____________________________________________________________________________________
FOR CITY CLERK ONLY
Council Meeting:
Disposition:
Agenda Item No: 2.h
Meeting Date: April 6, 2026
SAN RAFAEL CITY COUNCIL AGENDA REPORT
Department: Public Works
Prepared by: Craig Veramay,
Assistant Library and Recreation
Director
April Miller, Public Works Director
City Manager Approval: ___________
TOPIC: PICKLEWEED CHILDCARE REPLACEMENT PORTABLE BUILDINGS
PROCUREMENT
SUBJECT: RESOLUTION AUTHORIZING THE CITY MANAGER TO EXECUTE AN AGREEMENT
WITH CLASS LEASING, LLC FOR THE PROCUREMENT AND INSTALLATION OF
PORTABLE BUILDINGS FOR THE PICKLEWEED CHILDCARE REPLACEMENT PORTABLES PROJECT, CITY PROJECT NO. C661145010, IN THE AMOUNT NOT TO EXCEED $849,606; CEQA DETERMINATION: EXEMPT PURSUANT TO CEQA GUIDELINE 15302
RECOMMENDATION:
Staff recommends that the City Council adopt a resolution authorizing a purchase agreement with Class Leasing, LLC in the not-to-exceed amount of $849,606 for the procurement of portable buildings for the Pickleweed Childcare Replacement Portables Project, City Project No. C661145010 (“Project”).
BACKGROUND:
The Pickleweed Preschool, located at Pickleweed Park in San Rafael’s Canal neighborhood, is a Cityoperated, state-subsidized Early Childhood Education facility that serves approximately 68 children each school year. The program is licensed through the California Department of Social Services and operates as a part-day preschool with morning and afternoon classrooms, five days per week, for approximately 175 days per year.
Pickleweed Preschool serves families who qualify for subsidized services through the State’s Centralized Eligibility List. The program is designed to support children in their preparation for kindergarten, with an emphasis on academic readiness, social development, and English language acquisition. A significant portion of enrolled children come from multilingual households, with Spanish and Vietnamese being the most common home languages.
The Pickleweed Preschool is an important community resource, providing affordable, high-quality early education opportunities to San Rafael families who may otherwise lack access to preschool programming. The program supports broader City goals related to equity, early childhood education, and community wellbeing.
SAN RAFAEL CITY COUNCIL AGENDA REPORT / Page: 2
ANALYSIS:
The City identified the need to improve the Pickleweed Preschool through an assessment of the existing structures, which determined that the portable buildings had reached the end of their useful life. The replacement of the portable buildings and the proposed site improvements are intended to enhance the quality and functionality of the preschool site.
San Rafael Municipal Code Section 2.55.100 allows for the city to purchase supplies, materials, equipment, or services and sales of surplus property made under a cooperative purchasing program, such as by utilizing purchasing agreements maintained by other public agencies, without complying with the competitive bidding requirements set forth in the municipal code. This purchase would utilize an existing purchasing agreement maintained by other public agencies. Class Leasing, LLC was identified to have an existing Public Works Contract with the Gonzales Unified School District for the City of San Rafael to “piggyback” on, utilizing an established 2023 price index for the manufacturing of the Project’s portable buildings.
Adoption of this resolution aligns with the goals of the City’s FY 2025-2028 Strategic Plan, including Goal G.3: “Ensure that all planning efforts and public investments are inclusive, community-informed, and designed to expand access to opportunity and address past and present disparities.” COMMUNITY OUTREACH:
The designs for this Project were presented to the Pickleweed Advisory Committee at their regularly scheduled meeting on October 1, 2025, and to the Park and Recreation Committee at their regularly scheduled meeting on October 16, 2025. Feedback from those meetings and events has been integrated into the final Project plan.
ENVIRONMENTAL DETERMINATION:
Staff reviewed the scope of work necessary for the Pickleweed Childcare Replacement Portables Project and determined that it qualifies for a categorical exemption under the California Environmental Quality Act (CEQA) Guidelines, Section 15302 for Replacement or Reconstruction. The key consideration for obtaining a categorical exemption is that the Project involves the replacement or reconstruction of existing structures and facilities, with the new structure located on the same site as the structure replaced and having substantially the same purpose and capacity. The scope of the Pickleweed Childcare Replacement Portables Project includes replacing the two existing classroom portable buildings and one existing administration portable building on-site.
FISCAL IMPACT:
The recommendation in this staff report would result in expenditures totaling an amount not to exceed $849,606 for the procurement of the classroom portable buildings. The Fiscal Year 2025-26 Budget approved by the City Council on June 2, 2025, includes appropriations totaling $1.325 million for this Project, including $1.3 million from the City’s Building Maintenance Fund (Fund 603) and $25,000 from the City’s Childcare Fund (Fund 208).
OPTIONS:
1. Adopt the proposed resolution to move forward with the procurement of the portable buildings for the Project.
2. Do not adopt the resolution and provide further direction to staff. This option will result in delays for the Project.
RECOMMENDED ACTION:
Staff recommends that the City Council adopt a resolution authorizing a Purchase Agreement with Class Leasing, LLC in the not-to-exceed amount of $849,606 for the procurement of portable buildings for the Pickleweed Childcare Replacement Portables Project, City Project No. C661145010 (“Project”).
SAN RAFAEL CITY COUNCIL AGENDA REPORT / Page: 3
ATTACHMENTS:
1. Resolution
2. Formal Construction Contract with Class Leasing, LLC.
3. Exhibit G – Class Leasing Sales Agreement
RESOLUTION NO.
RESOLUTION OF THE SAN RAFAEL CITY COUNCIL AUTHORIZING THE CITY MANAGER TO
EXECUTE AN AGREEMENT WITH CLASS LEASING, LLC FOR THE PROCUREMENT AND
INSTALLATION OF PORTABLE BUILDINGS FOR THE PICKLEWEED CHILDCARE REPLACEMENT PORTABLES PROJECT, CITY PROJECT NO. C661145010, IN THE AMOUNT NOT TO EXCEED $849,606; CEQA DETERMINATION: EXEMPT PURSUANT TO CEQA GUIDELINE 15302 WHEREAS, the City of San Rafael has identified Class Leasing, LLC as the most cost-effective supplier for the manufacturing, delivery, and installation of three replacement portable buildings; and WHEREAS, funding in the amount of $1,325,000 has previously been approved for this Project through the fiscal year (FY) 2024-25 and FY 2025-26 budget; and WHEREAS, staff has found the proposal from Class Leasing, LLC to be complete and within industry standards; and
WHEREAS, the City of San Rafael will utilize “piggybacking” on an existing public work contract between Class Leasing, LLC and the Gonzalez Unified School District for cost-saving measures; and WHEREAS, Class Leasing, LLC has submitted a proposal to provide three portable buildings for the City’s Pickleweed Childcare Replacement Portables Project for an amount not to exceed $849,606.
NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF SAN RAFAEL RESOLVES as follows:
1. The foregoing recitals are true and correct.
2. The City Council finds that the Project is exempt from review under the California Environmental Quality Act (CEQA), pursuant to CEQA Guideline 15302 for replacement and reconstruction; and
3. The City Manager is authorized and directed to execute a Formal Construction Agreement for the Project, in a form approved by the City Attorney, with Class Leasing, LLC, for procurement and installation of three portable buildings, for a total not to exceed contract amount of $849,606.
4. The Director of Public Works is hereby authorized to take any and all such actions and make changes as may be necessary to accomplish the purpose of this resolution.
