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Agr 2010-06-10 (WK McLellan)
Town of Tiburon • 1505 Tiburon Boulevard • Tiburon, CA 94920 • P. 415.435.7373 F 415.435.2438 • wwwci.tiburon.ca.us June 16, 2010 - Dick Collins Mayor Mr. Todd Verke Jeff Slavatz. WK McLellan v,~e maiyor 254 Sears point Rd . Port Sonoma-Petaluma, CA 94954 Vii, Fraser Cou [Cilmember RE: Reed Ranch Road Drainage Improvement . Alice Fredericks Dear Todd: Councilmernber Enclosed is a fully-signed contract. Please coordinate your work with me and Joel Emmett`'O'Donnell Brewer at 415-435-7399. Councilmember Thank you in advance for your assistance. If you have any questions, please feel free to contact me at 415-435-7388. Margaret A. Curran Town Manager Sincerely, Nicholas T. Nguyen, P.E. Director of Public Works / Town Engineer r Attachment: Signed Contract Cc: Project file - no attach w/ attach i l - acop Diane Crane z; 4. Fti j Y. TOWN OF TIBURON. TIBURON, CALIFORNIA REED RANCH RD DRAINAGE IMPROVEMENT 2010 OWNER-CONTRACTOR AGREEMENT THIS OWNER-CONTRACTOR AGREEMENT ("Agreement") is made and entered into this I (o T' day of :-ONE , 2010, by and between the TOWN OF TIBURON, a municipal corporation, 1505 Tiburon Boulevard, Tiburon, CA 94920, ("Owner"), and WK MCLELLAN, 254 Sears point Rd, Port Sonoma-Petaluma, CA 94954 ("Contractor"). In consideration of the mutual covenants and agreements set forth herein, Contractor and Owner hereby agree as follows: ARTICLE I WORK DESCRIPTION The Contractor shall do all the work and furnish all the labor, services and materials necessary to complete the work described in the Contractor's Bid Proposal attached as Exhibit A ("Work"). The Contractor shall complete the Work in a good, workmanlike and substantial manner, to the satisfaction of Owner and in accordance with the terms of this Agreement and the required Town's encroachment permit. ARTICLE II CONTRACT SUM Contractor's compensation under this Agreement shall be known as the Contract Sum. The Contract Sum shall be a not-to-exceed amount of $35.694.00 as full compensation for the Work. All payments shall be subject to the General Conditions, set forth in Exhibit B. ARTICLE III TIME FOR PERFORMANCE Contractor shall commence performance of the Work on a date to be specified by Owner to Contractor to proceed ("Notice to Proceed"). Contractor shall diligently proceed with performance of the Work and agrees to achieve Completion of the entire Work within 10 days after receiving the Notice to Proceed ("Scheduled Completion Date"). ARTICLE IV EXHIBITS This Contract includes the following Exhibits, which are attached hereto and incorporated herein by reference: Exhibit A The Work (Contractor's Work Proposal not inclusive o terms and conditions) Exhibit B General Conditions WK McLellan - Reed Ranch Rd. IN WITNESS WHEREOF, the parties to these presents have hereunto set their hands the day and year first herein above written. TOWN OF TIBURON APPROVED AS TO FORM: By Bye!' Margaret Curran, Town Manager Ann Danforth, Town Attorney CONTRACTOR: yv C C (4 Print Title Y -C- P I . Contractor's License No. - 07c ( . Expiration Date: O S ZO(D WK McLellan - Reed Ranch Rd. 2 EXHIBIT A CONTRACTOR'S PROPOSAL (attached) WK McLellan - Reed Ranch Rd. E~iIBIT li ELLAN 4y ~ ♦ ~ CO. 254 Sears Point Road Port Sonoma Petaluma, CA 94954-9540 (415) 472-0228 (707) 763-2407 Fax: (707) 763-1038 May 20, 2010 TOWN OF TIBURON ATTN: Nicholas T. Nguyen, P.E. DIRECTOR OF PUBLIC WORKS 415-435-7388 RE:Reed Ranch Road Infiltration Trench DRIAN LINE: 6" SCH 40 perforated pipe at 223' If, 3 clean outs, 140 NC Mirafi drain fabric, drain rock V, CDF the last 8"to the top. $23,559.00 SIDEWALK AND CURB AND GUTTER: Sidewalk 96' sqft. Curb and gutter 30' If. $ 3,412.00 AC PAVING: Trench paving 285' sgft at 3" thick. Remove and replace 600' sqft at 2" thick. $ 8,723.00 This price includes traffic control. TOTAL PRICE: $35,694.00 We exclude: Permits, fees, engineering and handling of hazardous materials. Thank you for the opportunity to bid this work. Very truly yours odd Verke, Vice Pres. General Engineering Contractor NJ California License No. 240701 EXHIBIT B GENERAL CONDITIONS ARTICLE 1 IN GENERAL 1.1 DEFINITIONS 1.1.1. "Director" shall mean the Owner's Director of Public Works or his designee. 1.1.2 "Owner" shall mean the Town of Tiburon, abd its officials, agents and employees. 1.1.3 "Contractor" shall mean WK McLellan and its officials, agents, and employees. 1.1.4 ".Day" shall mean working day unless specifically designated otherwise. 1.1.5 "Excusable Delay" shall mean an actual delay in the performance of the Work by Contractor caused by events to the extent that such events are not reasonable foreseeable and are beyond the reasonable control of Contractor, such as fire, flood, earthquake or unusually and unforeseeably severe and abnormal weather conditions, war, embargo, or sabotage. 1.2 CONTRACT CONDITIONS The Contractor shall carefully study this Contract and shall at once report in writing to the Owner any error, inconsistency, omission or lack of coordination that may be discovered. Any discrepancies between this Contract and conditions of the Site, or in the layout given by stakes, points or instructions,' discovered by the Contractor shall be promptly brought to the attention of the Owner. 1.3 PERFORMANCE OF THE WORK 1.3.1 The Owner shall at all times have access to the Work. 1.3.2 At the time the contract is awarded, all contractors and subcontractors shall be properly licensed in accordance with the provisions of Chapter 9 of Division 3 of the Business and Professions Code. At the commencement of work, all contractors and subcontractors shall have obtained business licenses from the Town of Tiburon. 