coverage is provided as required here. Contractor agrees that no contract, standard form or otherwise, used by any party in any way connected with this Contract, or contracts Contractor enters into on behalf of Town, will reserve the right to charge back to Town the cost of insurance required by this or any other contract. .18 Contractor agrees to have its coverage endorsed so that all coverage limits required pursuant to this requirement are available separately for each and every location at which Contractor conducts operations of any type on behalf of Town. Contractor warrants these limits will not be reduced or exhausted except for losses attributable to those specific locations and not by losses attributable to any other operations of Contractor. .19 Contractor agrees to 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 Town or between Town and any other insured or Named Insured under the policy, or between Town and any party associated with Town or its employees. .20 For purposes of insurance coverage only, this Contract will be deemed to have been executed immediately upon any party hereto taking any steps that can be deemed to be in furtherance of or towards, performance of this Contract. .21 Contractor agrees that upon request, all agreements with subcontractors or others with whom Contractor contracts with on behalf of Town, will be submitted to Town for review. Contractor acknowledges that such contracts or agreements may require modification if the insurance requirements do not reflect the requirements herein. Failure of Town to request copies of such agreements will not impose any liability on Town, or its employees. .22 If Contractor is a Limited Liability Company, general liability coverage must be amended so that the Limited Liability Company and its Managers, Affiliates, employees, agents, and other persons necessary or incidental to its operations are insureds. .23 Contractor shall maintain commercial general liability, and if necessary, commercial umbrella liability insurance with a limit of not less than five million dollars each occurrence for at least three years following substantial completion of the work. B. OTHER INSURANCE PROVISIONS The policies are to contain, or be endorsed to contain, the following provisions: 1 General Liability and Automobile Liability Coverages a. The Town, its officials, employees, agents and contractors, and Town's Design Engineer are 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 Town, its officials, employees, agents, the Design Engineer, and contractors. b. The Contractor's insurance coverage shall be primary insurance as respects the Town, and/or the Tiburon Redevelopment Agency , its officials, employees, agents, and the Design Engineer. Any insurance or self-insurance maintained by the Town, its officials, employees, agents, contractors, or Design Engineer shall be excess of the Contractor's insurance and shall not contribute with it. 5-16 C. Any failure to comply with reporting provisions of the policies shall not affect coverage provided to the Town, its officials, employees, agents, or contractors. d. 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. .2 All coverages Each insurance policy required by this clause shall be endorsed to state that coverage shall not be suspended, voided, cancelled, reduced in coverage or in limits except after thirty (30) days' prior written notice by certified mail, return receipt requested, has been given to the Town. C. ACCEPTABILITY OF INSURERS Insurance is to be placed with insurers acceptable to the Town Manager. D. VERIFICATION OF COVERAGE Contractor shall furnish the Town with certificates of insurance and with original endorsements affecting coverage required by this clause. The certificates and endorsements for each insurance policy are to be signed by a person authorized by that insurer to bind coverage on its behalf. Proof of Insurance shall then be mailed to: Town of Tiburon Town Manager 1505 Tiburon Boulevard Tiburon, California 94920 E. SUBCONTRACTORS Contractor shall include all subcontractors as insureds under its policies or shall obtain separate certificates and endorsements for each subcontractor. F. BAILEE DISCLAIMER Town in no way purports to be a bailee, and is therefore not responsible in any way for any damage to the property of others including, but not limited to, the property of Contractor, the Contractor's contractor, or their respective agents, employees and invitees. G. CONTRACTOR'S RESPONSIBILITY FOR WORK Until completion of the contract and final acceptance of the Work by the Town, the Contractor shall have the charge and care of and shall bear the risk of injury, loss, or damage to any part thereof by the action of the elements or from any other cause, whether arising from the execution or from the non-execution of the Work, or from any other cause. The Contractor shall rebuild, repair, restore, and make good all injuries, losses or damages to any portion of the Work occasioned by any cause before its completion and acceptance and shall bear the expense thereof, except as otherwise expressly provided in subparagraph 11.1.6. In case of suspension of Work from any cause whatever, the Contractor shall be responsible for the Work as above specified and he shall also be responsible for all materials delivered to the Work or materials which have been furnished by the Town. If ordered by the Town, the Contractor shall at Contractor's own expense, properly store materials which have been furnished by the Town. Such storage by the Contractor shall be on behalf of the Town, and the Town shall at all tunes be entitled to the possession of such materials, and the Contractor shall promptly return the same to the Site when requested The Contractor shall not dispose of any of the materials so stored except on written authorization from the Town. 5-17 ARTICLE XV BONDS A. Faithful Performance Bond- The Contractor shall furnish a surety bond in an amount equal to 100% of the contract price as security for faith performance of this contract, including guarantees required hereunder. B. Labor and Materials Payment Bond- The Contractor shall also furnish a separate surety bond in an amount at least equal to 100% of the contract price as security for the payment of all persons performing labor and furnishing materials in connection with this contract. C. Defective Material & Workmanship Bond- The Contractor shall also furnish precedent to the completion of the contract, a separate surety bond in the amount equal to 10% of the total contract price, to hold good for a period of 1 year after the completion