I, LINDSAY LARA, Clerk of the City of San Rafael, hereby certify that the foregoing resolution was duly and regularly introduced and adopted at a regular meeting of the City Council of said City on Monday, the 6th day of April 2026, by the following vote, to wit:
AYES: Councilmembers:
NOES: Councilmembers:
ABSENT: Councilmembers:
_____________________
Lindsay Lara, City Clerk
v. May 2025 Page 1
CITY OF SAN RAFAEL
Public Works Contract
This public works contract (“Contract”) is entered into by and between the City of San Rafael (“City”) and Class Leasing, LLC (“Contractor”), a California Limited Liability Company for work on the City’s Pickleweed Preschool Replacement Portables (“Project”), and is effective on the date signed by all parties below (“Effective Date”).Error! Reference source not found.
The parties agree as follows:
1. Scope of Work. Contractor will perform and provide all labor, materials, equipment, supplies, transportation, and any and all other items or services necessary to perform and complete the work required for the Project (“Work”), as specified in Exhibit A, Scope of Work, and according to the terms and conditions of this Contract, including all attachments to the Contract and any other documents and statutes incorporated by reference. To the extent that any attachment contains provisions that conflict or are inconsistent with the terms set forth in the body of this Contract, the Contract terms will control. This Project requires a valid California contractor’s license for the following classification(s): __B___________.
2. Compensation. As full and complete compensation for Contractor’s timely performance and completion of the Work in strict accordance with the terms and conditions of the Contract Documents, City will pay Contractor in accordance with the rates and/or prices set forth in Exhibit A up to the not-to-exceed amount of $849,606 (the “Contract Price”) for all of Contractor’s direct and indirect costs to perform the Work, including all labor, materials, supplies, equipment, taxes, insurance, bonds and all overhead costs, in accordance with the payment provisions contained herein.
2.1 Payment. Contractor will bill City on a monthly basis for Work Performed by Contractor during the preceding month, itemizing labor, materials, equipment and any incidental costs incurred by the Contractor, and subject to verification by City. The Contractor may include subcontractor costs in its invoices, provided that such costs do not exceed the actual amount incurred by the Contractor plus a markup not exceeding ten percent (10%). Contractor warrants that title to all work, materials and equipment incorporated into the Work will pass to City free of any claims, liens, or encumbrances upon payment to Contractor.
2.2 Payment and Performance Bonds. If the Contract Price is over $25,000, then Contractor must provide City with a payment bond and a performance bond using the bond forms included in this Contract as Exhibit C, Bond Forms, and submit the bonds with the executed Contract. Each bond must be issued by a surety admitted in California. If an issuing surety cancels a bond or becomes insolvent, Contractor must provide a substitute bond from a surety acceptable to City within seven days after written notice from City. If Contractor fails to substitute an acceptable surety within the v. May 2025 Page 2
specified time, City may, in its sole discretion and without prior notice to Contractor, purchase such bond(s) at Contractor’s expense and deduct the cost from payments otherwise due to Contractor, or terminate the Contract. Bond costs will be in addition to the proposed sales price of the project, as detailed in Exhibit G, Sales Agreement.
3. Contract Documents. The Contract Documents incorporated into this Contract include and are comprised of all of the documents listed below:
3.1 Contract;
3.2 Exhibit A – Scope of Work;
3.3 Exhibit B – Insurance Requirements
3.4 Exhibit C – Bonds for Payment, Performance, and if applicable, Bid;
3.5 Exhibit D – Noncollusion Declaration;
3.6 Exhibit E – Bid Schedule, if any
3.7 Exhibit F – Subcontractor List, if any
3.8 Exhibit G – Class Leasing Executed Sales Proposal
3.9 Exhibit H - Approved DSA Plans
3.10 Exhibit I - Executed Change Orders
3.11 Notice Inviting Bids, if any
3.12 Addenda, if any
4. Term of Contract. This Contract becomes effective upon the date listed as "Effective Date" and shall remain in effect until the completion of all obligations of both Parties hereto, or on March 1, 2027, whichever comes first, unless terminated or amended as provided herein.
4.1 Performance Time. Contractor will fully complete the Work within eight (8) months from the date the City authorizes Contractor to proceed with the Work (“Performance Time”), plus any legitimate Change Orders for time due to delays not the fault of the Contractor.
5. Liquidated Damages. If Contractor fails to complete the Work within the Performance Time, Contractor must pay liquidated damages in the amount of $900 per day for each day of unexcused delay in completion. Substantial Completion, as reasonably determined by the City, shall constitute completion of work.
6. Standard of Care. All Work must be provided in a manner that meets or exceeds the standard of care applicable to the same type of work in the City of San Rafael. Contractor must promptly correct, at Contractor’s sole expense, any Work that the City determines is deficient or defective.
7. Permits and Licenses. Contractor, at its sole expense, must obtain and maintain during the term of this Contract, all appropriate permits, certificates and licenses including, but not limited to, the required California contractor’s license and a City business license.
v. May 2025 Page 3
8. Indemnification. Contractor will indemnify, defend with counsel acceptable to City, and hold harmless to the full extent permitted by law, City, its governing body, officers, agents, employees, and volunteers (the “Indemnitees”) from and against any and all liability, demands, loss, damage, claims, settlements, expenses, and costs (including, without limitation, attorney fees, expert witness fees, and costs and fees of litigation) (collectively, “Liability”) of every nature arising out of or in connection with the acts or omissions of Contractor, its employees, subcontractors, representatives, or agents in performing the Work of failing to comply with any obligation of Contractor under this Contract, except such Liability caused by the active negligence, sole negligence, or willful misconduct of an Indemnitee. This indemnification obligation is not limited by any limitation on the amount or type of damages or compensation payable under Workers’ Compensation or other employee benefit acts, or by insurance coverage limits, and will survive the expiration or early termination of this Contract. City will notify Contractor of any third-party claim pursuant to Public Contract Code section 9201.
9. Insurance. During the term of this Contract, and for any time period set forth in Exhibit B, Contractor shall procure and maintain in full force and effect, at no cost to City insurance policies with respect to employees and vehicles assigned to the performance of work under this Contract with coverage amounts, required endorsements, certificates of insurance, and coverage verifications as defined in Exhibit B as provided by Class Leasing Certificate of Insurance.
10. Labor Code Compliance. Unless the Contract Price is $1,000 or less, the Contract is subject to all applicable requirements of Chapter 1 of Part 7 of Division 2 of the Labor Code, beginning at section 1720, and the related regulations, including but not limited to requirements pertaining to wages, working hours and workers’ compensation insurance. Contractor must also post all job site notices required by laws or regulations pursuant to Labor Code section 1771.4.
10.1 Prevailing Wages. Each worker performing Work on-site under this Contract is covered under Labor Code section 1720 or 1720.9, must be paid at a rate not less than the prevailing wage as defined in sections 1771 and 1774 of the Labor Code. The prevailing wage rates are on file with the City Engineer’s office and are available online at http://www.dir.ca.gov/DLSR. Pursuant to Labor Code section 1775, Contractor and any subcontractor 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 worker the difference between the applicable wage rate and the amount actually paid.
10.2 Working Day. Pursuant to Labor Code section 1810, eight hours of labor consists of a legal day’s work. Pursuant to Labor Code section 1813, Contractor will forfeit to City as a penalty the sum of $25 for each day during which a worker employed by Contractor or any subcontractor is required or permitted to work more than eight hours during any one calendar day, or more than 40 hours per calendar week, unless v. May 2025 Page 4
such workers are paid overtime wages under Labor Code section 1815. All Work must be carried out during regular City working days and hours unless otherwise specified in Exhibit A or authorized in writing by City.
10.3 Payroll Records. Contractor and its subcontractors must maintain certified payroll records in compliance with Labor Code sections 1776 and 1812, and all implementing regulations promulgated by the Department of Industrial Relations (“DIR”).