1.3.3 Unless otherwise provided in this Contract, the Contractor shall provide, pay for and be responsible for all labor and materials necessary for the proper execution of the Work. The Contractor shall supervise and direct the Work, using the best skill and attention necessary for a contractor experienced and expert in this type of construction. The Contractor shall employ only persons skilled in the task assigned to them and only machinery and equipment of suitable capacity to the task, and operated by an experienced operator. The Contractor shall be responsible to the Owner for the acts and omissions of the Contractor's employees, subcontractors and their agents and employees. Notwithstanding the forgoing, nothing in this Contract shall be interpreted to make the Contractor an agent of the Owner. 1.3.4 The Contractor shall promptly correct all Work rejected by the Owner as defective or as failing to conform to this Contract. The Contractor shall bear all costs of correcting such Work. If the Contractor does not, within five (5) days after receipt of written notice from the Owner, commence and diligently complete correction of any deficient or nonconforming Work, the Owner may, without prejudice to any other WK McLellan - Reed Ranch Rd. 4 remedy the Owner may have, correct such deficiencies. The Owner shall be entitled to a credit for the cost of such correction against the Contract Sum. 1.3.5 The Owner reserves the right to perform work related to the Work with the Owner's own forces, and to award separate contracts in connection with other portions of the Work or other work on the Site. The Owner and the Contractor shall provide for the coordination of the work. The Contractor shall afford the Owner and separate contractor's reasonable opportunity for the introduction and storage of their materials and equipment and the execution of their work, and shall connect and coordinate the Work with theirs as required by this Contract. 1.4 INDEMNIFICATION Contractor shall defend, indemnify and hold harmless Owner from any claims or damages, including attorney's fees, arising from Contractor's performance of this Agreement, with the exception of those claims or damages arising from the active negligence of Owner. In the event that the Owner's active negligence accounts for only a percentage of the liability involve, the obligation of Contractor will be for that portion or percentage of liability not attributable to the active negligence of Owner. 1.5 USE OF SUBCONTRACTS AND OTHER CONTRACTS FOR THE WORK Contractor shall comply with the California Subletting and Subcontracting Fair Practices Act, Cal. Pub. Contr. Code 33 4104 - 4114;1 in the use and substitution of subcontractors. 1.6 CHANGE ORDERS 1.6.1 A Change Order is a written order to the Contractor signed by the Owner and authorizing a change in the Work and/or an adjustment in the Contract Sum and/or the Contract Time. The Contract Sum and the Scheduled Completion Date may be changed only by specific Change Order. Adjustinents of Contract Time, Work or Sum may be issued without notice to Sureties, and absence of such notice shall not relieve the Sureties of any responsibilities. 1.6.2 The Owner, without invalidating the Contract, may order changes in the Work within the general scope of.the .Contract Change Order. The cost or credit to the Owner resulting from a change in the work shall be determined, at the Owner's option, by mutual agreement between the Owner and Contractor, or on the basis of time and material actually and properly incurred, plus a twenty percentage fee for profit and overhead. 1.7 TERMINATION OF THE CONTRACT 1.7.1 If the Contractor becomes bankrupt or insolvent or is guilty of a substantial violation of a provision of this Contract, and fails within five (5) days after receipt of notice to commence and continue correction of such default with diligence and promptness, the Owner may, without prejudice to any other remedy the Owner may have, terminate the employment of the Contractor and take possession of the Site and of all materials and equipment thereon owned by the Contractor as necessary to. complete the Work. 1.7.2 The Owner may terminate the performance of the Work in whole or in part, whenever the Owner determines that such termination is in the best.interests of the Owner. Any such termination shall be effected by delivery to the Contractor of a notice of termination specifying the extent to which the performance of the Work is terminated, and the date upon which termination becomes effective. Upon such termination for convenience, Contractor shall stop all Work and be entitled to reasonable compensation for Work performed and accepted under this Contract. WK McLellan - Reed Ranch Rd. ARTICLE 2 PAYMENTS AND COMPLETION 2.1 PAYMENTS 2.1.1 The Contract Sum is stated in the Agreement and, including authorized adjustments thereto, is the total amount payable by the Owner to the Contractor for the performance of the Work under this Contract. 