AGREEMENT
THIS AGREEMENT is entered into this day of ______, 2024, by and between the City of Pleasant Hill ("City"), and CD & Power("Contractor").
WHEREAS, the City of Pleasant Hill called for bids to have work performed for the City of Pleasant Hill No. PSC-01-23 ("Project"); and
WHEREAS, the City Manager, under the powers authorized by the City Council in Resolution No. ___ accepts the lowest responsible bid by Contractor for the base bid sum amount of $829,239.60.
NOW, THEREFORE, City and Contractor agree as follows:
1. SCOPE OF SERVICES: Contractor will, in a workerlike manner, faithfully and fully perform the work as set forth in the plans and specifications for THE CITY
HALL/PUBLIC SERVICES CENTER & COMMUNITY CENTER EMERGENCY GENERATOR PROJECT and furnish all materials and labor, services and transportation necessary, convenient and proper; all strictly in accordance with the plans, drawings, and specifications.
2. INDEMNIFICATION: Contractor agrees to defend, indemnify and hold harmless the City, its officers, agents, and employees from all claims, demands, suits, losses, damages, injuries, and liability, direct or indirect including any and all costs and expenses in connection therewith, incurred by reason of any acts, errors, or omissions of Contractor, whether negligent or intentional, under or in connection with this Agreement. Contractor further agrees to defend the City, its officers, agents, and employees at its own cost, expense, and risk, and to pay and satisfy any resulting judgments. This indemnification provision shall not extend to any claim arising out of the active negligence, sole negligence, or willful misconduct of the City, its officers, agents, or employees.
3. INSURANCE: Contractor at its own cost and expense shall procure and maintain, for the duration of the contract, the following insurance policies with insurers possessing a Best's rating of no less than A:VII:
a. Worker's Compensation Coverage. Contractor shall maintain Worker's Compensation Insurance and Employer's Liability Insurance for his/her employees in accordance with the laws of the State of California. In addition, Contractor shall require each subcontractor to similarly maintain Worker's Compensation insurance in accordance with the laws of the State of California for all of the subcontractor's employees. Any notice of cancellation or non-renewal of all Worker's Compensation policies must be received by the City at least thirty (30) days prior to such change. b. General Liability Coverage. Contractor shall maintain commercial general liability insurance in an amount not less than two million dollars ($2,000,000) per occurrence for bodily injury, personal injury, and property damage. If a commercial liability insurance form or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to the work to be performed under this agreement or the general aggregate limit shall be at least twice the required occurrence limit.
c. Automobile Liability Coverage. Contractor shall maintain automobile liability insurance covering bodily injury and property damage for all activities of the Contractor arising out of or in connection with the work to be performed under this Agreement, including coverage for owned, hired, and non-owned vehicles, in an amount of not less than two million dollars ($2,000,000) combined single limit for each.
d. Policy Endorsements. Each general liability and automobile liability insurance policy shall be endorsed to contain the following specific language:
1. The City, its officers, officials, employees, and volunteers are to be covered as additional insureds with respect to liability arising out of work performed by or on behalf of the Contractor, including materials, parts or equipment furnished in connection with such work or operations. Coverage shall not extend to any indemnity coverage for the active negligence of the additional insured in any case where an agreement to indemnify the additional insured would be invalid under Civil Code section 2782(b).
2. This policy shall be considered primary insurance as respects the City, its officers, officials, employees, and volunteers. Any insurance maintained by the City, including any self-insured retention the City may have, shall be considered excess insurance only and shall not contribute with it.
3. This insurance shall act for each insured and additional insured as though a separate policy had been written for each, except with respect to the limits of liability of the insuring company.
4. The insurer waives all rights of subrogation against the City, its elected or appointed officers, officials, employees or agents.
5. Any explosion, collapse, and underground property damage exclusion must be deleted.
6. Any failure to comply with reporting provisions of the policies shall not affect coverage provided to the City, its elected or appointed officers, employees, agents or volunteers.