and acceptance of the Work, to protect the Town against the results of defective materials or workmanship during that time. This bond must be delivered to the Town before final payment under the contract will be made. D. Said bonds shall provide that no change, extension of time, alteration, or addition to the terms of the contract, or to the Work to be performed thereunder, or the plans, shall in any way affect the surety's obligation under the said bond, and shall further provide that notice of any such change is waived as well as notice of extensions of time, alteration, or additions to the terms of the contract, or to the Work provided thereunder, or to any of the Contract Documents. ARTICLE XVI PREVAILING WAGES A. The Contractor shall forfeit as penalty to the Town, $50.00 for each calendar day or portion thereof, for each worker paid less than the stipulated prevailing rates for such work or craft in which such worker is employed for any work done under this 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 prevailing rate of per diem wages and the general prevailing rate for holiday and overtime work in this locality for each craft, classification or type of worker needed to execute this contract is set forth in full in the document referred to in the Notice to Contractors of the Specifications. 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 worker employed on the Project. The difference between such stipulated prevailing wage rates and the amount paid to each worker for each calendar day or portion thereof for which each worker was paid less than the stipulated prevailing wage rate shall be paid to each worker by the Contractor pursuant to the requirements of Section 1775 of the Labor Code of the State of California. The Town 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 this contract. The possibility of wage increases is one of the elements to be considered by the Contractor in determining his bid, and will not under any circumstances be considered as the basis of a claim against the Town on this contract. Notwithstanding any other provision of the Contract Documents to the contrary, the general prevailing rate of wages in this locality for each craft, classification, or type of worker 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 5-18 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 worker employed on the Project. EMPLOYMENT OF APPRENTICES B. 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 other requirements may be obtained from the Director of Industrial Relations, ex-officio the Administrator of Apprenticeship Standards and its branch offices. TRAVEL AND SUBSISTENCE C. The Contractor shall make such travel and subsistence payments to each worker 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. PAYROLL RECORDS D. 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. The contractor shall forfeit as penalty to the Town $25 dollars for each worker employed in the execution of the contract by the contractor or any subcontractor for each calendar day during which such worker is required or permitted to work more than 8 hours in any one calendar day or 40 hours in any one calendar week, in violation of Labor Code Division 2, Part 7, Chapter 1, Article 3. ARTICLE XVII PAYMENTS AND COMPLETION CONTRACT SUM A. The Contract Sum is stated in the Town-Contractor Agreement and, including authorized adjustments thereto, is the total amount payable by The Town to the Contractor for the performance of the Work under the Contract Documents. SCHEDULE OF VALUES 5-19 B. Following the issuance of the Notice to Proceed, the Contractor shall submit to the Town and Engineer a Schedule of Values. The Contractor's Schedule of Values shall be prepared in such form and supported by such data to substantiate its accuracy as the Town and Engineer may require. If the Schedule of Values is not favorably reviewed by the Town and Engineer, a revised Schedule of Values shall be submitted that is mutually acceptable to the Contractor and the Town. Progress Payments shall be made to the Contractor based on the approved Schedule of Values. APPLICATIONS FOR PAYMENT C. The Contractor shall prepare an itemized Application for Payment based upon work completed by the close of the twentieth day of each month and shall submit said Application to the Engineer for his review and approval no later than the twenty-fifth day of each month. The Application for Payment shall be supported by such data substantiating the Contractor's right to payment as the Town may require, and reflecting retainage, if any, as provided elsewhere in the Contract Documents. Items and values of work included in the Application for Payment shall be as detailed as in the Contractor's Schedule of Values. Upon approval of the Application for Payment, the Town will pay ninety percent (90%) of amounts due Contractor on account of progress payments. Retained percentages are for the sole protection and benefit of the Town, and no other person, firm or corporation shall be entitled to receive any part thereof. Sums withheld as retained percentages may be expended by the Town to correct or remedy any of the conditions described in Section E of this Article. Except for amounts applied by the Town to correct or remedy any such conditions, the full contract retainage will be paid to Contractor at the time of final payment. Until the time of final payment, the Town shall remain the legal and beneficial Town of all retained percentages. In lieu of the ten percent (10%) retention, at the request and expense of the Contractor, acceptable securities equivalent to the ten percent (10%) retention may be deposited with the Town, or with a California or federally chartered bank as escrow agent. The Contractor shall be the beneficial Town of any security substituted for the ten percent (10%) retention and shall receive any interest thereon. Any such security shall be returned to the Contractor at the time of final payment. Acceptable security shall include those securities listed in California Government Code § 16430, bank or savings and loan certificates of deposit, interest bearing demand deposit accounts or standby letters of credit. Contractor will not be credited with interest for any portion of the Contract Retainage after it is paid by the Town to correct or remedy any of the conditions described in Subparagraph. At the sole discretion of the Town, when the Work is at least 50 percent complete and if progress is satisfactory, remaining Progress Payments may be paid in full, and any retention held in excess of five percent (5%) of the Contract