2.1.2 The Contractor shall submit monthly invoices for Work completed, for the review and approval of the Director or his representative. Within 20 days of receipt of each invoice, the Owner shall either approve the Work covered by the invoice or advise Contractor of the specific deficiencies that must be corrected prior to approval. Upon approval of the Work covered by the invoice, Owner pay shall ninety percent (90%) of the amount due. Retained percentages are for the sole protection and benefit of the Owner and no other person, firm or corporation shall be entitled to receive any part thereof. Contractor shall have the option of substituting acceptable securities for the ten percent (10%) retention, as provided by Public Contract Code 3 22300. Alternatively, Contractor may submit a lump sum invoice for the total work cost upon final completion. 2.1.3 No. payment shall constitute an acceptance of any Work not in accordance with this Contract. The Contractor warrants that title to all components of the Work will pass to the Owner either by incorporation in the construction or. upon receipt of payment by the Contractor, whichever occurs first, free and clear of all liens, claims, security interests or encumbrances of any kind. 2.1.4 The Owner may withhold payment in whole or in part if the Contractor fails to perform its contractual obligations to the extent necessary to protect the Owner from damage, injury or loss. Without limiting the foregoing, Owner may without payment as necessary to correct defective Work not remedied; defend from existing or likely third-party claims, remedy the failure or likely failure of payments to subcontractors, or for labor, materials or equipment; or damage to the Owner or another contractor. 2.1.5 The Contractor following receipt of payment by the Owner shall promptly pay each subcontractor, out of the amount paid to the Contractor on account of such subcontractor's Work, the amount to which said subcontractor is entitled. The -Contractor shall, by an appropriate agreement with each subcontractor, require each subcontractor to make payments to their sub-subcontractors in similar manner. The Owner shall have no obligation to pay or to see to the payment of any monies to any subcontractor or sub- subcontractor. 2.2 FINAL PAYMENT 2.2.1 Upon Final Completion of the Work, Owner shall pay Contractor the final payment and any remaining retainage. Notwithstanding the foregoing, in the event of a dispute between Contractor and the Owner, the Owner may withhold from the final payment an amount not to exceed 150% of the disputed amount. No payment shall be construed to be an approval or acceptance of any defect in Work or improper materials. 2.2.2 Prior to final payment, if requested by Owner, Contractor shall submit a written certification that all payrolls, bills for materials and equipment, and other indebtedness connected with the Work for which the Owner or the Owner's property might in any way be responsible, have been paid or otherwise satisfied, and if required by the Owner, other data establishing payment or satisfaction of all such obligations to Owner's satisfaction. WK McLellan - Reed Ranch Rd. 6 2.2.3 Acceptance by the Contractor of final payment shall be and shall operate as a release to Owner of and from any and all other claims, causes of action, damages or liabilities, whether or not known or suspected, which Contractor ever had or claims to have had relating to this Contract or the performance of the Work. No payment, however, final or otherwise, shall operate to release the Contractor or his sureties from any obligations under this contract for the Contractor's bond for faithful performance and Contractor's payment bond. 2.3 DELAYS AND EXTENSIONS 2.3.1 The Scheduled Completion Date shall not be extended except to the extent that the Contractor is actually prevented from completing the Work before the Scheduled Completion Date because of an Excusable Delay. 2.3.2 In the event that Contractor is actually delayed on the performance of the Work by any Excusable Delay and because of said Delay is unable to complete the work by the Scheduled Completion Date, Contractor's sole remedy shall be an extension of time for a period equal to the length of such Excusable Delay. In no event shall it be entitled to a monetary payment over and beyond the Contract Sum: Actual delays in activities that do not prevent the Contractor from completing the work by the Scheduled Completion Date will not constitute an "Excusable Delay" nor be a basis for changing the Scheduled Completion Date. 2.4 GUARANTEE Independent of applicable manufacturers' warranties of materials used, for the statutory period or a period of one (1) year, whichever is longer, after acceptance by the Owner, the Contractor shall guarantee all work performed under this contract. Any failure caused by defective materials or workmanship shall be promptly repaired or replaced at the Contractor's expense. Failure of the Contractor to make such corrections will cause the Town to make or have made any necessary repairs at the Contractor's expense. The warranty period starts when a notice of completion is filed with the County or when final payment is made if a notice is not filed. ARTICLE 3 WORK MANAGEMENT RESPONSIBILITIES 3.1 SAFETY PRECAUTIONS AND PUBLIC CONVENIENCE 3.1.1 The Contractor shall be responsible for initiating, maintaining and supervising all safety precautions and programs.in connection with the Work. This duty shall extend, without limitation, to the safety of all employees on the Work and all other persons who may be affected thereby; all the Work and all materials and equipment to be incorporated therein; other property at the Site or adjacent thereto, and the work of the Owner or other separate contractors. Without limiting the foregoing, Contractor, not Owner, shall remain fully responsible for the disposition and the exposure to persons of materials, whether or not hazardous. Contractor remains fully responsible for the handling of and the removal of products and systems and shall take necessary measures to protect employees, subcontractors, general public, design consultants and others. 