For each payroll record, Contractor and its subcontractors must certify under penalty of perjury that the information in the record is true and correct, and that it has complied with the requirements of Labor Code sections 1771, 1811, and 1815. Unless the Contract Price is under $25,000, Contractor must electronically submit certified payroll records to the Labor Commissioner as required under California law and regulations.
10.4 Apprentices. If the Contract Price is $30,000 or more, Contractor must comply with the apprenticeship requirements in Labor Code section 1777.5.
10.5 DIR Monitoring, Enforcement, and Registration. Project is subject to compliance monitoring and enforcement by the DIR pursuant to Labor Code section 1725.5, and, subject to the exception set forth below, Contractor and any subcontractors must be registered with the DIR to perform public works projects. The registration requirements of Labor Code section 1725.5 do not apply if the Contract Price is for under $25,000.
10.6 Off-Site Work. The parties acknowledge that some of the Work may be performed offsite. Offsite work may be subject to California prevailing wage laws, including but not limited to Labor Code sections 1720 et seq. Contractor shall be solely responsible for determining whether California prevailing wages laws apply to the offsite Work and for complying with prevailing wage requirements to the extent they are applicable, including without limitation payment of wages, employment of apprentices, recordkeeping, and submission of certified payroll records.
To the fullest extent permitted by law, Contractor shall defend (with counsel reasonably approved by City), indemnify, and hold harmless City, its elected officials, officers, employees, agents, and volunteers from and against any and all claims, demands, liabilities, damages, penalties, fines, assessments, losses, costs, and expenses (including without limitation attorneys’ fees and costs) arising out of or related to (i) Contractor’s determination regarding the applicability of prevailing wage laws to offsite Work, or (ii) any failure by Contractor or its subcontractors to comply with applicable prevailing wage requirements to offsite Work. Contractor’s obligations under this section shall survive completion of the Work or termination of this Agreement.
11. Workers’ Compensation Certification. Under Labor Code section 1861, by signing this Contract, Contractor certifies as follows: “I am aware of the provisions of Labor Code section 3700 which require every employer to be insured against liability for workers’ compensation or to undertake self-insurance in accordance with the provisions v. May 2025 Page 5
of that code, and I will comply with such provisions before commencing the performance of the Work on this Contract.”
12. Termination.
12.1 Termination for Convenience. City reserves the right to terminate all or part of the Contract for convenience upon written notice to Contractor. Upon receipt of such notice, Contractor must: immediately stop the Work, including under any terms or conditions that may be specified in the notice; comply with City’s instructions to protect the completed Work and materials; and use its best efforts to minimize further costs. In the event of City’s termination for convenience, Contractor waives any claim for damages, including for loss of anticipated profits from the Project. If City terminates the Contract for convenience, City will only owe Contractor payment for the Work satisfactorily performed before Contract termination, as well as five percent of the total value of the Work performed as of the date of notice of termination or five percent of the value of the Work yet to be completed, whichever is less, which is deemed to cover all overhead and profit to date.
After issuance of Notice To Proceed for off-site fabrication work, the City acknowledges that the Contractor costs incurred may be close to or equal to the full contract value, and that the City will be responsible for the payment of work satisfactorily performed before termination, which may include Contractor supply and equipment procurement pre-fabrication.
12.2 Termination for Default. The City may terminate this Contract for cause for any material default. Contractor may be deemed in default for a material breach of or inability to perform the Contract, including Contractor’s refusal or failure to supply sufficient skilled workers, proper materials, or equipment to perform the Work within the Performance Time; refusal or failure to make prompt payment to its employees, subcontractors, or suppliers or to correct rejected work; disregard of laws, regulations, ordinances, rules, or orders of any public agency with jurisdiction over the Project; lack of financial capacity to complete the Work within the Performance Time; or responsibility for any other material breach of the Contract requirements. If City terminates the Contract for cause, City will only owe Contractor payment for the Work satisfactorily performed before Contract termination.
13. Dispute Resolution. Any dispute arising under or related to this Contract is subject to mediation in accordance with CA law prior to litigation.
14. Waiver. A waiver by City of any breach of any term, covenant, or condition in this Contract will not be deemed a waiver of any subsequent breach of the same or any other term, covenant, or condition contained herein, regardless of the character of any such breach.
15. Warranty. Contractor guarantees and warrants the Work and the materials used or provided for the Project for a period of one year, beginning upon City’s acceptance of v. May 2025 Page 6
the Work for the Project as substantially complete (“Warranty Period”) as reasonably determined by the City. During the Warranty Period, upon notice from the City of any defect in the Work or the materials, Contractor must, at its sole expense, promptly repair or replace the defective Work or materials, including repair or replacement of any other Work or materials that is or are displaced or damaged during the warranty work, excepting any damage resulting from ordinary wear and tear.
16. Worksite Conditions.
16.1 Clean and Safe. Contractor must maintain the Work site and staging and storage areas in a clean and neat condition and must ensure it is safe and secure. On a daily basis the Contractor must remove and properly dispose of debris and waste materials from the Work site.
16.2 Inspection. Contractor will make the Work accessible at all times for inspection by the City during regular working hours. Building shall be locked during nonworking hours.
16.3 Hazardous Materials. Unless otherwise specified in the Contract documents, this Contract does not include the removal, handling, or disturbance of any asbestos or other hazardous materials, as identified by any federal, state, or local law or regulation. If Contractor encounters materials on the Project site that Contractor reasonably believes to be asbestos or other hazardous materials, and the asbestos or other hazardous materials have not been rendered harmless, Contractor may continue Work in unaffected areas reasonably believed to be safe, but must immediately cease Work on the area affected and report the condition to City. No asbestos, asbestoscontaining products or other hazardous materials may be used in performance of the Work.
16.4 Utilities, Trenching and Excavation. As required by Government Code section 4215, if, during the performance of the Work, Contractor discovers utility facilities not identified by City in the Contract documents, Contractor must immediately provide written notice to City and the utility. In performing any excavations or trenching work, Contractor must comply with all applicable operator requirements in Government Code sections 4216 through 4216.5. If the trenching or excavation extends deeper than four feet below the surface, then it must also comply with Public Contract Code section 7104.
17. Records. Unless otherwise specified in Exhibit A, Contractor must maintain and update a separate set of as-built drawings while the Work is being performed, showing changes from the Work as planned in Exhibit A, or any drawings incorporated into this Contract.
18. Conflicts of Interest. Contractor, its employees, subcontractors and agents, may not have, maintain or acquire a conflict of interest in relation to this Contract in violation of any City ordinance or policy or in violation of any California law, including v. May 2025 Page 7
under Government Code section 1090 et seq. and under the Political Reform Act as set forth in Government Code section 81000 et seq. and its accompanying regulations. Any violation of this Section constitutes a material breach of the Contract.
19. Non-Discrimination. No discrimination will be made in the employment of persons under this Contract because of the race, color, national origin, ancestry, religion, gender or sexual orientation of such person.
20. Independent Contractor. City and Contractor intend that Contractor will perform the Work under this Contract as an independent contractor. Contractor is solely responsible for its means and methods in performing the Work. Contractor is not an employee of City and is not entitled to participate in health, retirement or any other employee benefits from City.
21. Assignment of Unfair Business Practice Claims. Under Public Contract Code section 7103.5, Contractor and its subcontractors agree to assign to City all rights, title, and interest in and to all causes of action it may have under section 4 of the Clayton Act (15 U.S.C. section 15) or under the Cartwright Act (Chapter 2 (commencing with section 16700) of Part 2 of Division 7 of the Business and Professions Code), arising from purchases of goods, services, or materials pursuant to the Contract or any subcontract.
This assignment will be effective at the time City tenders final payment to Contractor, without further acknowledgement by the parties.