Amount may be released to Contractor. Under no circumstances shall retention be reduced below five percent (5%) of the Contract Amount until Final Completion and Final Payment as set forth in Section H of this Article. Contractor shall provide Consent of Surety prior to reduction of retainage. Contractor shall apply for reduction in retainage to the Town in writing. The full Contract retainage may be reinstated if the Work and its progress do not remain satisfactory to the Town, or if Surety withholds its consent, or for other good and sufficient reasons. Unless otherwise provided in the Contract Documents, payments will be made on account of fabricated materials or equipment not incorporated in the Work but delivered and suitably stored at the Site and, if approved in advance by the Town, payments may similarly be made for fabricated materials or equipment suitably stored at some other location agreed upon in writing. Payments for fabricated materials or equipment stored on or off the Site shall be conditioned upon submission by the Contractor of bills of sale or such other procedures satisfactory to the Town to establish the Town's title to such fabricated materials or equipment or otherwise protect 5-20 the Tovm's interest, including applicable insurance and transportation to the Site for those materials and equipment stored off the Site. Applications for payments shall be based upon that portion of the Contract Sum properly allocable to labor, fabricated materials and equipment either incorporated in the Work or suitably stored at the Site, up to five (5) days prior to the date on which the Application for Payment is submitted. Payments for fabricated materials and equipment stored off site within fifty (50) miles of the Project will be made, subject to the Town's approval, if Contractor provides invoice, lien release, certificate of insurance covering stored materials, and stores material in an approved, bonded Shelter. The Town and the Town's representatives shall have the right of inspection of materials stored off-site. The Contractor warrants that title to all Work, materials and equipment covered by an Application for Payment will pass to the Town 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, hereinafter referred to in this Article XVII as "liens"; and that no Work, materials or equipment covered by an Application for Payment will have been acquired by the Contractor, or by any other person performing Work at the Site or furnishing materials and equipment for the Project, subject to an agreement under which an interest therein or an encumbrance thereon is retained by the seller or otherwise imposed by the Contractor or such other person. CERTIFICATES FOR PAYMENT D. The Town will, following the receipt of a properly-prepared Application for Payment, process it for payment. The Town shall notify the Contractor in writing of the reasons for withholding the Application or recommending payment for a lesser amount than set forth in the Application as provided in Section E of this Article. PAYMENTS WITHHELD E. The Town, following consultation with the Engineer, may decline to approve and may withhold the Application for Payment in whole or in part. If the Town determines failure by the Contractor to perform its contractual obligations, the Town will notify the Contractor as provided in Section D of this Article. The Town may also decline to provide payment or, because of subsequently discovered evidence or subsequent observations, the Town may nullify the whole or any part of any Applications for Payment previously issued to such extent as may be necessary to protect the Town from loss because of 1. defective Work not remedied; 2. third party claims filed or reasonable evidence indicating probable filing of such claims; 3. failure of the Contractor to make payments properly to subcontractors, or for labor, materials or equipment; 4. proof that the Work cannot be completed for the unpaid balance of the Contract Sum; 5. damage to the Town or another contractor; 6. proof that the Work cannot be completed within the Contract Time; 7. persistent failure to carry out the Work in accordance with the Contract Documents; 8. failure to submit an original or an updated Project Schedule in accordance with the Contract Documents; When the grounds described in this Section are removed, payment shall be made for amounts withheld because of them. 5-21 TIME OF PAYMENT F. The Town will make Progress Payments within a time agreed upon prior to signing of Contract, or where no prior agreement is made, within thirty (30) days of receipt of an approved Application for Payment. The Town retains the right to make partial payments or reduced payment during the period of any dispute and Contractor shall be obligated to continue all Work. SUBSTANTIAL COMPLETION G. When the Contractor considers that the Work, or a designated portion thereof which is acceptable to the Town, is substantially complete as defined in Article XII, Section A, the Contractor shall prepare for the Town and Engineer a list of items to be completed or corrected. The failure to include any items on such list does not alter the responsibility of the Contractor to complete all Work in accordance with the Contract Documents. When the Town and Engineer determine that the Work or designated portion thereof is substantially complete, a punchlist of items to be completed will be prepared pursuant to the Contract Documents. The Town and Engineer will then prepare a Certificate of Substantial Completion of the Work which shall establish the Date of Substantial Completion of the Work, shall state the responsibilities of the Town and the Contractor for security, maintenance, heat, utilities, damage to the Work and insurance, and shall fix the time within which the Contractor shall complete the items listed therein. The Certificate of Substantial Completion of the Work shall be submitted to the Contractor for his written acceptance of the responsibilities assigned to them in such Certificate. Nothing in this section shall be construed as relieving the Contractor from liability for defects due to faulty construction or from its responsibility to correct defective work or materials. Upon Substantial Completion of the Work or designated portion thereof, and upon application by the Contractor, the of the Town at his/her sole discretion shall have the authority to reduce the Contractor's retention balance down to no less than five percent (5%) of the contract sum. Warranties required by the Contract Documents shall commence on the date of final acceptance by the Town or from