3.1.2 The Contractor shall so conduct his operations as to offer the least possible obstruction and inconvenience to the public. The Contractor shall provide for the convenience of abutting owners along the right-of-way as far as practicable. No material or equipment shall be stored where it will interfere with the free, safe, and convenient passage of public traffic. WK McLellan - Reed Ranch Rd. 3.2 SITE MANAGEMENT AND CLEAN UP . The Contractor shall confine operations at the Site to areas permitted by law; ordinances, permits and this Contract, and. shall not unreasonably encumber the Site with any materials or equipment. The Contractor shall keep the Site free from accumulation of waste material or rubbish caused by his operations under the Contract. At completion of the daily work, the Contractor shall remove from and about the Work such waste and rubbish, and the Contractor's tools, construction machinery, equipment, surplus materials and other property. Good and reasonable house-keeping practices shall be applied at the end of each working day, as approved by the Owner. ARTICLE 4 INSURANCE 4.1 CONTRACTOR'S LIABILITY INSURANCE Contractor shall provide and maintain insurance as set forth in this Article on behalf of the Owner. 4.1.1 Commercial General Liability Insurance (primary) shall be provided on ISO-CGL form No. CG 00 011185 or 88 or equivalent. Policy limits shall be. no less than one million dollars per occurrence for all coverages and two million dollars general aggregate. Owner and its employees and agents shall be added as additional insured using ISO form CG 70 57 (03-96) or equivalent. Coverage shall apply on a primary, non- contributing basis in relation to any other insurance or self-insurance, primary or excess, available to Owner or any employee or agent of Owner. Coverage shall not be limited to the vicarious liability or supervisory role of any additional insured. Coverage shall contain no contractors' limitation endorsement. There shall be no endorsement or modification limiting the scope of coverage for liability arising from pollution, explosion, collapse, underground property damage or employment-related practices. 4.1.2 Business Auto Coverage shall be written on ISO Business Auto Coverage from CA 00 0106 92 including symbol 1 (Any Auto). Limits shall be no less than one diillion 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. 4.1.3 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 Owner. 4.1.4 Contractor and Owner further agree as follows: 4.1.4.1 All insurance coverage and limits provided pursuant to this Contract shall apply to the full extent of the policies involved, available or applicable. Requirements of specific coverage features or limits contained in this Section are not intended as a limitation on coverage, limits or other requirements, or a waiver of any coverage normally provided by any insurance. Specific reference to a given coverage feature is for purposes of clarification only and is not intended by any party to be all inclusive, or to the exclusion of other coverage, or a waiver of any type. 4.1.4.2 Unless otherwise approved by Owner, Contractor's insurance shall be written by insurers authorized to do business in the State of California and with a minimum ABest's Insurance Guide rating of AA:VIi. Self- insurance will not be considered to comply with these insurance specifications. 4.1.4.3 Contractor shall provide evidence of the insurance required herein, satisfactory to Owner, consisting of certificate(s) of insurance evidencing all of the coverages required and.an additional insured endorsement to WK McLellan - Reed Ranch Rd. 8 Contractor's general liability and umbrella liability policies using ISO form CG 70 57 *(03-96) or similar prior to commencing work under this Contract. Certificate(s) are to reflect that the insurer will provide 30 days notice of any cancellation of coverage. Contractor agrees to require its insurer to modify such certificates to delete any exculpatory wording stating that failure of the insurer to mail written notice of cancellation imposes no obligation. 4.1.4.4 Contractor shall require all subcontractors or other parties hired for this Work to purchase and maintain insurance of the type specified above naming as additional insureds all parties to this Contract. Contractor shall make reasonable efforts to ensure that such coverage is provided as required here. 4.1.4.5 Contractor shall provide immediate notice to Owner of any claim or loss against Contractor that includes Owner as a defendant. Owner assumes no obligation or liability by such notice, but has the right (but not the duty) to monitor the handling or any such claim or claims if they are likely to involve Owner. 4.1.4.6 In the event of any loss that is not insured due to the failure of Contractor to comply with these requirements, Contractor shall be personally responsible for any an all losses, claims, suits, damages, defense obligations and liability of any kind attributed to Owner as a result of such failure. 4.1.4.7 Contractor shall not attempt to avoid its defense and indemnity obligations to Owner by using as a defense Contractor's statutory immunity under workers compensation and similar statutes. 