22. Notice. Any notice, billing, or payment required by or pursuant to the Contract documents must be made in writing, signed, dated and sent to the other party by personal delivery, U.S. Mail, a reliable overnight delivery service, or by email as a PDF (or comparable) file. Notice is deemed effective upon delivery unless otherwise specified. Notice for each party must be given as follows:
City:
Address: 111 Morphew Street
City/State/Zip: San Rafael, CA 94901
Phone: (415)-458-5006
Attn: John Thomas
Email: [email protected]; CC
[email protected]
Contractor:
Name: Error! Reference source not found. Class Leasing, LLC Address: 1651 S. Juanita Street
City/State/Zip: San Jacinto, CA 92583
Phone: (559)-939-2589
Attn: Drew Sylvia / Lori Whittington
Email: [email protected]
v. May 2025 Page 8
23. General Provisions.
23.1 Compliance with All Laws. Contractor will comply with all applicable federal, state, and local laws and regulations including, but not limited to, unemployment insurance benefits, FICA laws, conflict of interest laws, and local ordinances. Work may only be performed by qualified and experienced workers who are not employed by the City and who do not have any contractual relationship with City, with the exception of this Contract.
23.2 Provisions Deemed Inserted. Every provision of law required to be inserted in the Contract is deemed to be inserted, and the Contract will be construed and enforced as though such provision has been included. If it is discovered that through mistake or otherwise that any required provision was not inserted, or not correctly inserted, the Contract will be deemed amended accordingly.
23.3 Assignment and Successors. Contractor may not assign its rights or obligations under this Contract, in part or in whole, without City’s written consent. This Contract is binding on Contractor’s and City’s lawful heirs, successors and permitted assigns.
23.4 Third Party Beneficiaries. There are no intended third-party beneficiaries to this Contract.
23.5 Governing Law and Venue. This Contract will be governed by California law and venue will be in the Superior Court of Marin County, and no other place.
23.6 Amendment. No amendment or modification of this Contract will be binding unless it is in a writing duly authorized and signed by the parties to this Contract. Change orders requested by Contractor must be submitted and approved in writing by the City prior to work commencing. Any change order work done on a time and materials basis may not exceed a cumulative total markup of fifteen percent (15%).
23.7 Integration; Severability. This Contract and the Contract documents incorporated herein, including authorized amendments or change orders thereto, constitute the final, complete, and exclusive terms of the contract between City and Contractor. If any provision of the Contract documents, or portion of a provision, is determined to be illegal, invalid, or unenforceable, the remaining provisions of the Contract documents will remain in full force and effect.
23.8 Authorization. Each individual signing below warrants that he or she is authorized to do so by the party that he or she represents, and that this Contract is legally binding on that party. If Contractor is a corporation, signatures from two officers of the corporation are required pursuant to California Corporation Code section 313. [Signatures are on the following page.]
v. May 2025 Page 9
The parties agree to this Contract as witnessed by the signatures below:
CITY OF SAN RAFAEL:
_________________________________
________________________________,
_________________________________
Executed on:_______________________
APPROVED AS TO FORM:
Office of the City Attorney
_________________________________
________________________________,
_________________________________
ATTEST:
City Clerk
_________________________________
________________________________,
_________________________________
CONTRACTOR:
__________________________________
By: ____________________________
Name: ____________________________
Title: ____________________________
[If Contractor is a corporation, second
corporate officer signature required]
__________________________________
By: ____________________________
Name: ____________________________
Title: _____________________________
Contractor’s California License Number(s)
and Expiration Date(s) (required under
Section 7 of the Contract):
___________________________________
___________________________________
Exhibit A: Scope of Work
Exhibit B: Insurance Requirements
Exhibit C: Bond Forms
Exhibit D: Noncollusion Declaration
Exhibit E: Bid Schedule (when applicable)
Exhibit F: Subcontractor List
END OF CONTRACT
v. May 2025 Exhibit A
Exhibit A
SCOPE OF WORK
This is an Exhibit attached to, and made a part of the Contract by and between Contractor and the City providing for the referenced services. The Scope of Work includes:
1. Description of the Work:
1.1 Description: Class Leasing, LLC. to manufacture, deliver, and install three (3) portable buildings for the Pickleweed Childcare Replacement Portables project.
2. Specific Tasks:
As part of the Scope of Work, the Contractor shall perform the following tasks:
2.1 Task 1 – Manufacture (2) 24' X 40' New DSA approved classroom w/primary unisex restroom & w/vinyl plank flooring 4" rubber base and (1) 24' X 40' New DSA Office building.
Class Leasing will supply electronic color selections to choose from for the construction (if non-standard purchase).
Selections will need to be made prior to procurement of materials and production or preparation of buildings.
The Classrooms and Office Buildings are described as follows:
a) Classrooms 1 & 2: 24' X 40' New DSA approved w/standard sheet vinyl flooring /4" rubber base w CPI 1.5%
b) Classrooms 1 & 2 Tenant Improvements: Interior Primary Unisex student TK Toilet & sink (x1), changing table, 4' FRP ponywall, casework- student cabinet w/sink & bubbler(x1), exterior door (x2), canopies (x2), plumbing manifold/plumb wall supply and drain.
c) Office Building 24' X 40' New DSA 11x8 Office, Lobby 11x8, Meeting room 12x13, Multi purpose 20x20 room, Kitchen 11x7, Storage 7x4 Laundry room, standard sheet vinyl flooring /4" rubber base and carpet w/4" rubber base, plumbing manifold/plumb wall supply and drain (x2/building)w CPI 1.5%
d) Office Tenant Improvements: Interior Demising walls, interior doors, exterior doors, 8040 sliding windows exterior(x2), counter with dual sink/disposal, casework- kitchen cabinets upper & lower w/backing, W/D floor drain, Ventilation rough in, Range hood installed, Plenum wall w/air v. May 2025 Exhibit A
return & supply, Hose bib /recessed, 200 amp panel, 110 v dedicated lines (x3), 220 v dedicated lines (x2) electrical (x8),data boxes (x8) Inclusions for the 2 Classrooms are as follows:
Inclusions for the Office are as follows:
v. May 2025 Exhibit A
Task 2 – Deliver and install the three (3) manufactured portable buildings to the project site located at 40 Canal St, San Rafael, CA 94901.
Mobilization includes the following:
- Delivery/per floor
- Installation 24x40 Classrooms/Office-on wood foundation /prevailing wage
- Material-24x40 Classrooms /Office wood foundation material (x3)
- Installation: plumbing manifold/plumb wall supply and drain (x3/building)/prevailing wage
- Material: plumbing manifold/plumb wall supply and
drain(x2/building)
- Tenant Improvements: Fire Sprinkler w/Riser for all buildings (x3) 24x40
- Crane x 8hrs (based on site conditions)
- Forklift x 8hr (based on site conditions)
- Permits: CHP public roads travel requirements, Engineering structural PC plan, Mobilization-PM
DELIVERABLES
Contractor’s deliverables under the Contract are enunciated throughout the Contract and include but are not limited to the following:
1. Project Deliverables:
v. May 2025 Exhibit A
1. Three (3) portable buildings. The project portable buildings to include two (2) classroom portable buildings and one (1) office portable building.
METHOD OF PAYMENT
Subject to the terms and conditions of this Contract, Contractor shall be paid on a basis set forth herein by the checked boxes below:
☐ A fixed fee for the work performed
☒ On a time and materials basis for the work performed based on the following unit rates:
v. May 2025 Exhibit A
SCHEDULE
Class Leasing, LLC to manufacture the three (3) portable buildings on schedule for delivery and installation in June/July 2026.