the Date of Substantial Completion of the Work or designated portion thereof, whichever is earlier, unless otherwise provided in the Certificate of Substantial Completion of the Work or designated portion thereof. Contractor shall obtain any manufacturer's extended warranties as are necessary to comply with this requirement. FINAL COMPLETION AND FINAL PAYMENT H. Following the Town's issuance of the Certificate of Substantial Completion of the Work or designated portion thereof, and the Contractor's completion or correction of the Work in accordance with the requirements of the Certificate of Substantial Completion, the Contractor shall forward to the Town a written notice that the Work is ready for final inspection and acceptance, and shall also forward to the Town a final Application for Payment. Upon receipt, the Town will make the necessary evaluations and will promptly make such inspection. When the Town finds the Work acceptable under the Contract Documents and the Contract fully performed, the Town will issue a Certificate for Payment. All prior partial estimates and payments shall be subject to correction on the final estimate and payment. No payment shall be construed to be an approval or acceptance of any defect in work or improper materials. Neither the final payment nor the remaining retainage shall become due until the Contractor submits to the Town, (1) an affidavit that all payrolls, bills for materials and equipment, and other indebtedness connected with the Work for which the Town or the Town's property might in any way be responsible, have been paid or otherwise satisfied, (2) consent of surety, if any, to final payment, and (3) if required by the Town, other data establishing payment or satisfaction of all such obligations, such as receipts, releases and waivers of liens arising out of the Contract, to the extent and in such form as may be designated by the Town. If any subcontractor refuses to 5-22 furnish a release or waiver required by the Town, the Contractor may furnish a bond satisfactory to the town to indemnify the Town against any such lien. If any such lien remains unsatisfied after all payments are made, the Contractor shall refund to the Town all monies that the latter may be compelled to pay in discharging such lien, including all costs and reasonable attorneys' fees. Except for those claims previously made by the Contractor in writing and identified by the Contractor as unsettled at the time of final Application for Payment, acceptance by the Contractor of final payment shall be and shall operate as a complete release to the Town, its successors, assigns, officers and employees and the Engineer of and from any and all other claims, demands, causes of action, obligations, damages or liabilities, whether or not known or suspected, which Contractor ever had or claims to have had as of or prior to the acceptance of final payment arising directly or indirectly out of, or in any way connected with any of the transactions, series of transactions or matters in connection with the Work and every act and neglect of the Town, its officers, employees, successors, assigns, and the Engineer relating to or arising out 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. All provisions of this Agreement, including without limitation those establishing obligations and procedures, shall remain in full force and effect notwithstanding the making or acceptance of final payment prior to the Date of Substantial Completion of the Work. Final payment shall be made to Contractor no earlier than thirty-five (35) days after acceptance of the Work by the Town, which acceptance shall be evidenced by the recordation of a Notice of Completion of the Work in the Office of the County Recorder. However, the Town may accept Completion of the Contract and have the Notice of Completion recorded when the entire work shall have been completed to the satisfaction of the Town, except for minor corrective items, as distinguished from incomplete items. If the Contractor fails to correct all such items prior to the expiration of the thirty-five day period, immediately following acceptance of completion, the Town shall withhold from the final payment an amount equal to twice the estimated cost of correction of all such items until the last of the items have been corrected. At the end of the thirty-five (35) day period, if there are items remaining to be corrected, the Town may request the Contractor in writing to make immediate correction of said items; and if the Contractor fails to make such correction within ten (10) days of the date of the written notice, the Town may make the correction and deduct the costs from the amount withheld therefor. DELAYS The Date for Substantial Completion of the Work shall not be extended except in accordance with the provisions of the Town-Contractor Agreement ("Extension of Scheduled Completion Date"). In the event that a suspension of the Work is ordered by the Town due to failure on the part of the Contractor to perform any provisions of the Contract, the days on which the suspension of the Work is in effect shall be considered calendar days and the dates set forth in the Town-Contractor Agreement shall not be extended and the Contractor shall not be relieved of any claim for liquidated damages, engineering or inspection charges or any other charges which the Town may have. If adverse weather conditions are the basis for a Claim for additional time, such Claim shall be documented by data substantiating that weather conditions were abnormal for the period of time and could not have been reasonably anticipated, and that weather conditions had an adverse effect on the critical path of the Contractor's schedule for construction. Claim for delay may only be made if the delay adversely affects the critical path of the Contractor's schedule and adversely affects a portion of the Work that must be completed as 5-23 scheduled to avoid delay to the final completion of the Work as a whole by the Scheduled Completion Date. ARTICLE XVIII CORRECTION OF WORK BEFORE FINAL PAYMENT The Contractor shall promptly remove from the Site and building, if a building is involved, all work condemned by the Engineer as failing to conform to the contract, whether incorporated or not, and the Contractor shall promptly replace and re-execute his own work in accordance with the contract and without expense to the Town, and shall bear the expense of making good all work of other contractors destroyed or damaged by such removal or replacement. If the Contractor does not remove such condemned work within a reasonable time, fixed