4.1.4.8 Contractor shall ensure that coverage provided to meet these requirements is applicable separately to each insured and that there will be no cross liability exclusions that preclude coverage for suits between Contractor and Owner or between Owner and any other insured or Named Insured under the policy, or between Owner and any party associated with Owner. 4.2 OTHER INSURANCE PROVISIONS The policies are to contain, or be endorsed to contain, the following provisions: 4.2.1 General Liability and Automobile Liability Coverages 4.2.1.1 The Owner is to be covered 'as insureds as respects: liability arising out of activities performed by or on behalf of the Contractor; products and completed operations of the Contractor; premises owned, leased or used by the Contractor; or automobiles owned, leased, hired or borrowed by the Contractor. The coverage shall contain no special limitations on the scope of protection afforded to the Owner. 4.2.1.2 The Contractor's insurance coverage shall be primM insurance as respects the Owner. Any insurance or self-insurance maintained by the Owner shall be excess of the Contractor's insurance and shall not contribute with it. 4.2.1.3 Any failure to comply with reporting provisions of the policies shall not affect coverage provided to the Owner. 4.2.1.4 Coverage shall state that the Contractor's insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability. 4.2.2 Each insurance policy required by this clause shall be endorsed to state that coverage shall not be suspended, voided, canceled, reduced in coverage or in limits except after thirty (30) days' prior written notice by has been given to the Owner. WK McLellan - Reed Ranch Rd. 9 4.3 SUBCONTRACTORS Contractor shall include all subcontractors as insureds under its policies or shall obtain separate certificates and endorsements for each subcontractor. ARTICLE 5 PREVAILING WAGE REQUIREMENTS 5.1 GENERAL REQUIREMENTS 5. 1.1 ' The Contractor shall forfeit as penalty to the Owner $50.00 for each calendar day or portion thereof, for.each workman paid less than the stipulated prevailing rates for such work or craft in which such workman is employed for any work done under the Contract by him or by any subcontractor under him, in violation of the provisions of the Labor Code of the State of California, and in particular, Section 1770 to 1780 thereof, inclusive. The general rate of prevailing wages is on file in the Owner's offices. . 5.1.2 The holidays upon which such rates shall be paid shall be all holidays recognized in the collective bargaining agreement applicable to the particular craft, classification or type of workman employed on the Work. The difference between such stipulated prevailing wage rates and the amount paid to each workman for each calendar day or portion thereof for which each workman was paid less than the stipulated prevailing wage rate shall be paid to each workman by the Contractor pursuant to the requirements of Section 1775 of the Labor Code of the State of California 5.1.3 The Owner will not recognize any claim for additional compensation because of the payment by the Contractor of any wage rate in excess of the prevailing wage rate set forth in the Contract. 5.1.4 Notwithstanding any other provision of the Contract to the contrary, the general prevailing rate of wages in this locality for each craft, classification, or type of workman needed to execute the Contract for the Work (which rate includes employer payments for health and welfare, vacation, pension, travel time, and subsistence pay as provided for in Section 1773.8 of the Labor Code of the State of California, apprenticeship or other training programs authorized by Section 3093 of the Labor Code, and similar purposes) applicable to the work to be done for straight time, overtime, Saturday, Sunday and holiday work is that ascertained by the Director of the Department of Industrial Relations of the State of California and determined by the Town, which said rates are made a part hereof, incorporated herein by reference as though fully set forth. The holiday wage rate listed shall be applicable to all holidays recognized in the collective bargaining agreement of the particular craft, classification or type of workman employed on the Work. 5.1.5 Attention is directed to the provisions of Section 1777.5 and 1777.6 of the California Labor Code concerning the employment of apprentices by the Contractor or any subcontractor. The Contractor and any subcontractor shall comply with the requirements of Section 1777.5 and 1777.6 in the employment of apprentices. Information relative to apprenticeship standards, wage schedules, and other requirements may be obtained from the Director of Industrial Relations, ex-officio the Administrator of Apprenticeship Standards and its branch offices. 5.1.6 The Contractor shall make such travel and subsistence payments to each workman needed to execute the Work as are established in the applicable collective bargaining agreements filed in accordance with Section 1773.8 of the California Labor Code. 5.1.7 The Contractor and each subcontractor shall keep an accurate payroll record showing the name, address, social security number, work classification, straight time and overtime hours worked each day and week and the actual per diem wages paid to each journeyman, apprentice, worker or other employee employed by the Contractor or subcontractor in connection with the Work. The payroll records shall be kept in WK McLellan - Reed Ranch Rd. 10 accordance with the provisions of Section 1776 of the California Labor Code and Contractor and each subcontractor shall otherwise comply with all requirements of such Section 1776. 