– END OF EXHIBIT A –
v. May 2025 Exhibit B
Exhibit B
INSURANCE REQUIREMENTS
Contractor will, at all times under this Contract, maintain the insurance coverage required in this Exhibit B to cover the activities of Contractor and any subcontractors relating to or arising from performance of the Work. Each policy must be issued by a company licensed to do business in California, and with a strength and size rating from A.M. Best Company of A-VIII or better. Contractor must provide City with certificates of insurance and required endorsements as evidence of coverage with the executed Contract, or through the PINSAdvantage website https://www.pinsadvantage.com/ upon request by the City, and before the City authorizes Contractor to proceed with the Work.
1. Workers’ Compensation. Statutory coverage is required by the California Workers’ Compensation Insurance and Safety Act. If Contractor is self-insured, it must provide its duly authorized Certificate of Permission to Self-Insure. In addition, Contractor must provide employer’s liability insurance with limits of no less than one million dollars ($1,000,000) per accident for bodily injury or disease.
2. Liability. Commercial General Liability (“CGL”) insurance issued on an occurrence basis, including coverage for liability arising from Contractor’s or its subcontractor’s acts or omissions in performing the Work, including Contractor’s protected coverage, blanket contractual, products and completed operations, broad form property damage, vehicular coverage, and employer’s non-ownership liability coverage, with limits of at least $2,000,000 per occurrence and $4,000,000 general aggregate.
3. Automotive. Commercial automotive liability coverage for owned, non-owned and hired vehicles must provide coverage of at least $2,000,000 combined single limit per accident for bodily injury, death, or property damage.
4. Pollution Liability Insurance: This Section is Not Applicable
5. Builder’s Risk Insurance: This Section is Not Applicable
6. Subrogation Waiver. Each required policy must include an endorsement that the insurer waives any right of subrogation it may have against the City or the City’s insurers.
7. Required Endorsements. The CGL policy, the automotive liability policy, pollution liability policy, and builder’s risk policy must include the following specific endorsements:
v. May 2025 Exhibit B
(1) The City, including its Council, officials, officers, employees, agents, volunteers and consultants (collectively, “Additional Insured”) must be named as an additional insured for all liability arising out of the operations by or on behalf of the named insured, and the policy must protect the Additional Insured against any and all liability for personal injury, death or property damage or destruction arising directly or indirectly in the performance of the Contract other than acts of negligence or direct performance of the City or its Employees. (2) The inclusion of more than one insured will not operate to impair the rights of one insured against another, and the coverages afforded will apply as though separate policies have been issued to each insured.
(3) The insurance provided is primary and no insurance held or owned by City may be called upon to contribute to a loss (“primary and non-contributory”).
(4) Any umbrella or excess insurance must contain or be endorsed to contain a provision that such coverage will also apply on a primary or non-contributory basis for the benefit of City before the City’s own insurance or self-insurance will be called upon to protect it as a named insured.
(5) This policy does not exclude explosion, collapse, underground excavation hazard, or removal of lateral support.
Contractor’s Responsibilities. This Exhibit B establishes the minimum requirements for Contractor’s insurance coverage in relation to this Project, but is not intended to limit Contractor’s ability to procure additional or greater coverage.
Contractor is responsible for its own risk assessment and needs and is encouraged to consult its insurance provider to determine what coverage it may wish to carry beyond the minimum requirements of this Section. Contractor is solely responsible for the cost of its insurance coverage, including premium payments, deductibles, or self-insured retentions, and no Additional Insured will be responsible or liable for any of the cost of Contractor’s insurance coverage.
Deductibles and Self-Insured Retentions. This section is Not Applicable.
Subcontractors. Contractor must ensure that each Subcontractor is required to maintain a minimum of $1,000,000 insurance coverage , with respect to its performance of Work on the Project, including those requirements related to the Additional Insureds and waiver of subrogation, but excluding pollution liability or builder’s risk insurance. A Subcontractor may be eligible for reduced insurance coverage or limits, but only to the extent approved in writing in advance by the City’s Risk Manager. Contractor must confirm that each Subcontractor has v. May 2025 Exhibit B
complied with these insurance requirements before the Subcontractor is permitted to begin Work on the Project. Upon request by the City, Contractor must provide certificates and endorsements submitted by each Subcontractor to prove compliance with this requirement. The insurance requirements for Subcontractors do not replace or limit the Contractor’s insurance obligations.
Failure to comply with these requirements shall be considered a material breach of contract.
v. May 2025 Bond Forms
Exhibit C
BOND FORMS
Required for contracts over $25,000.
v. May 2025 Bond Forms
Payment Bond
City of San Rafael (“City”) and Class Leasing, LLC (“Contractor”) have entered into a contract, dated Effective Date as listed in the attached contract (“Contract”) for work on the “Project” as listed in the attached contract. The Contract is incorporated by reference into this Payment Bond (“Bond”).
1. General. Under this Bond, Contractor as principal and ____________________________, its surety (“Surety”), are bound to City as obligee in an amount not less than $_________________, under California Civil Code sections 9550, et seq.
2. Surety’s Obligation. If Contractor or any of its subcontractors fails to pay any of the persons named in California Civil Code section 9100 amounts due under the Unemployment Insurance Code with respect to work or labor performed under the Contract, or for any amounts required to be deducted, withheld, and paid over to the Employment Development Department from the wages of employees of Contractor and its subcontractors, under California Unemployment Insurance Code section 13020, with respect to the work and labor, then Surety will pay for the same.
3. Beneficiaries. This Bond inures to the benefit of any of the persons named in California Civil Code section 9100, so as to give a right of action to those persons or their assigns in any suit brought upon this Bond. Contractor must promptly provide a copy of this Bond upon request by any person with legal rights under this Bond.
4. Duration. If Contractor promptly makes payment of all sums for all labor, materials, and equipment furnished for use in the performance of the Work required by the Contract, in conformance with the time requirements set forth in the Contract and as required by California law, Surety’s obligations under this Bond will be null and void. Otherwise, Surety’s obligations will remain in full force and effect.
5. Waivers. Surety waives any requirement to be notified of alterations to the Contract or extensions of time for performance of the Work under the Contract. Surety waives the provisions of Civil Code sections 2819 and 2845. City waives requirement of a new bond for any supplemental contract under Civil Code section 9550. Any notice to Surety may be given in the manner specified in the Contract and delivered or transmitted to Surety as follows:
Attn: ___________________________________________
Address: _______________________________________
City/State/Zip: ___________________________________
Phone: _________________________________________
Fax: ___________________________________________
Email: _________________________________________
v. May 2025 Bond Forms
6. Law and Venue. This Bond will be governed by California law, and any dispute pursuant to this Bond will be venued in the Superior Court of Marin County, and no other place. Surety will be responsible for City’s attorneys’ fees and costs in any action to enforce the provisions of this Bond.
7. Effective Date; Execution. This Bond is entered into and effective on Effective Date as listed in the attached contract (“Contract”) for work.
Three identical counterparts of this Bond, each of which is deemed an original for all purposes, are hereby executed and submitted.
SURETY: ______________________________________________________ Business Name
s/ ________________________________________________
__________________________________________________
Name/Title
(Attach Acknowledgment with Notary Seal and Power of Attorney) CONTRACTOR: ___________________________________________________ Business Name
s/ _______________________________________________
_________________________________________________
Name/Title
s/ _______________________________________________
_________________________________________________
Name/Title
APPROVED BY CITY:
s/ ___________________________________ ______________________________ ROBERT F. EPSTEIN, City Attorney Date
END OF PAYMENT BOND
v. May 2025 Bond Forms
Performance Bond
City of San Rafael (“City”) and Class Leasing, LLC (“Contractor”) have entered into a contract, dated Effective Date as listed in the attached contract (“Contract”) for work on the ”Project” as listed in the attached contract. The Contract is incorporated by reference into this Performance Bond (“Bond”).