by written notice of the Engineer, the Town may remove it and may store the material at the expense of the Contractor. If the Contractor does not pay the expenses of such removal and storage within ten days' time thereafter, the Town may, upon ten days' written notice to the Contractor, sell such materials at auction or at private sale and shall account for the net proceeds thereof, after deducting all costs and expenses that should have been borne by Contractor. ARTICLE XIX CORRECTION OF WORK AFTER FINAL PAYMENT The Contractor shall remedy any defects due to faulty material or workmanship and pay for any damage to other work resulting therefrom, which shall appear within a period of one year from date of final payment. Said corrective work to be in accordance with the terms of the Contract Documents and any special guarantees provided therein. Neither the foregoing nor any provision in the Contract Documents nor any special guarantee time limit, shall be held to limit the Contractor's liability for defects, to less than the legal limit of liability in accordance with law. Town shall give notice of observed defects within a reasonable time. All questions arising under this Article shall be determined by the Engineer, whose decision shall be final and conclusive in absence of fraud. ARTICLE XX TOWN'S RIGHT TO DO WORK If the Contractor should neglect to prosecute the Work properly or fail to perform any provisions of this contract, the Town, after three days' written notice through the Engineer to the Contractor, may without prejudice to any other remedy it may have, make good such deficiencies and corrections and may deduct the cost thereof from the payment then or thereafter due to the Contractor, provided, however, that the Engineer shall approve both the action and the amount charged to the Contractor. ARTICLE XXI TOWN'S RIGHT TO STOP THE WORK If the Contractor fails to correct defective Work, or fails to carry out the Work in accordance with the Contract Documents, the Town, by a written order signed personally or by an agent specifically so empowered by the Town in writing, may order the Contractor to stop the Work, or any portion thereof, until the cause for such order has been eliminated; however, this right of the Town to stop the Work shall not give rise to any duty on the part of the Town to exercise this 5-24 right for the benefit of the Contractor or any other person or entity. ARTICLE XXII TOWN'S RIGHTS AND DUTIES If the Contractor defaults or neglects to carry out the Work in accordance with the Contract Documents, and fails within seven (7) days after receipt of written notice from the Town to commence and continue correction of such default or neglect with diligence and promptness, the Town may, and without prejudice to any other remedy the Town may have, make good such deficiencies. In such case an appropriate Change Order shall be issued deducting from the payments then or thereafter due the Contractor any and all costs of correcting such deficiencies, including but not limited to, compensation for the Engineer's additional services made necessary by such default, neglect or failure. Such action by the Town and the amount charged to the Contractor shall be based on the consultation with the Engineer, if necessary. If the payments then or thereafter due the Contractor are not sufficient to cover such amount, the Contractor shall pay the difference to the Town. ARTICLE X)MI TOWN'S RIGHT TO TERMINATE CONTRACT If the Contractor shall be adjudged a bankrupt, or if he should make a general assignment for the benefit of his creditors, or if a receiver should be appointed on account of his insolvency, or if he should persistently or repeatedly refuse or should fail to supply enough properly skilled workmen or materials, or if he should fail to make prompt payment to subcontractors or for material or labor, or persistently disregard laws, statutes, ordinances and regulations of other authorities or the instructions of the Engineer, or otherwise be guilty of a substantial violation of any provision of this contract, then the Town, upon certificate of the Engineer that sufficient cause exists to justify such action, may without prejudice to any other right or remedy and after giving the Contractor, his surety, seven days' written notice, terminate the employment of the Contractor and take possession of the project and of all materials, tools and appliances thereon, and finish the Work by whatever method it may deem expedient. In such case, the Contractor shall not be entitled to receive any further payment until the Work is finished. If the unpaid balance of the contract price shall exceed the expense of finishing the Work, including compensation for additional engineering, managerial and administrative services, such excess shall be paid to the Contractor. If such expense shall exceed such unpaid balance, then the Contractor shall pay to the Town the difference. The expense incurred by the Town as herein provided and the damage incurred through the Contractor's default, shall be certified by the Engineer. ARTICLE XXIV CONTRACTOR'S RIGHT TO STOP WORK AND TERMINATE CONTRACT If the Work should be stopped under an order of any court, or other public authority, for a period of ninety days, through no act or fault of the Contractor or of anyone employed by him, then the Contractor may, upon seven days' written notice to the Town and Engineer, terminate this contract and recover from the Town payment for all work executed, which payment shall be based on the reasonable value of labor and materials thereof or unit prices, if so provided in the contract, plus a sum equal to 15% thereof for profit, overhead, and damages to Contractor resulting from such termination. ARTICLE XXV 5-25 ASSIGNMENT Neither the contract nor any part thereof nor any moneys due or to become due thereunder may be assigned by the Contractor without the prior written approval of the Town. ARTICLE XXVI SUBCONTRACTS No part of this contract may be sublet by the Contractor without prior written notification in advance and approval by the Engineer. ARTICLE XXVII SEPARATE CONTRACTS The Town reserves the right to let other contracts in connection with this work. The Contractor shall afford other contractors reasonable opportunities for the introduction and storage of their materials and the execution of their work and shall properly connect and coordinate his work with said other contractors. If any part of the Contractor's work depends for proper execution upon the Work of any other contractor, the Contractor shall inspect and promptly report to