5.2 ' HOURS OF LABOR The Contractor shall forfeit to the Owner, as a penalty, the sum of Twenty-five Dollars ($25.00) for each workman employed in the execution of the Contract for each calendar day during which such laborer, workman or mechanic is required or permitted to labor more than eight (8) hours in violation of the provisions of Sections 1810 to 1816, inclusive, of the Labor Code of the State of California. ARTICLE 6 DISPUTE RESOLUTION 6.1 MEDIATION The parties will make a good faith attempt to resolve any disputes arising from this Agreement through mediation prior to initiating litigation. The parties shall mutually agree upon a mediator and shall share the costs of mediation equally. If the parties are unable to agree upon a mediator, the dispute shall be submitted to JAMS/ENDISPUTE ("JAMS") or its successor in interest. JAMS shall provide the parties with the names of five qualified mediators. Each party shall have the option to strike two of the five mediators selected by JAMS and the mediator thereafter remaining shall hear the dispute. ARTICLE 7 MISCELLANEOUS PROVISIONS 7.1 GOVERNING LAW 7.1.1 The Contract shall be governed by -the law of the place where the Work is located. The Contractor shall conform to and. abide by all local, state and federal building, sanitary, health and safety laws, rules, and regulations, including all Town ordinances and regulations. 7.1.2 All Contractors and subcontractors employed upon the Work shall and will be required to conform to the provisions of the Labor Code of the State of California, and shall also comply with all rules, regulations and. Labor Laws of the federal. government and the various acts amendatory and supplementary thereto, and all other laws, ordinances and legal requirements. Without limiting the foregoing, Contractor, will comply with applicable provisions of Section 3700 of the Labor Code, which requires every employer to be insured against liability for Worker's Compensation or to undertake self-insurance in accordance with the provisions of that. Code. 1.2 SUCCESSORS AND ASSIGNS The Owner and the Contractor,' respectively, bind themselves, their partners, successors and assigns to this Contract. Neither party to the Contract shall assign the Contract or sublet it as a whole without the written consent of the other. 7.3 RIGHTS AND REMEDIES The duties and obligations imposed by this Contract and the rights and remedies available thereunder shall be in addition to, and not a limitation of, any duties, obligations, rights and remedies otherwise imposed or available by law. No action or failure to act by the Owner shall constitute a waiver of any right or duty WK McLellan - Reed Ranch Rd. 11 afforded any of them under the Contract, nor shall any such action or failure to act constitute an approval of or acquiescence in any breach thereunder, except as may be specifically agreed in writing. 7.4 PENALTY FOR COLLUSION If, at any time, it is determined by the Town that the person, firm or corporation to whom the Contract has been awarded has, in presenting any bid or bids, colluded with any other party or parties, then the Contract shall be null and void, and the Contractor and his sureties shall be liable for loss or damage which the Owner may suffer thereby, and the Owner may advertise for new bids for said work. 7.5 EQUAL OPPORTUNITY Contractor shall comply with the provisions of Section 1735 of the Labor Code of the State of California, which provides as follows: "No discrimination shall be made in the employment of persons upon public works because of the race, religious creed, color, national origin, ancestry, physical handicap, medical condition, marital status, or sex of such persons except as provided in Section 12940 of the Government Code, and every contractor for public works violating this section is subject to all the penalties imposed for a violation of this chapter." END OF GENERAL CONDITIONS WK McLellan - Reed Ranch Rd. 12 WKMCLE A C ORDTM CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DDIYYYY) 6/9/2010 PRODUCER Commercial Lines - (707) 769-2900 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE Wells Fargo Insurance Services USA, Inc. - CA Lic#: OD08408 HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. 1039 N. McDowell Blvd. Ir- ; 001 LL Petaluma, CA 94954-1173 INSURERS AFFORDING COVERAGE NAIC # INSURED W .K. McLellan Co.►1 r„I ~J$'~^• INSURER A: Travelers Casualty Ins CO Of America 31194 i Point Road ar 254 S INSURER B: Travelers Indemnity Company of Connecticut 25682 e s L);; -_EC T OiR Or PUBLIC WC3i:. INSURER c: Travelers Property Casualty Company of America 25674 TO'NN C.1 T1~ li «CN INSURER D: Petaluma CA 94954 INSURER E: COVERAGES THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR DD' POLICY EFFECTIVE POLICY EXPIRATION LTR NSR TYPE OF INSURANCE POLICY NUMBER DATE MMIDD/YY DATE MM/DD/YY LIMITS A GENERAL LIABILITY DTECO1547P209TIL09 11/1/2009 11/1/2010 EACH OCCURRENCE $ 1,000,000 X COMMERCIAL GENERAL LIABILITY DPREMISES (Ea ccurrence) AMAGE TO RENTED $ 300,000 1 CLAIMS MADE FTIOCCUR MED EXP (Any one person) $ 10,000 X $3,000 Property Damage Deductible PERSONAL & ADV INJURY $ 1,000,000 GENERAL AGGREGATE $ 2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS - COMP/OP AGG $ 2,000,000 7 POLICY X E O LOC B AUTOMOBILE LIABILITY DT8101547P209TCT09 11/1/2009 11/1/2010 COMBINED SINGLE LIMIT X ANY AUTO (Ea accident) $ 1,000,000 ALL OWNED AUTOS BODILY INJURY SCHEDULED