1. General. Under this Bond, Contractor as Principal and ___________________________, its surety (“Surety”), are bound to City as obligee for an amount not less than $__________________ to ensure Contractor’s faithful performance of its obligations under the Contract, including its warranty obligations under the Contract. By executing this Bond, Contractor and Surety bind themselves and their respective heirs, executors, administrators, successors and assigns, jointly and severally, to the provisions of this Bond.
2. Surety’s Obligations; Waiver. If Contractor fully performs its obligations under the Contract, including its warranty obligations under the Contract, Surety’s obligations under this Bond will become null and void upon City’s acceptance of the Project, provided Contractor has timely provided a warranty bond as required under the Contract. Otherwise Surety’s obligations will remain in full force and effect until expiration of the one year warranty period under the Contract. Surety waives any requirement to be notified of and further consents to any alterations to the Contract made under the applicable provisions of the Contract documents, including changes to the scope of Work or extensions of time for performance of Work under the Contract. Surety waives the provisions of Civil Code sections 2819 and 2845.
3. Application of Contract Balance. Upon making a demand on this Bond for completion of the Work prior to acceptance of the Project, City will make the Contract Balance available to Surety for completion of the Work under the Contract. For purposes of this provision, the Contract Balance is defined as the total amount payable by City to Contractor as the Compensation minus amounts already paid to Contractor, and minus any liquidated damages, credits, or backcharges to which City is entitled under the terms of the Contract.
4. Contractor Default. Upon written notification from City that Contractor is in default under the Contract, time being of the essence, Surety must act within seven calendar days of receipt of the notice to remedy the default through one of the following courses of action:
4.1 Arrange for completion of the Work under the Contract by Contractor, with City’s consent, but only if Contractor is in default solely due to its financial inability to complete the Work;
4.2 Arrange for completion of the Work under the Contract by a qualified contractor acceptable to City, and secured by performance and payment bonds v. May 2025 Bond Forms
issued by an admitted surety as required by the Contract documents, at Surety’s expense; or
4.3 Waive its right to complete the Work under the Contract and reimburse City the amount of City’s costs to have the remaining services completed.
5. Surety Default. If Surety defaults on its obligations under the Bond, City will be entitled to recover all costs it incurs due to Surety’s default, including legal, design professional, or delay costs.
6. Notice. Notice to Surety must be given or made in writing and sent to the Surety via personal delivery, U.S. Mail, or a reliable overnight delivery service, or by email as a PDF (or comparable) file. Notice is deemed effective upon delivery unless otherwise specified. Notice for the Surety must be given as follows:
Attn: ___________________________________________
Address: ________________________________________
City/State/Zip: ____________________________________
Phone: _________________________________________
Fax: ___________________________________________
Email: __________________________________________
7. Law and Venue. This Bond will be governed by California law, and any dispute pursuant to this Bond will be venued in the Superior Court of Marin County, and no other place. Surety will be responsible for City’s attorneys’ fees and costs in any action to enforce the provisions of this Bond.
8. Effective Date; Execution. This Bond is entered into and effective on Effective Date as listed in the attached contract (“Contract”) for work. Three identical counterparts of this Bond, each of which is deemed an original for all purposes, are hereby executed and submitted.
SURETY: _____________________________________________
Business Name
s/ ___________________________________________________
_____________________________________________________
Name/Title [print]
(Attach Acknowledgment with Notary Seal and Power of Attorney) CONTRACTOR:________________________________________
Business Name
v. May 2025 Bond Forms
s/ ___________________________________________________
_____________________________________________________
Name/Title
s/ ___________________________________________________
_____________________________________________________
Name/Title
APPROVED BY CITY:
s/ ___________________________________ ______________________________ ROBERT F. EPSTEIN, City Attorney Date
END OF PERFORMANCE BOND
v. May 2025 Bond Forms
Bid Bond
THIS SECTION IS NOT APPLICABLE
END OF BID BOND
v. May 2025 Exhibit D
Exhibit D
NONCOLLUSION DECLARATION
TO BE EXECUTED BY CONTRACTOR AND SUBMITTED WITH BID
The undersigned declares:
I am the _________________ of ____________________________, the party making the foregoing bid.
The bid is not made in the interest of, or on behalf of, any undisclosed person, partnership, company, association, organization, or corporation. The bid is genuine and not collusive or sham. The bidder has not directly or indirectly induced or solicited any other bidder to put in a false or sham bid. The bidder has not directly or indirectly colluded, conspired, connived, or agreed with any bidder or anyone else to put in a sham bid, or to refrain from bidding. The bidder has not in any manner, directly or indirectly, sought by agreement, communication, or conference with anyone to fix the bid price of the bidder or any other bidder, or to fix any overhead, profit, or cost element of the bid price, or of that of any other bidder. All statements contained in the bid are true. The bidder has not, directly or indirectly, submitted his or her bid price or any breakdown thereof, or the contents thereof, or divulged information or data relative thereto, to any corporation, partnership, company, association, organization, bid depository, or to any member or agent thereof, to effectuate a collusive or sham bid, and has not paid and will not pay, any person or entity for such purpose.
This declaration is intended to comply with California Public Contract Code § 7106 and Title 23 U.S.C § 112.
I declare under penalty of perjury under the laws of the State of California that the foregoing is true and correct and that this declaration is executed on _______________ [date], at __________________________________ [city], _______ [state]. s/________________________________________
__________________________________________
Name [print]
END OF NONCOLLUSION DECLARATION
v. May 2025 Exhibit E
Exhibit E
BID SCHEDULE
THIS SECTION IS NOT APPLICABLE
END OF BID SCHEDULE
v. May 2025 Exhibit F, G, H, I
Exhibit F
SUBCONTRACTOR LIST
For each Subcontractor that will perform a portion of the Work in an amount in excess of one-half of 1% of the bidder’s total Contract Price,1the bidder must list a description of the Work, the name of the Subcontractor, its California contractor license number, the location of its place of business, its DIR registration number, and the portion of the Work that the Subcontractor is performing based on a percentage of the Base Bid price.
DESCRIPTION
OF WORK
SUBCONTRACTOR
NAME
CALIFORNIA
CONTRACTOR
LICENSE NO.
LOCATION OF
BUSINESS
DIR REG. NO. PERCENT
OF
WORK
END OF SUBCONTRACTOR LIST
1 For street or highway construction this requirement applies to any subcontract of $10,000 or more. v. May 2025 Exhibit F, G, H, I
Exhibit G
Class Leasing Executed Sales Proposal
The Class Leasing Executed Sales Proposal is attached and made part of this agreement. To the extent there is a conflict between the Proposal and this Agreement, the terms and conditions of this Agreement shall prevail and govern.
Exhibit H
Approved DSA Plans
The Final Approved Plan Set will be attached and made part of this agreement.
Exhibit I
Executed Change Orders
Executed Change Orders will be attached and made part of this agreement in accordance with sections 23.6 and 23.7.
Class Leasing, LLC
1651 S. Juanita Street
San Jacinto, CA 92583
Sales Number: TBD
Sales Agreement
This Sales Agreement (“Agreement”) dated, January 22nd, 2026 is entered into by and between Class Leasing, LLC located at 1651 S. Juanita Street, San Jacinto, CA 92583 (“Seller”) and City of San Rafael/Public Works Dept located at 111 Morphew St. San Rafael CA 94901 (“Buyer”). Buyer and Seller may be individually referred to herein as a “Party” or collectively as the “Parties
Pursuant to the mutual covenants and agreements set forth herein and for other good and valuable consideration, the Buyer and Seller covenant and agree to be bound as set forth below.
