CITY OF FAIRFIELD
IMPROVEMENT AGREEMENT
CITY OF FAIRFIELD (APN: 166-060-120)
CULVERT PIPE CROSSING DWR (DWR EP 2034)
One Lake Holding, LLC
THIS IMPROVEMENT AGREEMENT ("Agreement"), for purposes of identification dated _ _ _ _ _ _ , 2025 is made and entered into by and between the CITY OF FAIRFIELD, a municipal corporation, hereinafter referred to as "City," and One Lake Holding, LLC, a Delaware limited liability company hereinafter referred to as "OLH." RE C IT A L S:
A. There is an existing 18-inch stormdrain pipe, located on the southeast corner of the City's Northbay Regional Water Treatment Plant (NBR) site (Assessor's Parcel Number (APN): 0166-060-200).
B. OLH is constructing a large residential development in the Train Station Specific Plan, commonly referred to as Planning Area 5, upstream from this 18-inch storm drain pipe and stormwater from a portion of this residential development is collected and conveyed towards the pipe. OLH desires to construct improvements to improve stormwater conveyance.
C. This Agreement concerns improvements commonly referred to as the City of Fairfield (APN: 166-060-120). Culvert Pipe Crossing DWR (DWR EP 2034) (the "Required Improvements").
A G R E E M E N T S:
The parties hereto agree as follows:
1. The General Contractor: City acknowledges and agrees that OLH is not a licensed contractor but that OLH will be contracting with a licensed general contractor (the "General Contractor") who will furnish, construct and install the Required Improvements pursuant to this Agreement. The contract between OLH and General Contractor for completion of the Required Improvements is referred to herein as the Construction Contract. -1-
2. 3.
4. Performance of Work: OLH agrees to furnish, construct, and install at its own expense, or cause to be furnished, constructed, and installed, all Required Improvements as shown on the plans and specifications, a copy of which is on file in the Office of the City Engineer and is incorporated herein by reference, along with any changes and modifications as may be required by the City Engineer due to errors of omission on the plans.
Work; Satisfaction of the City Engineer: All of the work on the Required Improvements is to be done at the places, with the materials, and in the manner and at the grades, all as shown upon the approved plans and specifications and the City's Standard Specifications and Details as authorized via Fairfield City Council Resolution 2014-93, and to the satisfaction of the City Engineer. No building permits or occupancy will be allowed for any building which fronts on improvements required by this Agreement until those improvements are constructed and approved by the City Engineer and the following conditions are satisfied:
a. Storm drainage utility infrastructure proposed as part of the Required Improvements shall be operational, connected and discharge to existing public infrastructure.
b. Any all-weather access roads to the building area within the right-of way, as approved by the Fire Marshal, shall be constructed consisting of a minimum six inches of aggregate base rock. c. See Section 21, "Additional Terms and Conditions", for additional building permit restrictions, if any.
Work; Time for Commencement and Performance: City fixes the time for the construction commencement of the work to be within fifteen (15) days following approval of this Agreement, and for its completion to be within 365 calendar days thereafter, based on the construction schedule provided by OLH and attached hereto as Exhibit A. At least fifteen (15) calendar days prior to the commencement of work hereunder, OLH shall notify the City Engineer in writing of the date fixed by OLH for construction commencement thereof, so that the City Engineer shall be able to provide -2-
7. services of inspection and a pre-construction meeting shall be held between the Parties.
5. Time of Essence: Extension: Time is of the essence of this Agreement, but the dates for commencement and completion of the work of construction may be extended pursuant to Sections 6 through 8 of this Agreement. The City Engineer shall be the sole and final judge as to whether good cause has been shown to entitle OLH to an extension.
6. Request for Extension; Granting: Requests for extension of commencement and completion date shall be in writing, and shall be delivered to City in the manner hereinafter specified for services of notices.
Extensions, if granted, shall be in writing; an oral extension shall not be valid for any purpose whatsoever.
Extension: No Release of Obligations: In the event it is deemed necessary by the City to extend the time of commencement or completion of the work , to be done under this Agreement beyond the dates specified herein, such extension as shall be granted shall in no way release any guarantee given by OLH pursuant to this Agreement, or to relieve or release those providing improvement security pursuant to this Agreement. The sureties in executing the bonds shall be deemed to have expressly agreed to any such extension of time.