AUTOS (Per person) $ HIRED AUTOS BODILY INJURY P id $ NON-OWNED AUTOS er acc ent) ( x $1,000 Prp Damage Ded. PROPERTY DAMAGE P id $ er acc ( ent) GARAGE LIABILITY AUTO ONLY - EA ACCIDENT $ ANY AUTO OTHER THAN EA ACC $ AUTO ONLY: AGG $ C EXCESS/UMBRELLA LIABILITY DTSMCUP1547P209TIL09 11/1/2009 11/1/2010 EACH OCCURRENCE $ 5,000,000 X FI OCCUR CLAIMS MADE AGGREGATE $ 5,000,000 DEDUCTIBLE $ X RETENTION $ 10,000 $ B WORKERS COMPENSATION AND DTEUB0449P56809 10/1/2009 10/1/2010 I TORY WC LIMIT O R X EMPLOYERS' LIABILITY ANY PROPRIETOR/PARTNERIEXECUTIVE E.L. EACH ACCIDENT $ 1,000,000 OFFICER/MEMBER EXCLUDED? E.L. DISEASE - EA EMPLOYEE $ 1,000,000 If yes, describe under SPECIAL PROVISIONS below E.L. DISEASE -POLICY LIMIT $ 1,000,000 OTHER DESCRIPTION OF OPERATIONS I LOCATIONS / VEHICLES / EXCLUSIONS ADDED BY ENDORSEMENT / SPECIAL PROVISIONS CG D2 46 08 05,WK MCLELLAN,WC 99 03 76 00 001 RE: Reed Ranch Road Drainage Improvement Town of Tiburon, its employees and agents are named as additional insured under the general liability policy per the attached endorsement referenced above. Primary wording applies under the general liability policy per the attached endorsement referenced above. Waiver of subrogation applies under the workers' compensation policy per the attached endorsement referenced above. L;tK I WIUA I t MULUtK UAN1UtLL.A I IUN Town of Tiburon Attn: Matthew Swalberg 1505 Tiburon Blvd. Tiburon, CA 94920 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL 30 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO DO SO SHALL IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER, ITS AGENTS OR REPRESENTATIVES. AUTHORIZED REPRESENTATIVE ACORD 25 (2001/08) 1 of 2 14y44U`l o ACORD CORPORATION 1988 IMPORTANT If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). DISCLAIMER The Certificate of Insurance on the reverse side of this form does not constitute a contract between the issuing insurer(s), authorized representative or producer, and the certificate holder, nor does it affirmatively or negatively amend, extend or alter the coverage afforded by the policies listed thereon. ACORD 25-S (2001/08) 2 of 2 #S915260/M915043 Policy Number: DTECO1547P209TIL0 Policy Period: 11/1/2009 11/1/2010 COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET ADDITIONAL INSURED (CONTRACTORS) This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART 1. WHO IS AN INSURED - (Section II) is amended to include any person or organization that you agree in a 'written contract requiring insurance" to include as an additional insured on this Coverage Part, but: a) Only with respect to liability for "bodily injury', "property damage" or "personal injury"; and b) If, and only to the extent that, the Injury or damage Is caused by acts or omissions of you or your subcontractor in the performance of "your work" to which the "written contract requiring insurance' applies. The person or organization does not qualify as an additional insured with respect to the additional Insured with respect to the independent acts or omissions of such person or organization. 2. The insurance provided to the additional insured by this endorsement is limited as follows: a) In the event that the Limits of Insurance of this Coverage Part shown in the Declarations exceed the limits of liability required by the "written contract requiring insurance", the insurance provided to the additional insured shall be limited to the limits of liability required by that "written contract requiring insurance". This endorsement shall not Increase the limits of Insurance described in Section III - Limits Of Insurance. b) The insurance provided to the additional insured does not apply to 'bodily injury", "property damage" or *personal Injury" arising out of the rendering of, or failure to render, any professional architectural, engineering or surveying services, Including: 1. The preparing, approving, or failing to prepare or approve, maps, show drawings, opinions, reports, surveys, field orders or change orders, or the preparing, approving, or failing to prepare or approve, drawings and specifications; and II. Supervisory, Inspection, architectural or engineering activities. c) The Insurance provided to the additional insured does not apply to "bodily injury" or "property damage' caused by "your work" and Included in the "products-completed operations hazard" unless the 'written contract requiring insurance" specifically requires you to provide such coverage for that additional insured, and then the insurance provided to the additional insured applies only to such "bodily injury" or 'property damage" that occurs before the and of the period of time for which the "written contract requiring insurance' requires you to provide such coverage or the end of the policy period, whichever is earlier. 3. The insurance provided to the additional insured by this endorsement is excess over any valid and collectible "other insurance", whether primary, excess, contingent or on any other basis, that is available to the additional insured for a loss we cover under this endorsement. However, if the "written contract requiring Insurance" specifically requires that this insurance apply on a primary basis or a primary and non-contributory basis, this insurance is primary to 'other insurance" available to the additional insured which covers that person or organization as a named Insured for such loss, and we will not share with that "other insurance". But the insurance provided to the additional Insured by this endorsement still is excess over any valid and collectible "other insurance', whether primary, excess, contingent or on any other basis. that is available to the additional insured when that person or organization Is an additional insured under such "other insurance". 