Buyer agrees to purchase from Seller one or more modular and/or prefabricated structures (“Building(s)” or “Equipment”) and to have the Buildings set-up and installed (“Work”) as detailed more particularly as follows:
PROJECT DESCRIPTION
Project Name Pickleweed Childcare Center
Project Address 40 Canal Street, San Rafael, CA 94901
Project Proposal Proposal/Quote ID:
BUILDING INFORMATION
Description including:
(Quantity, type, size & serial numbers)
(2) 24’ x 40’ New Classrooms
Serial #C-26-3271 A/B, #C-26-3272 A/B
(1) 24’ x 40’New Office
Serial #C-26-3273 A/B
COSTS AND FEES
Building(s) Classrooms- (2) 24’ x 40’ with Tenant
Improvements
$382,536.00
Office Building(s) (1) 24’ x 40’ with Tenant
Improvements
$257,179.00
Delivery $32,820.00
Installation 24’ x 40’ Classrooms/Office on wood
foundation/prevailing wage
14,400.00
Materials- 24’ x 40’ Classroom/Office wood
foundation/prevailing wage (x3)
$4,020.00
Installation: Plumbing manifold/plumb wall supply
and drain (x3/building)/prevailing wage
$7,200.00
Material: Plumbing manifold/plumb wall supply and
drain (x2/building)
$11,520.00
Tenant Improvement: Fire Sprinkler w/ riser for all
buildings
$87,072.00
Crane $16,830.00
Exhibit G - Executed Sales Agreement
Class Leasing, LLC
1651 S. Juanita Street
San Jacinto, CA 92583
Sales Number: TBD
Forklift (8 Hours) $1,200.00
DSA 1-MR/Stockpile Fee $2,450.00
Permits: CHP Public roads travel requirements,
Engineering structural PC plan, Mobilization-PM
$15,720.00
Bonds- Performance/Payment $16,659.00
Total Contract Price $849,606.00
Buyer acknowledges the Proposal incorporated by reference above, as well as any Purchase Order or any other documents attached to the Agreement and initialed by Buyer and Seller or referenced in the executed Sales Agreement are incorporated to the Agreement and become a part of the Agreement.
Documents forming Contract are as follows:
1. Class Leasing Proposal
2. Class Leasing Specification & Scope of work
3. Customer Submittal/Applicable Piggyback
4. Customer Approved Submittal Per Drawings
The building(s) will be located at the above referenced project address (“Location”) for the purchase price and on the payment terms contained herein, subject to the additional terms and conditions set forth on the subsequent pages of this Agreement.
Contract Price and Payment Terms: In consideration of Seller furnishing the building and performing the Work, Buyer will pay Seller the referenced Contract Price, net 30 subject to such additions or deductions relative to the changes which may hereinafter be agreed upon between the Parties in writing by Change Order described in and made pursuant to the Additional Terms and Conditions. Buyer will pay Seller the full Contract Price according to the terms set forth below. In the event that delivery of the Building(s) requires more than one shipment, Seller may, at its option, render separate invoices for each shipment, which the Buyer agrees to satisfy.
CONTRACT TIME:
(a) The Work is intended to be Substantially Complete on July, 2026; and final acceptance be within a commercially reasonable time following Substantial Completion. The Work is deemed Substantially Complete when (ii) the Work or Equipment is capable of being beneficially used as intended ("Substantially Complete" or “Substantial Completion”). Incomplete scope of work the responsibility of others (i.e. utilities, concrete flat work, etc.) shall not hinder or prohibit the Work or Equipment from being considered Substantially Complete.
(b) Manufacture. For newly manufactured Equipment, custom-built new Equipment, or custom-modified existing Equipment, the drawings, specifications, submittals, opinions, and any other referenced design submitted by Buyer ("Specs") will be used to create engineered Stamped DSA Approved Drawings.
Equipment MUST be built in accordance with the Stamped DSA Approved Drawings. Any contradiction in the Order among the Specs and the Stamped DSA Approved Drawings will be resolved in favor of the Stamped DSA Approved Drawings. The process of obtaining all requisite submittals and DSA approvals for creation of Stamped DSA Approved Drawings may affect production and performance time.
Performance time shall be equitably adjusted based on submittal and approval delays. (c) If Seller is delayed at any time in progress of the Work by changes ordered to the building(s) or to the Work, by Customer Delays, labor disputes, fire, unusual delay in deliveries, abnormal adverse weather conditions not reasonably anticipatable, unavoidable casualties or any causes beyond the Seller’s control, then the Contract Time will be extended for such reasonable time as determined in favor of a time extension to the Seller.
(d) If Buyer is delayed in accepting delivery of the Equipment exceeding 60 days beyond Seller’s scheduled delivery date, Buyer shall pay a storage fee of $40 per day to store the Equipment at an off-site location.
Class Leasing, LLC
1651 S. Juanita Street
San Jacinto, CA 92583
Sales Number: TBD
If Equipment Purchase Price has been received in full by Seller, and Seller is storing Equipment at an offsite location, this agreement shall bifurcate into two transactions: (1) Sale of Goods; (2) Service Agreement. The Sale of Goods transaction shall be deemed completed upon payment of Equipment Purchase Price, and the Service Agreement remains to be performed for the remaining Work of delivery and installation.
Payments will be made to Seller as follows: Seller shall issue invoices to Buyer on a progress billing/milestone schedule as milestones are completed, or as equipment is completed and procured from the manufacturer and stored (identified and allocated for the Buyer). Buyer acknowledges that the manufacture and modification of Building(s)/Equipment are performed in-plant, rather than on Site. Invoices for such goods purchased and stored for the Project shall be issued at that time of storage and paid within thirty (30) days of receipt of the invoice, regardless of whether such equipment stored in plant or on Site.
Additional Terms and Condition
$– $729,237.00-Billed Monthly based on (%) percentage of completion in plant. (Customer In-Plant inspection of building(s) available by appointment $– $66,570.00 – Due at time of Delivery.
$-- $53,799.00 – Due at time of completion of Installation of the Building(s) $– $849,606.00 Project total (Excluding Change Orders)
The Parties acknowledges the Additional Terms and Conditions attached hereto are incorporated by reference herein and form part of this Agreement.
IN WITNESS WHEREOF, the parties, by their duly authorized officers, have signed, sealed, and delivered this Agreement on the date noted above and below:
Seller: Class Leasing, LLC Buyer: City of San Rafael/Public Works Dept Signature: Signature:
Name: Lori Whittington Name:
Title: President Title:
Date: Date:
Class Leasing Standard Sale Agreement Terms and Conditions The parties hereto, Class Leasing, LLC, a California limited liability company, as seller (the “Seller”) and City of San Rafael/Public Works Dept (“Buyer”) whose address is 111 Morphew St. San Rafael CA 94901 hereby agree to this Sale Agreement and the terms and conditions set forth herein. The individual signing this Sale Agreement affirms that he/she is duly authorized to execute and commit to this Sale Agreement for the above-named Buyer.
Class Leasing, LLC
1651 S. Juanita Street
San Jacinto, CA 92583
Sales Number: TBD
1. SALE. Seller sells to Buyer, and Buyer purchases from Seller, the equipment listed on each Sale Agreement hereto (“Equipment”) on the terms and conditions set forth herein. Each such Sale Agreement shall constitute a separate and independent sale agreement (a “Sale Agreement”) of the Equipment listed in such Agreement.
2. TIME AND PLACE OF DELIVERY.
2.1 Deliver. Seller agrees to deliver the Equipment to (Refer to Project Address above). Buyer shall own such site and/or have express legal authorization to locate the Equipment upon that same site. If Buyer fails to provide such a site, then Buyer shall pay for any resulting additional delivery, installation, and knock down and return charges, including, but not limited to, storage related charges attributable to delayed delivery and/or installation of the Equipment required and/or requested by Buyer.