Extension: Conditions: The granting of any extension may be conditioned upon OLH providing City with new or amended surety bonds in amounts increased to reflect increases in the costs of constructing the Required Improvements that have occurred prior to the granting of the extension or are likely to occur prior to the completion of work.
9. Improvement Security: Concurrently with the execution hereof, OLH shall furnish City:
(a) Improvement security in the sum of $281,033.00, which sum
8. is equal to one hundred ten percent (110%) of the estimated cost of constructing the Required lmproyements and the cost -3-
of any other obligation to be performed by OLH hereunder, securing the faithful performance of this Agreement.
(b) Separate improvement security in the sum of $140,517.00, which sum is equal to fifty-five percent (55%) of the estimated cost of constructing the Required Improvements, securing payment to the General Contractor, its subcontractors, and to persons furnishing labor, materials, or equipment to them for the construction of the Required Improvements.
The form of the improvement security shall be subject to the approval of the City Attorney. Improvement security shall be reduced or released by City only in the manner provided by the Ordinances of the City. No change, alteration, or addition to the terms of this Agreement or the plans and specifications accompanying the same shall in any manner affect the obligation of those providing improvement security pursuant to this Agreement.
10. Engineering and Inspection Fee: OLH shall:
(a) Pay to the City an engineering plan check fee of 1.35% of the total cost of the Required Improvements, as estimated by the City Engineer, less the initial plan check fee of one percent (1 %) of the total cost paid upon submittal of improvement plans, rounded to the nearest whole number. The total
amount of this fee still due is:
(1.35% X $255,484.00) - $1,350.00 = $2,099.03.
(b) Pay to the City an engineering and inspection fee of five and a half percent (5.5%) of the total cost of the Required Improvements, rounded to the nearest whole number, as
estimated by the City Engineer, being:
5.5% X $255,484.00 = $14,051.62.
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Fee includes only items of work to be inspected by the City. It is understood that such fee covers only those inspections and engineering work performed by the City during the normal working hours of the City.
11. Hold Harmless Agreement: OLH will indemnify, hold harmless and assume defense of, in any actions of law or in equity, the City of Fairfield, its officers, employees, agents, and elective and appointive boards from all claims, losses, damage, including property damage, personal injury, including death, and liability of every kind, nature and description, directly or indirectly arising from the operations of OLH, General Contractor or any subcontractor, or of any person directly or indirectly employed by, or acting as agent for OLH, General Contractor or any subcontractor, but not including the sole or active negligence or willful misconduct of the City of Fairfield. This indemnification shall extend to claims, losses, damages, injury and liability for injuries occurring after completion of the work as well as during the work's progress.
Acceptance of insurance certificates required under this Agreement does not relieve OLH from liability under this indemnity and hold harmless clause. \
This indemnity and hold harmless clause shall apply to all damages and claims for damages of every kind suffered, or alleged to have been suffered, by reason of any of OLH's, its General Contractor's or any subcontractor's operations regardless of whether or not such insurance policies shall have been determined to be applicable to any of such damages or claims for damages.
12. Contractor's Insurance: OLH shall not commence work under this Agreement or permit its General Contractor or any subcontractor to commence work thereunder until OLH shall have obtained or caused to be obtained all insurance required under this paragraph and such insurance shall have been approved by the City Engineer of City as to form, amount, and carrier. The insurance shall be maintained in force and effect until the completion of work under this Agreement and the acceptance thereof by -5-
City. All requirements herein provided shall appear either in the body of the insurance policies or as endorsements, and shall specifically bind the insurance carrier.
(a) WORKER'S COMPENSATION INSURANCE: OLH shall
obtain and maintain (or cause to be obtained and maintained) workers' compensation insurance for all OLH and General Contractor employees employed at the site of improvement.
Proof of a qualified self-insurance program is acceptable.
