Amendment to Agreement Page 1 of 4 Form 2.2.1 (2018-01-12) On-Call Trucking Services
AMENDMENT NO. 1 TO AGREEMENT NO. 2021-166
On-Call Trucking Services
City Budget Code: 30030810-53270
30030820-53270
53060100-53270
This Amendment No. 1 (“Amendment”) to City Agreement No. 2021-166, entitled On-Call Trucking Services (“Agreement”), by and between the City of Napa, a California charter city (“City”), and Toby’s Trucking Inc., a California Corporation (“Consultant”), is effective on the Effective Date identified on the signature page.
RECITALS
A. City and Consultant entered into the Agreement, effective June 30, 2021, for an amount not to exceed $ 600,000, pursuant to which Consultant agreed to perform certain services described in the Agreement (“Services”), generally including on-call trucking services.
B. City has determined that additional Services (“Additional Services”) are required to continue, modify, or expand the Services performed under the Agreement , as set forth in the Scope of Additional Services and Schedule of Performance, attached hereto as Exhibit “A” and incorporated herein by reference.
NOW, THEREFORE, the City and the Consultant, for the mutual consideration described herein, agree as follows:
1. INCORPORATION BY REFERENCE . Unless otherwise specified, all subsequent references to the Agreement are deemed to mean the original Agreement as modified by any amendments preceding this Amendment, if any. This Amendment incorporates the Agreement by reference, except and only to the extent that any terms or conditions of the Agreement are specifically modified by this Amendment. All terms and conditions in the Agreement that are not specifically m odified by this Amendment remain in full force and effect.
2. SCOPE OF ADDITIONAL SERVICES. Consultant will perform the Additional Services described in Exhibit “A” in accordance with the terms and conditions of this Amendment.
3. PAYMENT. City will compensate Consultant for satisfactory performance of the Additional Services in an amount not to exceed $ 500,000. The cumulative total compensation payable to the Consultant will not exceed $1,100,000 without prior written authorization from the City ( based on $ 600,000 for the original Agreement and any prior amendments thereto, plus $500,000 for this Amendment).
4. NOTICES. Section 4 of the Agreement is hereby amended by deleting the existing language in its entirety and replacing it with the following:
All notices or requests required or contemplated by this Agreement will be in writing and delivered to the other party’s Authorized Representative by personal delivery, U.S. Mail, nationwide overnight delivery service, email, or as otherwise specified herein. Delivery is deemed effective upon the first to occur of: (a) actual receipt by a party’s Authorized Representative, (b) actual receipt at the address identified below, or (c) three business days following deposit in the U.S. Mail of registered or certified mail sent to the address identified below. A party’s contact information, below, may be changed by providing written notice of any change to the other party.
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Amendment to Agreement Page 2 of 4 Form 2.2.1 (2018-01-12) On-Call Trucking Services
TO CITY: DOMINIC DIGLORIA, MAINT. SUPERINTENDENT
CITY OF NAPA
P.O. Box 660
NAPA, CA 94559-0660
[email protected]
TO CONSULTANT: John Bromstad, Operations
421 Payan Street
Petaluma, CA 94952
[email protected]
5. ENTIRE AGREEMENT . Th e Agreement, as modified by this Amendment, constitutes the entire integrated understanding between the parties concerning the Additional S ervices. This Amendment supersedes all prior negotiations, agreements and understandings regarding the Additional Services, whether written or oral. The documents incorporated by reference into this Amendment are complementary; what is called for in one is binding as if called for in all, except and only to the extent otherwise specified . If any provision in an exhibit to this Amendment conflicts with or is inconsistent with a provision in the body of this Amendment, the provisions in the body of this Amendment will control over any such conflicting or inconsistent provisions.
6. SIGNATURES. The individuals executing this Amendment represent and warrant that they have the right, power, legal capacity, and authority to enter into and to execute this Amendment on behalf of the respective legal entities of Consultant and City. This Amendment shall inure to the benefit of and be binding upon the parties hereto and their respective successors and authorized assigns.
IN WITNESS WHEREOF, the Parties have executed this Amendment to be effective on the Effective Date set forth below.
CITY: CONSULTANT:
CITY OF NAPA, a California charter city Toby’s Trucking Inc., a California Corporation
By: By:
Julie Lucido, Public Works Director Toby Giacomini, Chief Executive Officer
ATTEST: By:
Kevin Noonan, Secretary, CFO
Tiffany Carranza, City Clerk
Date:
(“Effective Date”)
COUNTERSIGNED:
Joy Riesenberg, City Auditor
APPROVED AS TO FORM:
Michael W. Barrett, City Attorney
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Amendment to Agreement Page 3 of 4 Form 2.2.1 (2018-01-12) On-Call Trucking Services
EXHIBIT “A”
SCOPE OF SERVICES AND SCHEDULE OF PERFORMANCE
1.0. SCOPE OF SERVICES. Consultant will perform the Services described in this Exhibit “A,” in accordance with the terms of the Agreement.