2.2 Site Conditions. Seller agrees to deliver the Equipment to the site location listed in 2.1 above (the “Site”).
Buyer shall ensure that a level compact, truck accessible site is available for placement of the Equipment. Buyer warrants that the Site will have: safe access free from encumbrances, a level pad with no more than 3 inches of variance in 30 feet, and adequate soil bearing pressure of not less than 2500 psf. Following delivery, Seller will remove all Seller-owned equipment such as plywood, tools, etc. prior to or at the time of building acceptance. Buyer is responsible for all necessary permits, utility hookups, pilot cars, and Site preparation.
2.3 Building Codes, Licenses and Permits. The Buyer is solely responsible for compliance with applicable building codes and/or for obtaining any type of building permits and licenses required for the Equipment. Buyer further warrants that the placement of the Equipment on the Site as well as any work performed at the Site will not violate zoning restrictions or other land use laws, and Buyer agrees to indemnify and hold Seller harmless from all loss or damage or liability which may result from any such violations.
Buyer will provide to Seller any and all zoning verification required for the Equipment. Seller may reasonably rely on such information, warranties, and verifications from the Buyer.
2.4 Excusable Delay. Seller shall not be liable for any delay in delivering the Equipment or providing applicable services, resulting from but not restricted to, acts of Buyer or his representatives, fires, strikes, labor disputes, war, civil commotion, shortages of labor or material, acts or restrictions of any government, or other causes beyond the control of Seller. The existence of such causes of delay shall justify the suspension of delivery and/or the rendering of services by Seller and shall extend the Seller's time of performance until such cause of delay has been removed. Seller shall give written notice to Buyer of details concerning the delay as soon as practicable after its occurrence. For newly manufactured Equipment or custom-built Building(s)/Equipment, the drawings, specifications, submittals, opinions, and any other referenced design (“Specs”) will be used to create engineered final drawings which require approval from all Parties prior to production (“Final Drawings”). Any conflict or contradiction between the Specs and the Final Drawings will be resolved in favor of the Final Drawings. The process of obtaining all requisite submittals and customer approvals for creation of Final Drawings may affect production and performance time. Seller’s performance time shall be equitably adjusted based on Buyer’s submittal/approval delays.
3. TITLE RETENTION.
3.1 Title Retention. Title to the Equipment shall not pass to Buyer before the entire Purchase Price has been paid to Seller. Upon Seller’s receipt of payment in full of the Purchase Price, title to the Equipment shall transfer to Buyer, free and clear of all encumbrances arising by or through Seller. All payments due from Buyer pursuant to the terms of the Sale Agreement shall be made without any abatement or set off of any kind, arising from any cause.
4. WARRANTY. There shall be no warranty by Seller in respect of the Equipment except as set out in the formal Warranty Certificate supplied by Seller to the Buyer and subject to the terms of such Warranty Certificate.
5. RISK OF LOSS. Upon substantial completion of the Equipment, all risk of loss or damage to the Equipment s) passes from Seller to Buyer. In addition, Buyer hereby indemnifies Seller and agrees to save, defend, and hold Seller harmless and waives rights of subrogation in favor of Seller against all losses, damages, liability, costs, and expenses (including attorneysʹ fees), as a result of any actions, claims, or demands made arising from events occurring following substantial completion.
6. WAIVER OF CLAIMS. Buyer hereby waives and releases all claims against Seller for (i) loss of or damage to all property, goods, wares, and merchandise in, upon or about the Equipment and (ii) injuries to Buyer, Buyer’s agents and third persons.
Seller shall not be liable for any consequential, incidental, or special damages of any kind (including, but not limited to damages for loss of use or of profit by Buyer or any other party; or for any collateral damages), whether or not caused or continued by Seller’s negligence or delay, which may result from or arise in connection with the manufacture, delivery, installation, checkout or use of the Equipment or in connection with the services rendered by Seller hereunder.
7. GOVERNING LAW. Buyer and Seller agree that the Sale Agreement shall be governed in all respects by, and interpreted in accordance with the laws of, the State of California, without regard to its conflicts of laws provisions.
Class Leasing, LLC
1651 S. Juanita Street
San Jacinto, CA 92583
Sales Number: TBD
8. JURISDICTION. If the law of the State of California shall apply to the Sale Agreement, it is agreed that the venue for a legal action relating to the Sale Agreement shall be proper if brought in Riverside County, State of California. Subject to Section 6, the prevailing party shall be entitled to recover reasonable attorneys’ fees and court costs, whether or not the action proceeds to judgment.
9. SELLER’S EXPENSES. Buyer shall pay Seller all costs and expenses, including attorney fees, incurred by Seller in exercising any of the terms, conditions or provisions of the Sale Agreement.
10. LICENSE AND TRANSFER FEE(S). If so listed on the Sale Agreement, the Purchase Price includes license and/or transfer fees.
11. MISCELLANEOUS.
11.1 BUYER SOLVENCY. Buyer hereby represents and warrants that the fair value of the assets of Buyer exceed its liabilities; Buyer is able to pay its debts and liabilities as they become due; and Buyer does not have an unreasonably small amount of capital with which to conduct the business in which it is engaged, as such business is now conducted and is proposed to be conducted.
11.2 MODIFICATIONS AND AMENDMENTS. Representations and warranties made by any person, including agents and representatives of Seller, which are inconsistent or conflict with the terms of the warranty contained in Section 1 of the Incorporated Provisions on the website (including but not limited to the liability of Seller as set forth above) shall not be binding upon Seller unless reduced to writing and approved by an officer of Seller. No amendment, supplement, or modification to the terms of the Sale Agreement shall be valid unless made in a writing signed by both parties hereto, and no waiver of any provision of the Sale Agreement shall be valid unless made in a writing signed by the waiving party. Notwithstanding the foregoing, from time to time, Buyer or Seller may request modifications to the scope of work hereunder, which at the sole option of the Seller may be accepted and thus alter the final price stipulated herein. These changes in scope will be deemed approved by Buyer when evidence of work performance is presented by Seller.
11.3 NO WAIVER. Failure of Seller to enforce any term or condition of the Sale Agreement shall not constitute waiver of any rights stipulated herein, nor shall it in any manner affect the rights of Seller to enforce any of the provisions stated herein.
Waiver by Seller of any provision of the Sale Agreement shall be valid only as provided in subsection (b) above and only with respect to the specific matter to which such waiver relates. Notices is deemed received upon actual receipt by the recipient as evidenced by delivery from the United States Post Office or nationally recognized courier service.
11.4 NOTICES. Any notices to the other party shall be in writing and may be mailed by prepaid registered post to the other party at the address shown above or at other address as may be substituted from time to time by proper notice and such notice shall be deemed to be received by the addressee on the third business day next following that on which it was mailed.
11.5 ASSIGNMENT. Buyer will not assign any of its rights or obligations hereunder without the prior written consent of Seller, which Seller may grant or withhold at its sole discretion. To the extent not prohibited hereunder, the covenants, terms, provisions, and conditions herein contained will apply to, bind, and inure to the benefit of the respective successors and assigns of Buyer and Seller.
Any attempted assignment in violation of this Agreement is void from inception.
12. ENTIRE AGREEMENT. The Sale Agreement constitutes the entire agreement between Seller and Buyer regarding the subject matter hereof. If any part of the Sale Agreement is found to be invalid or illegal, Buyer and Seller agree that only the invalid or illegal portion of the Sale Agreement will be eliminated.
REMAINDER INTENTIONALLY LEFT BLANK