OLH shall require any sub-contractor similarly to provide workers' compensation insurance for all of the subcontractor's employees, unless such employees are covered by the
protection afforded by OLH or the General Contractor. In case any class of employees engaged in work under this
Agreement at the site of the project is not protected under any workers' compensation law, OLH shall provide, and shall cause General Contractor and each subcontractor to provide, adequate insurance for the protection of employees not
otherwise protected. OLH hereby agrees to indemnify City for any damage resulting to it from failure of General Contractor or any subcontractors to take out or maintain such insurance.
OLH shall provide the City Engineer with a certificate of insurance indicating workers' compensation coverage prior to engaging in any activity required by this Agreement.
(b) LIABILITY INSURANCE: OLH, at its sole expense, shall obtain and maintain (or cause to be obtained and maintained) an insurance policy or policies, issued by an insurer or insurers as defined by the California Insurance Code with an A.M. Best rating of B+/XII or A-N II or better, providing the City, its officers, employees, and agents, named as additional insureds under the policy, broad form property damage,
personal injury, automobile, employers', and comprehensive -6-
form liability insurance in the amount of not less than $3 million per occurrence. By the terms of the insurance policy or policies, such insurance shall be deemed primary
insurance, and no other insurance effected by the City or other named insureds will be called upon to cover a loss covered thereunder. See Exhibit C for the City's minimum insurance requirements.
In the event that any of the insurance policies provided for in this Section 12 insures any entity, persons, boards, or commissions other than those mentioned in this paragraph, such policy shall contain a standard form of cross-liability endorsement, insuring on such policy City, its elective and appointive boards, commissions, officers, agents, and employees, OLH, General Contractor and any subcontractor performing work covered by this Agreement. All stated minimum levels of insurance may be met by a combination of primary, excess, and umbrella insurance, including any fronting or captive insurance, provided lndemnitee is endorsed as an additional insured with regard to all such excess coverage.
City agrees that the insurance requirements in this Section 12 may be satisfied with insurance furnished by the General Contractor that meets such insurance requirements. In its contract with the General Contractor, OLH agrees to require the General Contractor to agree to include in its subcontracts with all of its subcontractors (a) the same requirements and provisions of this Agreement including the indemnity and Insurance requirements to the extent they apply to the scope of the subcontractors' work, and (b) the requirement that the subcontractors include such provisions in the subcontracts, if any, that such subcontractors enter into with its subcontractors.
13. Evidence of Insurance: OLH shall furnish the City Engineer prior to commencement of any work hereunder, with satisfactory evidence of the insurance required, and evidence that each carrier is required to give City -7-
16. at least thirty days prior notice of the cancellation or reduction in coverage of any policy during the effective period of this Agreement.
14. Title to Improvements: Title to and ownership of all improvements constructed hereunder shall vest absolutely in City upon completion and acceptance of such improvements by City.
15. Repair or Reconstruction of Defective Work: If, within a period of one year after final acceptance of the work performed under this Agreement, any improvement or part of any improvement furnished and/or installed or constructed, or caused to be installed or constructed by OLH, or any of the work done under this Agreement fails to fulfill any of the requirements of this Agreement or the specifications referred to herein, OLH shall without delay and without any cost to City, repair or replace or reconstruct, or cause to be repaired or replaced or reconstructed, any defective or otherwise unsatisfactory part or parts of the work or structure. Should OLH fail to act promptly or in accordance with this requirement, or should the exigencies of the case require repairs or replacements to be made before OLH can be notified, City may, at its option, make the necessary repairs or replacements or perform the necessary work, and OLH shall pay to City the actual cost of such repairs plus fifteen percent (15%) within thirty (30) days of the date of billing for such work by City.
Neither OLH nor General Contractor Are Agent of City: Neither OLH nor General Contractor nor any of OLH's or General Contractor's agents or subcontractors are or shall be considered to be agents of City in connection with the performance of the obligations under this Agreement.
17. Notice of Breach and Default: If OLH refuses or fails to obtain prosecution of the work, or any severable part thereof, with such diligence as will ensure its completion within the time specified, or any extension thereof, or fails to obtain completion of the work within such time, or if OLH should be adjudged a bankrupt, or OLH should make a general assignment for the benefit of OLH's creditors, or if a receiver should be appointed in the event of OLH's insolvency, or if OLH or its General Contractor or any of its -8-
subcontractors, agents, or employees should violate any of the provisions of this Agreement, City Engineer may serve written notice upon OLH and OLH's surety of breach of this Agreement, or of any portion thereof, and of default of OLH hereunder.