the Engineer any defects in such work that render it unsuitable for such proper execution and results. Contractor's failure so to inspect and report shall constitute an acceptance of the other contractor's work as fit and proper for the reception of his work, except as to any defects which may develop in the other contractor's work after execution of his work. ARTICLE XXVIII ATTORNEYS' FEES In case suit shall be brought by Town on said contract for breach thereof by Contractor, Contractor shall pay to Town reasonable attorneys' fees to be fixed by the Court. ARTICLE XXIX SUBCONTRACTORS AWARDS OF SUBCONTRACTS AND OTHER CONTRACTS FOR PORTIONS OF THE WORK Contractor shall have submitted with Contractor's Bid Proposal a list of all subcontractors whose work represents an amount in excess of one-half of one percent (0.5%) of the Contract Sum, setting forth the name and location of the place of business of each such subcontractor and the portion of work (including the dollar amount) which will be done by each such subcontractor in the manner required by Section 4104 of the California Subletting and Subcontracting Fair Practices Act, Cal. Pub. Contr. Code 4104 - 4114.1. Before starting work under the Contract, a subcontractor must have been included in the list of subcontractors submitted by the Contractor with the Bid Proposal. The Contractor shall not substitute any subcontractor in place of the subcontractors designated in such list except as approved by the Town and as permitted by the Subletting and Subcontracting Fair Practices Act. Contractor shall not subcontract any portion of the Work in excess of one half of one percent (0.5%) of the Contract Sum for which no subcontractor was listed in the bid, or permit any subcontract to be assigned, transferred, or performed by anyone other than the designated subcontractor except as approved by the Town 5-26 and as permitted by the Subletting and Subcontracting Fair Practices Act. Within ten (10) days after award of the Contract, Contractor shall submit for the Town's approval a list of all subcontractors whose work represents less than one half of one percent (0.5%) of the Contract Sum. SUBCONTRACTUAL RELATIONS By an appropriate agreement, written where legally required for validity, the Contractor shall require each subcontractor, to the extent of the Work to be -performed by the subcontractor, to be bound to the Contractor by the terms of the Contract Documents, and to assume toward the Contractor all the obligations and responsibilities which the Contractor, by these Documents, assumes toward the Town and the Engineer. Said agreement shall preserve and protect the rights of the Town and the Engineer under the Contract Documents with respect to the Work to be performed by the subcontractor so that the subcontracting thereof will not prejudice such rights, and shall allow to the subcontractor, unless specifically provided otherwise in the Contractor-Subcontractor Agreement, the benefit of all rights, remedies and redress against the Contractor that the Contractor, by these Documents, has against the Town. Where appropriate, the Contractor shall require each subcontractor to enter into similar agreements with their sub-subcontractors. The Contractor shall make available to each proposed subcontractor, prior to the execution of the subcontract, copies of the Contract Documents to which the subcontractor will be bound by this article, and identify to the subcontractor any terms and conditions of the proposed subcontract which may be at variance with the Contract Documents. Each subcontractor shall similarly make copies of such Documents available to their sub-subcontractors. The Contractor shall be fully responsible for the acts and omissions of his subcontractors, and of persons either directly or indirectly employed by them, as he is for the acts and omissions of persons directly employed by the Contractor. When a portion of the Work subcontracted by the Contractor is not being performed in a manner satisfactory to the Town, the Town shall notify the Contractor and shall inform him of the deficiencies in the sub-contractor's execution of the Work. If the subcontractor fails to correct such deficiencies within ten (10) days after Contractor's receipt of notification from the Town, the Contractor shall cause the subcontractor to be removed immediately from the Work. Contractor agrees to bind in writing all subcontractors and materials suppliers to the terms of the General Conditions of the Contract for Construction and to the terms of the entire agreement between the Town and Contractor. ARTICLE XXX CUTTING AND PATCHING Each Contractor shall leave all chases, holes or openings straight through in a proper size in his own work or cut same in existing work as may be necessary for the proper installation of his own or other contractor's work, consulting with the Engineer and the contractors concerned, regarding proper location and size of the same. In case of his failure to leave or cut the same in the proper place, he shall cut them afterwards at his own expense. No excessive cuttings will be permitted not shall any piers, beams or structural members be cut without the consent of the Engineer. The Contractor shall not endanger any work by cutting, excavating or otherwise altering the Work and shall not cut or alter the Work of any other contractor save with the consent of the Engineer. ARTICLE XX (l 5-27 CLEANING UP The Contractor shall at all times keep the premises and site free from accumulation of waste materials or rubbish caused by his employees or work, and at the completion of the Work shall remove all rubbish from and about the building, and all tools, scaffolding and surplus materials, and shall leave his work "broom clean" or its equivalent, unless more exactly specified. ARTICLE XXXII UNDERGROUND OBSTRUCTIONS A. With respect to all utility facilities indicated in the plans and specifications: The Contractor shall notify all utility companies and require field location markings of facilities prior to commencing construction. Where potential conflict with underground utilities may constitute a safety hazard or interfere with the progress of work, such facilities shall be hand- excavated to determine their precise location. Contractor shall be liable for damage to all utilities whether so located and marked or not. It is not the intent of the Plans to show the exact location of existing underground utilities or structures, and the Engineer assumes no responsibility therefore. It is the Contractor's responsibility to verify all utility locations and sizes and notify the