4. As a condition of coverage provided to the additional insured by this endorsement: a) The additional Insured must give us written notice as soon as practicable of an "occurrence" or an offense which may result in a claim. To the extent possible, such notice should include: CG D2 46 08 05 0 2005 The St. Paul Travelers Companies, Inc. Page 1 of 2 COMMERCIAL GENERAL LIABILITY b) C) d) I. How, when and where the "occurrence" or offense took place; ii. The names and addresses of any injured persons and witnesses; and iii. The nature and location of any injury or damage arising out of the "occurrence" or offense, If a claim is made or "suit" is brought against the additional insured, the additional insured must: i. Immediately record the specifics of the claim or "suit" and the date received; and ii. Notify us as soon as practicable. The additional insured must see to It that we receive written notice of the claim or "suit" as soon as practicable. The additional insured must immediately send us copies of all legal papers received in connection with the claim or "suit", cooperate with us in the investigation or settlement of the claim or defense against the "suit", and otherwise comply with all policy conditions. The additional insured must tender the defense and indemnity of any claim or "suit" to Any provider of "other insurance" which would cover the additional insured for a loss we cover under this endorsement. However, this condition does not affect whether the insurance provided to the additional insured by this endorsement is primary to "other insurance" available to the additional insured which covers that person or organization as a named insured as described in paragraph 3. above. The following definition Is added to SECTION V. DEFINITIONS: "Written contract requiring insurance" means that part of any written contract or agreement under which you are required to include a person or organization as an additional insured on this Coverage Part, provided that the "bodily injury" and "property damage" occurs and the "personal injury" Is caused by an offense committed: a. After the signing and execution of the contract or agreement by you; b. While that part of the contract or agreement is in effect; and c. Before the end of the policy period. RE: Reed Ranch Road Drainage Improvement Town of Tiburon, its employees and agents are named as additional insured under the general liability Town of Tiburon Attn: Matthew Swalberg 1505 Tiburon Blvd. Tiburon, CA 94920 CO D2 46 08 05 © 2005 The St. Paul Travelers Companies, Inc. Page 2 of 2 TRAVELERS WORKERS COMPENSATION AND EMPLOYERS LIABILITY POLICY ENDORSEMENT WC 99 03 76 (00) - 001 POLICY NUMBER: (DTEUB0449P56809 WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT - CALIFORNIA (BLANKET WAIVER) We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. You must maintain payroll records accurately segregating the remuneration of your employees while engaged in the work described in the Schedule. The additional premium for this endorsement shall be 3 . mium otherwise due on such remuneration. Person or Organization ANY PERSON OR ORGANIZATION FOR WHICH THE INSURED HAS COMPLETED A WRITTEN AGREEMENT TO PROVIDE THIS WAIVER Schedule % of the California workers' compensation pre- Job Description DATE OF ISSUE: 08-27-09 STASSIGN: Wells Fargo Insurance Services USA, Inc. CA DOI#OD08408 io39A North McDowell Boulevard Petaluma. CA 94954-1113 Tel 707 769.2.900 Fax' '/07 769-2029 RE: Insured: W.K. McLellan Co. Policy DTECO I 547P209TI L09, DT8101547P209TCT09, DTSMCU P 1547P209TI L09, DTEU B0449 P56809 Eff. Date: 10/01/2009 to 10/01/2010 Holder: Per Attached Certificate Job: Per Attached Certificate To Whom It May Concern: Your insurance certificate requirements include 30 days written notice of cancellation. The insurance carrier will not allow wells Fargo Insurance Services USA, Inc. to cross out the "endeavor to.....but failure to:..." wording. Therefore, it is agreed and understood that in the event of mid- term cancellation, Wells Fargo Insurance Services USA, Inc. will advise your company of said cancellation by giving you 30 days notification except 10 days for non-payment of premium. Sincerely, Jennifer Heliotes Account Executive JLH/SML Mixed Sources 111,.1{IMtM~tINN~Y (SI ~+IA►1'M1~M IMiR W M[pW Nr. FSC Together we'll go far 1 Wells Fargo Insurance Services USA, Inc. CA DOI#oDo84o8 1039A North McDowell Boulevard Petaluma, CA 94954-1173 Tel 707 769-2900 Fax 707 769-2929 June 9, 2010 Attn: Matthew Swalberg Town of Tiburon 1505 Tiburon Blvd. Tiburon, CA 94920 RE: W.K. McLellan Co. Reed Ranch Road Drainage Improvement Mr. Swalberg: This letter is to advise you that the insurance documents that we have provided to you dated 6/9/10 provide the equivalent primary non- contributory coverage as the form requested in the contract document. Unfortunately, we cannot remove any portion of the CG00011204 document that you have previously requested. This is a standard ISO form and legally we cannot alter it. Please contact me if you have any other issues or concerns at 707 773-1$02. Sincerely, Jennifer Heliotes, CISR Account Executive Mixed Sources /1 Yr J'LI'(~ odurt group well managed Je lled lled tourus .rd foret4 -trolled reryded wood or fibre oiecti -g C se..~nnmpc~,ollss FSC Together we'll go far 1 10