18. Breach of Agreement; Performance by Surety or City: In the event of any such notice, OLH's surety shall have the duty to take over and complete the work and the improvement herein specified; provided, however, that if the surety within fifteen (15) days after the serving of such notice of breach upon it does not give City written notice of its intention to take over the performance of the contract, and does not commence performance thereof within fifteen (15) days after notice to City of such election, City may take over the work and prosecute the same to completion by contract, or by any other method City may deem advisable, for the account and at the expense of OLH, and OLH's surety shall be liable to City for any excess cost of damages occasioned City thereby; and in such event, City, without liability for so doing, may take possession of and utilize in completing the work, such materials, appliances, plant and other property belonging to OLH or its General Contractor as may be on the site of the work and necessary therefor. OLH shall cause the Construction Contract to include a provision implementing the rights of City pursuant to this Section 18.
19. Notices: All notices herein required shall be in writing, and delivered in person or sent by registered mail, postage prepaid.
Notices required to be given to City shall be addressed as follows:
Fairfield City Hall, Attn: City Engineer
1000 Webster Street
Fairfield CA 94533
Notices required to be given to OLH shall be addressed as follows:
ONE LAKE HOLDING LLC
2121 N. CALIFORNIA BLVD, STE #1010
WALNUT CREEK CA 94596
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(To be completed by OLH)
Notices required to be given surety of OLH shall be addressed as follows:
ONE LAKE HOLDING LLC
2121 N. CALIFORNIA BLVD, STE #1010
WALNUT CREEK CA 94596
(To be completed by Surety)
Any party or the surety rriay change such address by notice in writing to the other party and thereafter notices shall be addressed and transmitted to the new address.
20. Oversizing: Public improvement oversizing and/or reimbursement as defined in City Code Chapter 68, Chapter 10, Article IV, Sections 10.56 through 10.65; and Chapter 25, Article Ill, Section 25.166.79 through
25.166.81 is not applicable.
21. Additional Terms and Conditions: This Agreement is subject to the following additional terms and conditions (except as specifically provided otherwise):
a) Approval of this Agreement shall not obligate the City to subsequently accept improvements which strictly conform to the plans referenced by this Agreement. All costs associated with modifications resulting from subsequent improvement plan changes required by the City shall be borne by OLH.
22. Prohibited Interest: No employee of the City shall have any direct financial interest in this Agreement. This Agreement shall be voidable at the opinion of the City if this provision is violated.
23. Local Employment Policy: The City of Fairfield desires, wherever possible, to hire qualified local residents to work on city projects. Local resident is defined as a person who resides in Solano County.
The City encourages an active affirmative action program on the part of its contractors, consultants, and OLHs.
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When local projects require, subcontractors, contractors, consultants, and OLHs will solicit proposals from qualified local firms where possible.
24. Qualified Bids: Both the City and OLH acknowledge and agree that the contractor chosen as the General Contractor will satisfy the City's bidding requirements applicable to reimbursements for the improvements to be constructed under this Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Improvement Agreement on the date set forth opposite its respective signatures.
Dated: - - - - - - - - - -
ATTEST:
By: _
City Clerk
City of Fairfield,
a municipal corporation
By: _
City Manager
One Lake Holding, LLC
a Delaw limited liability co pany
r .
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Exhibit A
Task Name Duration Start Finish
CULVERT PIPE CROSSING
Manually rade days Mon 8/4/25 Scheduled
Manually o days Fri 8/8/25 Scheduled
Manually poxy pipe DWR days ed 8/20/25 cheduled
Manually days ue 8/26/25 Scheduled
1 Exhibit 8
IMPROVEMENT AGREEMENT CHECK LIST
SUBDIVISION: City of Fairfield (APN: 166-060-120), Culvert Pipe Crossing DWR (DWR EP 2034) OWNER: One Lake Holding, LLC
ADDRESS: 2121 N. California Blvd., Ste #1010, Walnut Creek, CA 94596 COUNCIL MEETING DESIRED: June 3, 2025
SUBMISSION DEADLINE: noon May 7, 2025
DESCRIPTION QUANTITY UNIT COST AMOUNT RECD BY DATE
Plan Check Fee (less initial PC) 1.35% $255,484 $2,099
Engineering/Inspection Fee 5.5% $255,484 $14,052
FSSD Plan Check Fee NA $0
TOTAL: $16,151
Bid Estimate $255,484
Faithful Performance Bond 110% $281,033
Labor and Materials Bond 55% $140,517
Insurance Certificate $3 Million
Signed Agreement
Construction Plans
Executed Copies Provided to:
City Manager
City Engineer
OLH
3&cM, Inc.