Engineer in case of conflict. B. Except as otherwise provided by these General Conditions, the Town assumes the responsibility for the timely removal, relocation or protection of existing main or trunkline utility facilities located on the site that are not identified in the plans and specifications. The Town will compensate the contractor for the costs of locating, repairing damage not due to the failure of the contractor to exercise reasonable care, and removing or relocation such utility facilities not indicated in the Plans and Specifications and for equipment on the project necessarily idled during such work. Contractor shall not be assessed liquidated damages for delay in completion of the project when such delay was caused by the failure of the Town or the Town of the utility to provide for removal or relocation of such utility facilities. ARTICLE III AGREEMENT TO ASSIGN ANTITRUST CLAIMS In entering into a public works contract or a subcontract to supply goods, services, or materials pursuant to a public works contract, the Contractor or subcontractor offers and agrees to assign to the Town all rights, title and interest in and to all causes of action it may have under Section 4 of the Clayton Act (15 USC, Sec. 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. This assignment shall be made and become effective at the time the Town tenders final payment to the Contractor, without further acknowledgment by the parties. In submitting a bid to a public purchasing body, the bidder offers and agrees that if the bid is accepted, it will assign to the purchasing body all rights, title, and interest in and to all causes of action it may have under Section 4 of the Clayton Act (15 USC Sec. 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, materials, or services by the bidder for sale to the purchasing body pursuant to the bid. Such assignment shall be made and become effective at the time the purchasing body tenders final payment to the bidder. 5-28 ARTICLE XXXIV RESOLUTION OF CLAIMS AND DISPUTES A. DECISION OF PROJECT MANAGER 1. Claims, including those alleging an error or omission by the Design Engineer, shall be referred initially to the Project Manager for decision. An initial decision by the Project Manager shall be required as a condition precedent to mediation, arbitration or litigation of all Claims between the Contractor and Town arising prior to the date final payment is due, unless 30 days have passed after the Claim has been referred to the Project Manager with no decision having been rendered by the Project Manager. The Project Manager will not decide disputes between the Contractor and persons or entities other than the Town. 2. The Project Manager will review Claims and within ten days of the receipt of the Claim take one or more of the following actions: (1) request additional supporting data from the claimant or a response with supporting data from the other party, (2) reject the Claim in whole or in part, (3) approve the Claim, (4) suggest a compromise, or (5) advise the parties that the Project Manager is unable to resolve the Claim if the Project Manager lacks sufficient information to evaluate the merits of the Claim, or if the Project Manager concludes that, in the Project Manager's sole discretion, it would be inappropriate for the Project Manager to resolve the Claim. 3. In evaluating Claims, the Project Manager may, but shall not be obligated to, consult with or seek information from either party or from persons with special knowledge or expertise who may assist the Project Manager in rendering a decision. The Project Manager may request the Town to authorize retention of such persons at the Town's expense. 4. If the Project Manager requests a party to provide a response to a Claim or to furnish additional supporting data, such party shall respond, within ten days after receipt of such request, and shall either provide a response on the requested supporting data, advise the Project Manager when the response or supporting data will be furnished or advise the Project Manager that no supporting data will be furnished. Upon receipt of the response or supporting data, if any, the Project Manager will either reject or approve the Claim in whole or in part. 5. The Project Manager will approve or reject Claims by written decision, which shall state the reasons therefor and which shall notify the parties of any change in the Contract Sum or Contract Time or both. The approval or rejection of a Claim by the Project Manager shall be final and binding on the parties but subject to mediation and arbitration. 6. When a written decision of the Project Manager states that (1) the decision is final but subject to medication and arbitration and (2) a demand for arbitration of a Claim covered by such decision must be made within 30 days after the date on which the party making the demand receives the final written decision, then failure to demand arbitration within said 30 days' period shall result in the Project Manager's decision becoming final and binding upon the Town and the Contractor. If the Project Manager renders a decision after arbitration proceedings have been initiated, such decision may be entered as evidence, but shall not supersede arbitration proceedings unless the decision is acceptable to all parties concerned. 7. Upon receipt of a Claim against the Contractor or at any time thereafter, the Project Manager or the Town may, but is not obligated to, notify the surety, if any, of the nature and amount of the Claim. If the Claim relates to a possibility of a Contractor's default, the Project Manager or the Town may, but is not obligated to, notify the surety and request the surety's assistance in resolving the controversy. If a Claim relates to or is the subject of a stop notice, the party asserting such Claim may proceed in accordance with applicable law to comply with the stop notice or filing deadlines prior to resolution of the Claim by the Project Manager, by mediation or by arbitration. 5-29 B. MEDIATION 1. Any Claim arising out of or related to the Contract, except Claims relating to aesthetic effect shall, after initial decision by the Project Manager or 30 days after submission of the Claim to the Project Manager, be subject to mediation as a condition precedent to arbitration or the institution of legal or equitable proceedings by either party. The parties shall endeavor to resolve their Claims by mediation which, unless the parties mutually agree otherwise, shall be in accordance with the Construction Industry Mediation Rules of the American Arbitration Association currently in effect. Request for mediation shall be filed in writing with the other party to the Contract and with the American Arbitration Association. The request may be made concurrently with the filing of a demand for arbitration but, in such event, mediation shall proceed in advance of arbitration or legal or equitable proceedings, which shall be stayed pending mediation for a period of 60 days from the date of filing, unless stayed for a longer period by agreement of the parties or court order. 