7. The insurance provided by this policy shall not be suspended, voided, canceled or reduced in coverage except after thirty (30) days written notice has been received by the City.
e. Deductibles and Self-Insured Retentions Any deductibles or self-insured retentions must be declared to and approved by the City. At the City's option, Contractor shall demonstrate financial capability for payment of such deductibles and self-insured retentions.
f. Certificates of Insurance and Endorsements. Contractor shall provide certificates and endorsements to City as evidence of the insurance coverage required herein. Certificates of such insurance shall be filed with the City on or before commencement of performance of this Agreement. Current certification of insurance shall be kept on file with the City at all times during the term of this Agreement.
g. Subcontractors. The Contractor shall either include all subcontractors as insureds under its policies or shall furnish separate certificates and endorsements for each subcontractor. The coverage for subcontractors is subject to all of the requirements for contractors as stated herein.
h. Umbrella Coverage. To the extent Consultant’s insurance obligations under this Agreement are met, in whole or in part, through the procurement of umbrella or excess insurance coverage, Consultant agrees to maintain said policy for the term of this Agreement. The insurance provided by any such policy shall not be suspended, voided, canceled or reduced in coverage except after thirty (30) days written notice has been received by the City.
4. PREFERENCE FOR LOCAL MATERIALS AND LABOR: The City desires to promote the industries and advantages of the City, and it is agreed that the Contractor in the construction of the work shall use products manufactured or produced by firms located within the City limits, and workers, laborers and mechanics located within the City limits in every case where price, fitness and quality are equal to that item of work specified in the Special Provisions.
5. NON-ASSIGNABILITY: Neither this Agreement, nor any part of it, nor any monies due or to become due hereunder, may be assigned by the Contractor without the consent and approval of the City, nor in any event without the consent and approval of the Contractor's surety, unless the surety waives its rights to notice of assignment.
6. BONDS: Contractors shall furnish and deliver the bonds as follows:
a. Faithful Performance Bond : 100% of contract price for the faithful performance by the Contractor of this Agreement. b. Labor and Materials Bond: 100% of the contract price for the payment of Labor and Materials by the Contractor of this Agreement.
c. Maintenance Bond: 10% of the contract price for the one-year maintenance period.
Bonds shall be on the forms prescribed for use and attached to this Agreement or on an approved alternate form with a surety approved by the City. The insured's carrier shall be registered with the State of California Department of Insurance.
7. INDEPENDENT CONTRACTOR: Contractor is an independent contractor and not an employee or agent of the City and has no authority to contract or enter into any other agreement in the name of the City. Contractor has, and hereby retains, full control over the employment, direction, compensation and discharge of all persons employed by contractor who are assisting in the performance of services under this Agreement. Contractor shall be fully responsible for all matters relating to the payment of its employees, including compliance with Social Security, withholding tax and all other laws and regulations governing such matters.
Contractor shall be responsible for its own acts and those of its subcontractors, agents and employees during the term of this Agreement.
8. ATTORNEY'S FEES AND COSTS: If either party brings any action or proceeding (including arbitration) to enforce, protect, or establish any right or remedy under this Agreement, the prevailing party shall be entitled to receive reasonable court costs and attorney's fees.
9. MISCELLANEOUS:
a. Contractor warrants that it can perform the work set forth in the design build RFP at the price set forth in Contractor's bid, a copy of which is attached as Exhibit "A." b. Contractor further warrants that it has thoroughly reviewed the design build RFP for the project and no mistake was made in the submittal of its bid based on the provided information.
c. Contractor further agrees to hold the City harmless from liability and indemnify it from any type of cost and liability that may result from Contractor's mistake in its bid based on the provided information in the RFP.
IN WITNESS WHEREOF, the parties have executed this Agreement on the date first written above.
CITY OF PLEASANT HILL, a CONTRACTOR:
Municipal Corporation of CD & Power
the State of California DBA: GOT Power Inc
By:________________________ By: Mike Sartorio
Ethan Bindernagel Mike Sartorio
CITY MANAGER Title: Business Development Manager
Contractor's License No. 757162
Expiration: 12/31/2025
Classification: C-10 A
Business License No. 39790
ATTEST:
__________________________
Lyone Conner, CITY CLERK
APPROVED AS TO FORM:
___________________________
Janet E. Coleson
CITY ATTORNEY
Attachments Exhibit A - Contractor's Bid Proposal
Exhibit B - Bond for Faithful Performance
Exhibit C - Bond for Labor, Maintenance and Materials
Exhibit D - Insurance Certificates
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