I Description Quantity Unit Unit Price Total I Storm Drain System 50" Epoxy Coated Steel casing 62 LF $2,442.00 $151,404.00 36" HDPE N-12 Main 90 LF $234.00 $21,060.00
Rip Rap Outlet 1 EA $8,285.00 $8,285.00
Rip Rap Inlet 1 EA $5~100.00 $5,100.00
Warning Sign Plaque 2 EA $750.00 $1,500.00
Headwall 1 EA $59,955.00 $59,955.00
Cathodic Protection 1 LS $8,180.00 $8,180.00
Storm Drain System Subtotal@ $255,484.00
Proposal Total@ $255,484.00
NOTES TO PROPOSAL
THE BELOW LISTED NOTES TO PROPOSAL OUTLINE THE CONDITIONS OF THE PROPOSAL AND MUST BE INCLUDED AS AN INTEGRAL PART OF ANY SUBCONTRACT AGREEMENT OR PUROlASE ORDER.
DATE: MARCH 27, 2025
TO: MCKINLEY PARTNERS, LLC
ATTENTION: MARK ELROD
PROJECT: CANON STATION- CULVERT PIPE CROSSING DWR- FAIRFIELD, CA •REVISION 1• PROPOSAL IS BASED UPON THE FOLLOWING DOCUMENTS:
1. CITY OF FAIR FILED CULVERT PIPE CROSSING DWR IMPROVEMENT PLANS BY CBG DATED NOVEMEBR 2024. 20SHEETS.
_ESTIMATED DURATIONS- ONE Ill CREW WORKING EIGHT@) HOURS PER DAY, MONDAY-FRIDAY;
1. STORM: 9 DAYS
ESTIMATED DURATIONS ARE FOR PRODUCTION WORK ONLY. DURATIONS DO NOT INCLUDE TESTING OR #CLEANUP" (E.G. RAISE IRON, SET METER BOXES, ADJUST CLEANOUTS). THE DURATIONS ARE INFORMATIONAL ONLY ANO NON-BINDING. ANY FORMAL PROJECT SCHEDULES SHALL BE PROVIDED TO ANO APPROVED BY J&M.
SCOPE PROVISIONS;
1. TRENCH DEWATERING IS NOT REQUIRED PER SOILS REPORT INDICATIONS. ALL TRENCH DEWATERING IS EXLCUDEO. IF DEWATERING IS REQUIRED, ALL COSTS WILL BE TRACKED ON TIME AND MATERIALS.
2. IF BOULDERS ARE ENCOUNTERED DURING EXCAVATION, LOSS OF PRODUCTION TO HANDLE THE BOULDERS WILL BE TRACKED ON TIME AND MATERIALS.
3. PROPOSAL IS BASED UPON PIPE ZONE BEDDING AND BACKFILL PER CITY OF FAIRFIELD BUILDING DEPARTMENT SPECIFICATIONS. BACKFILLING OF TRENCH ZONE IS WITH NATIVE MATERIAL AFTER MOISTURE CONDITIONING. TRENCHES THAT ARE OUTSIDE THE DEMO SAWCUT LINE OR THAT ARE IN THE PUBLIC RIGHT-OF-WAY WILL BE SAWClJT, BACKFILLED AND PATCH PAVED PER CITY OF FAIRFIELD SPECIFICATIONS.
6700 Natlonal Drive, Livermore, CA 94550 I Tel: 925-724-0300 I Fax: 925-724-0 160 Updated March 2025
Exhibit C
INSURANCE REQUIREMENTS
OLH shall procure and maintain for the duration of the contract insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder by OLH, its agents, representatives, or employees.