1.1. Equipment. Upon City request, Contractor shall readily provide equipment with operators, including the following:
• 3- axle, 10-Wheel Dump Trucks
• 4- axle, 20-yard Super Dump® Trucks
• 5- axle, 20-24-yard Transfer & Semi End Dump Trucks
• 5- axle, 20-24-yard Double Bottoms & Semi Bottoms Dump Trucks
1.2. Purpose.
• Annual Local Streets Paving Program:
o Upon City request and direction, Contractor shall haul from supplier, asphalt and aggregate materials, and deliver to various job sites throughout the City for roadway paving.
• Sidewalk Improvement Program:
o Upon City request and direction, Contractor shall haul concrete and other construction debris from various job sites throughout the City and deliver to a permitted facility.
• On-call hauling services:
o Upon City request and direction, Contractor shall haul debris/spoils from various job sites throughout the City and deliver to a permitted facility.
2.0. SCHEDULE OF PERFORMANCE.
2.1. REQUESTS FOR SERVICES. Upon request by City, Consultant will provide the Services described above, beginning on July 1, 2021, and ending on June 30, 2023. The Services will be provided for a variety of individual matters, as required by the City. Upon request by the City’s Authorized Representative for Consultant to perform Services for a particular matter, Consultant will provide a written estimate of the time within which Services for the matter will be completed, and the estimated cost for providing the requested Services. Following written authorization from the City’s Authorized Representative, Consultant will perform and complete the Services as specified in the written authorization. Consultant is not entitled to payment for any Services performed without a written authorization, or for Services that exceed the scope of a written authorization. For purposes of this Section, the written estimate and written authorization may be provided on paper or in an electronic form.
3.0. PREVAILING WAGE COMPLIANCE. If this Agreement includes work performed during the “design and preconstruction phases of construction” (including inspection or field surveying services), as defined by “Prevailing Wage Laws” (as set forth in the California Labor Code, including section 1720 et seq.), the City hereby determines that those Services are “public works,” and this Agreement is subject to all applicable requirements of Chapter 1 of Part 7 of Division 2 of the Labor Code, and all related regulations, including requirements pertaining to wages, working hours, and workers’ compensation insurance, and the following provisions. Subconsultants performing “public works” under this Agreement are subject to all of the requirements of this Section.
3.1. Prevailing Wages. Consultant must comply with the prevailing wage requirements applicable in Napa County for each craft, classification, or type of worker needed to perform the Services, ATTACHMENT 1
Amendment to Agreement Page 4 of 4 Form 2.2.1 (2018-01-12) On-Call Trucking Services
including employer payments for health and welfare, pension, vacation, and apprenticeship.
The prevailing wage rates are on file with the City Engineer’s office and are also available online at http://www.dir.ca.gov/DLSR . Pursuant to Labor Code section 1775, Consultant will forfeit to City as a penalty up to $200 for each calendar day, or portion of a day, for each worker paid less than the applicable prevailing wage rate, in addition to paying each such worker the difference between the applicable prevailing wage rate and the amount actual paid to the worker.
3.2. Working Hours. Pursuant to Labor Code section 1810, eight hours of labor constitutes a legal day’s work. Pursuant to Labor Code section 1813, Consultant will forfeit to City as a penalty, the sum of $25 for each day during which a worker employed by Consultant is required or permitted to work more than eight hours during any one calendar day, or more than 40 hours per calendar week, unless such worker is paid overtime wages pursuant to Labor Code section 1815. All Services must be performed during City’s regular business days and hours, except as otherwise specified in this Agreement or subject to City’s prior written authorization.
3.3. Payroll Records. Consultant must maintain certified payroll records in compliance with Labor Code sections 1776 and 1812, and any implementing regulations promulgated by the Department of Industrial Relations (“ DIR”). For each payroll record, Consultant must certify under penalty of perjury that the information in the payroll is true and correct and complies with the requirements of Labor Code sections 1771, 1861, and 1815. Consultant must electronically submit certified payroll records as required by Labor Code section 1771.4(a).
3.4. Apprentices. If the total compensation payable under this Agreement is $30,000 or more, Consultant must comply with the apprenticeship requirements in Labor Code section 1777.5.
3.5. Compliance. The Agreement is subject to compliance monitoring and enforcement by the DIR.
Pursuant to Labor Code section 1725.5, Consultant must be registered with the DIR to perform public works projects, subject to any applicable exceptions, if any. Consultant must post all job site notices required by laws or regulations pursuant to Labor Code section 1771.4. Pursuant to Labor Code section 1861, by executing this Agreement, Consultant certifies as follows : “I am aware of the provisions of Labor Code 3700 which require every employer to be insured against liability for workers’ compensation or to undertake self -insurance in accordance with the provisions of that code, and I will comply with such provisions before commencing performance of the work on this contract.”
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