3. The parties shall share the mediator's fee and any filing fees equally. The mediation shall be held in the place where the Project is located, unless another location is mutually agreed upon. Agreements reached in mediation shall be enforceable as settlement agreements in any court having jurisdiction thereof. C. ARBITRATION 1. Any Claim arising out of or related to the Contract, except Claims relating to aesthetic effect shall, after decision by the Project Manager or 30 days after submission of the Claim to the Project Manager, be subject to arbitration. Prior to arbitration, the parties shall endeavor to resolve disputes by mediation in accordance with the provision of Paragraph B of this Article. 2. 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. The demand for arbitration shall be filed in writing with the other party to the Contract and with the American Arbitration Association, and a copy shall be filed with the Project Manager. 3. A demand for arbitration shall be made within the time limits specified in Subparagraphs A.6 and C. I of this Article as applicable, and in other cases within a reasonable time 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. 4. Limitation on Consolidation or Joinder. No Arbitration arising out of or relating to the Contract shall include, by consolidation or joinder or in any other manner the Architect, Architect's employees or consultants, except by written consent containing specific reference to the Contract and signed by the Architect, Town, Contractor and any other person or entity sought to be joined. No Arbitration arising out of or relating to the Contract shall include, by consolidation or joinder or in any other manner the Project Manager, except by written consent containing specific reference to the Contract and signed by the Project Manager, Town, Contractor and any other person or entity sought to be joined. No arbitration shall include, by consolidation or joinder or in any other manner, parties other than the Town, Contractor, a separate contractor and other persons substantially involved in a common question of fact or law whose presence is required if complete relief is to be accorded in arbitration. No person or entity other than the Town, Contractor or a separate contractor shall be included as an original third party or additional third party to an arbitration whose interest or responsibility is insubstantial. Consent to arbitration involving an additional person or entity shall not constitute consent to arbitration of a Claim not described therein or with a person or entity not named or described therein. The foregoing agreement to arbitrate and other agreements to arbitrate with an additional person or entity duly consented to by parties to the Contract shall be specifically enforceable under applicable law in any court having jurisdiction thereof. 5-30 Claims and Timely Assertion of Claims. The party filing a notice of demand for arbitration must assert in the demand all Claims then known to that party on which arbitration is permitted to be demanded. Judgment on Final Award. The award rendered by the arbitrator or arbitrators shall be final, and judgment may be entered upon it in accordance with applicable law in any court having jurisdiction thereof. END OF GENERAL CONDITIONS 5-31 TIBURON POLICE STATION OFF-SITE STREET IMPROVEMENTS BID OPENING - November 12, 1998 2:00 p.m., Tiburon Town Hall 1) Maggiora & Ghilotti (San Rafael) 2) J.A. Gonsalves & Son (Napa) 3) W.R. Forde Associates (Greenbrae) 4) Bauman Landscape (Richmond) 5) Ghilotti Construction (Santa Rosa) 6) Ghilotti Bros. Construction (San Rafael) 7) North Bay Construction (Petaluma) Lump Sum Bid Price $ 128,128 $ 269,000 $ 163,000 $ 157,800 $ 164,200 $ 124,830* $ 155,575 * = Low Bidder (Subcontractors: Lyle Reed Striping/Irish Construction - Trenching) s/ Diane L. Crane Tiburon Town Clerk t Contractor's State Lic...Board - License Detail http://www2.calb.ca.go...il.DML?LicNum=++644516 STATE OF CALIFORNIA CONTRACTOR'S STATE LICENSE BOARD P. O. BOX 26000 SACRAMENTO, CA 95826 PHONE. 1- 800-321-2 752 * * * DECLAIMER * * * The license status information shown below represents information taken from the CSLB licensing data base at the time of your inquiry. It will not reflect pending updates which are being reviewed for subsequent data base updating. The available information may not reflect any civil or criminal judgments or actions that have not been reported to the CSLB. If there are disclosable complaints (legal actions) on the contractor's license, that information will be provided. If you intend to pursue any kind of legal action, insure you get a "Verified Certificate" which is a certified license history covering a specific time period prior to taking any action. Extract Date: November 12, 1998 THE RESULTS OF YOUR INQUIRY FOR CONTRACTOR LICENSE NUMBER 644516 IS: * * * BUSINESS INFORMATION * * * GHILOTTI BROTBERS CONSTRUCTION INC P O BOX SAN RAFAEL, CA 94912 Entity: Corporation Issue Date: 05/08/1992 Expire Date: 05/31/2000 * * * LICENSE STATUS * * * This license is current and active. * * * CLASSIFICATIONS * * * A GENERAL ENGINEERING CONTRACTOR C-8 CONCRETE C12 EARTHWORK AND PAVING C21 BUILDING MOVING, DEMOLITION C42 SANITATION SYSTEM HAZ HAZARDOUS SUBSTANCES REMOVAL * * * CONTRACTOR BONDING INFORMATION * * * This license has bond number 5S101141121BCM in the amount of $7,500 with the bonding company TRAVELERS CASUALTY AND SURETY COMPANY OF AMERICA. Effective Date: 05/01/1998 * * * WORKERS COMPENSATION INFORMATION * * * 1 of 2 11/12/98 16:37:55 Contractor's State Lic...Board - License Detail http://www2.cslb.ca.go...il.DML?LicNum=++644516 This license has workers compensation insurance with the Z C INSURANCE COMPANY (3186-4) Policy Number: WBN64308A Effective Date: 10/01/1998 Expire Date: 10/01/1999 Click on Personnel List to see the people on this license. THIS IS THE END OF YOUR INQUIRY RESPONSE. QUESTIONS ABOUT YOUR DATA SHOULD BE DIRECTED TO 1-800-321-2752. Return to the License Request ( Contractor Name Request I Personnel Name Request or go to the CSLB HOME Page. 2 of 2 11/12/98 16:37:56