1) MINIMUM SCOPE AND LIMITS OF INSURANCE
a) Commercial General Liability coverage (occurrence Form CG 00 01) with minimum limits of $3,000,000 per occurrence for bodily injury, personal injury, products and completed operations, and property damage. If Commercial General Liability or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit.
b) Automobile Liability coverage (Form CA 00 01 with Code 1 - any auto) with minimum limits of $3,000,000 per accident for bodily injury and property damage. c) Workers' Compensation insurance as required by the State of California and Employers' Liability insurance, each in the amount of $1,000,000 per accident for bodily injury or disease.
2) INDUSTRY SPECIFIC COVERAGES
If checked below, the following insurance is also required:
✓ Professional Liability Insurance / Errors and Omissions Liability in the minimum amount of $3,000,000 per occurrence.
D Pollution Liability Insurance in the minimum amount of $3,000,000 per occurrence □ Garage Keepers Insurance in the minimum amount of $3,000,000 per occurrence D Fidelity / Crime / Dishonesty Bond in the minimum amount of$ _ D MCS-90 Endorsement to Business Automobile insurance for transportation of hazardous materials and pollutants
□ Builder's Risk / Course of Construction Insurance in the minimum amount of $ _
3) INSURANCE PROVISIONS
a) Deductibles and Self-Insured Retentions. Any deductibles or self-insured retentions must be declared to and approved by the CITY. At the option of the CITY,
either the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects the CITY, its officers, officials, employees and volunteers; or OLH shall procure a bond guaranteeing payment of losses and related investigations, claim administration and defense expenses.
b) The general and automobile liability policies (and if applicable, pollution liability, garage keepers liability and builder's risk policies) are to contain, or be endorsed to contain, the following provisions:
i) The CITY, its officers, officials, employees and volunteers are to be covered as insureds as respects: liability arising out of work or operations performed by or on behalf of OLH; products and completed operations of OLH; premises owned, occupied or used by OLH; and automobiles owned, leased, hired or borrowed by OLH. The coverage shall contain no special limitations on the scope of protection afforded to the CITY, its officers, officials, employees or volunteers.
ii) For any claims related to this project, OLH'S insurance coverage shall be primary insurance as respects the CITY, its officers, officials, employees and volunteers. Any insurance or self-insured maintained by the CITY, its officers, officials, employees or volunteers shall be in excess of OLH'S insurance and shall not contribute with it.
iii) Any failure to comply with reporting or other provisions of the policies including breaches of warranties shall not affect coverage provided to the CITY, its officers, officials, employees or volunteers.
iv) OLH'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. v) Each insurance policy required by this clause shall be endorsed to state that coverage shall not be suspended, voided, canceled by either party, 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 CITY. vi) The policy limits of coverage shall be made available to the full limits of the policy. The minimum limits stated above shall not serve to reduce OLH'S policy limits of coverage. Therefore, the requirements for coverage and limits shall be (1) the minimum coverage and limits specified in this agreement, or (2) the broader coverage and maximum limits of coverage of any insurance policy or proceeds available to the named insured, whichever is greater. c) Acceptability of Insurer. Insurance is to be placed with insurers with a current A.M.
Best's rating of no less than A:VII, unless otherwise acceptable to the CITY.
Verification of Coverage. OLH shall furnish the CITY with original endorsements effecting coverage required by this Exhibit D. The endorsements are to be signed by a person
authorized by that insurer to bind coverage on its behalf; on forms equivalent to CG 20 10 11 85, subject to CITY approval; and submitted electronically through the Exigis insurance system to: [email protected]. All insurance certificates and endorsements are to be received and approved by the CITY before work commences. At the request of the CITY, OLH shall provide complete, certified copies of all required insurance policies, including endorsements affecting the coverage required by these specifications.
d) Sub-contractors. OLH shall require all subcontractors to procure and maintain insurance policies subject to the requirements of Exhibit D. Failure of OLH to verify existence of sub-contractor's insurance shall not relieve OLH from any claim arising from sub-contractors work on behalf of OLH.