4.2_Public_Works_Contract_Documents_(For_Information_only).docx

Contract

This public works contract (this “Contract”) is entered into by and between the City of Napa, a California charter city (“City”), and _______________________________________ (“Contractor”), effective as of the date last signed by the City, which is identified on the signature page as the “Effective Date,” for work on the <____________________________> Project (“Project”).

Recitals

A. On ________, 20__, the City issued a Notice Inviting Bids for the Project.

B. In response to the Notice Inviting Bids, Contractor submitted a bid to perform the Work for the Project.

C. On ________, 20__, City authorized award of this Contract to Contractor, as the lowest responsible bidder, which is the “lowest and best bidder” (as that term is used in City Charter Section 101 and NMC Chapter 2.91), for the amount set forth in Section 4, below.

D. The City has elected to include the following Project alternate(s) in the Contract: __________________________ <If the bid documents request bid alternates and City elects to include alternates in the Contract, identify the additive or deductive alternates. If the Contract does not include alternates, delete this Recital D.>

Terms and Conditions

In light of the foregoing recitals, the parties agree as follows:

1. Recitals. The parties agree that the above recitals are true and correct and hereby incorporated into this Contract.

2. Contract Documents. The documents listed below are incorporated into this Contract by reference (collectively, the “Contract Documents”). The definitions provided in Article 1 of the General Conditions apply to all of the Contract Documents, including this Contract. Information included in one Contract Document but not in another will not be considered a conflict or inconsistency. Unless otherwise specified in the Special Conditions, in case of any conflict or inconsistency among the Contract Documents, the following order of precedence will apply, beginning from highest to lowest, with the most recent version taking precedent over an earlier version:

3. Contractor’s Obligations. Contractor will perform all of the Work required for the Project, as specified in the Contract Documents. Contractor must provide, furnish, and supply all things necessary and incidental for the timely performance and completion of the Work, including all necessary labor, materials, supplies, tools, equipment, transportation, onsite facilities, and utilities, unless otherwise specified in the Contract Documents. Contractor must use its best efforts to diligently prosecute and complete the Work in a professional and expeditious manner and to meet or exceed the performance standards required by the Contract Documents.

4. Payment. 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 $___________________ (“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 in the General Conditions.

5. Time for Completion. Contractor will fully complete the Work for the Project, meeting all requirements for Final Completion, within <____> Working Days from the start date set forth in the Notice to Proceed (“Contract Time”). By signing below, Contractor expressly waives any claim for delayed early completion.

6. Liquidated Damages. As further specified in Section 5.4 of the General Conditions, if Contractor fails to complete the Work within the Contract Time, City will assess liquidated damages in the amount of $<_____________> per day for each day of unexcused delay in achieving Final Completion, and such liquidated damages may be deducted from City’s payments due or to become due to Contractor under this Contract.

7. Labor Code Compliance.

7.1 General. This Contract is subject to all applicable requirements of Chapter 1 of Part 7 of Division 2 of the Labor Code, including requirements pertaining to wages, working hours and workers’ compensation insurance, as further specified in Article 9 of the General Conditions.

7.2 Prevailing Wages. This Project is subject to the prevailing wage requirements applicable to the locality in which the Work is to be performed for each craft, classification or type of worker needed to perform the Work, including employer payments for health and welfare, pension, vacation, apprenticeship and similar purposes. Copies of these prevailing rates are available online at http://www.dir.ca.gov/DLSR.

7.3 DIR Registration. City may not enter into the Contract with a bidder without proof that the bidder and its Subcontractors are registered with the California Department of Industrial Relations to perform public work pursuant to Labor Code § 1725.5, subject to limited legal exceptions.

8. Workers’ Compensation Certification. Pursuant to Labor Code § 1861, by signing this Contract, Contractor 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 the performance of the Work on this Contract.”

9. 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 requirement, or in violation of any California law, including Government Code § 1090 et seq., or the Political Reform Act, as set forth in Government Code § 81000 et seq. and its accompanying regulations. Any violation of this Section constitutes a material breach of the Contract.

10. Nondiscrimination.

10.1 Compliance. Contractor will comply with the provisions of NMC section 2.92.040 obligating every contractor or subcontractor under a contract or subcontract to the City for public works, subject to City Charter Section 101, in the sum $25,000 or more, to refrain from discriminatory employment practices on the basis of sex, race, color, religious creed, national origin or ancestry of any employee of, or applicant for employment with, such contractor or subcontractor. NMC section 2.92.040 is incorporated herein by reference. Contractor must include this requirement in each subcontract.

10.2 Affirmative Actions. Contractor certifies that it and its “principal subcontractors,” as defined in NMC section 2.92.020, have performed, or will perform, the affirmative actions set forth in NMC section 2.92.050(F), as applicable.

11. Independent Contractor. Contractor is an independent contractor under this Contract and will have control of the Work and the means and methods by which it is performed. Contractor and its Subcontractors are not employees of City and are not entitled to participate in any health, retirement, or any other employee benefits from City.

12. 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 file. Notice is deemed effective upon delivery, except that service by U.S. Mail is deemed effective on the second working day after deposit for delivery. Notice for each party must be given as follows:

City:

Contractor:

13. General Provisions.

13.1 Assignment and Delegation. This Contract will not be assigned or transferred in whole or in part, nor will any of the Contractor’s duties be delegated without the City’s prior written consent. Any attempt to assign, transfer, or delegate this Contract, in whole or any part, without the City’s prior written consent will be void and of no force or effect. Any consent by the City to one assignment, transfer, or delegation will not be deemed to be consent to any subsequent assignment, transfer, or delegation. This Contract is binding on Contractor’s and City’s lawful heirs, successors and permitted assigns.

13.2 Third Party Beneficiaries. There are no intended third party beneficiaries to this Contract.

13.3 Governing Law, Jurisdiction, and Venue. The interpretation, validity, and enforcement of this Contract will be governed and interpreted in accordance with the laws of the State of California. Any suit, claim, or legal proceeding of any kind related to this Contract will be filed and heard in a court of competent jurisdiction in the County of Napa. Contractor waives any right it may have pursuant to Code of Civil Procedure § 394, to file a motion to transfer any action arising from or relating to this Contract to a venue outside of Napa County, California.

13.4 Modification. This Contract may not be amended or modified orally. 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.

13.5 Entire Agreement. This Contract, including the Contract Documents and all other documents incorporated herein by reference, comprises the entire integrated understanding between the parties concerning the subject matter hereof. This Contract and the Contract Documents supersede all prior negotiations, agreements, and understandings regarding this matter, whether written or oral. The documents incorporated by reference into this Contract are complementary; what is called for in one is binding as if called for in all.

13.6 Severability. If any term of the Contract Documents (including any phrase, provision, covenant, or condition) is held by a court of competent jurisdiction to be invalid or unenforceable, the Contract Documents will be construed as not containing that term, and the remainder of the Contract Documents will remain in full force and effect; provided, however, this Section will not be applied to the extent that it would result in a frustration of the parties’ intent under the Contract Documents.

13.7 Iran Contracting Act. If the Contract Price exceeds $1,000,000, Contractor certifies, by signing below, that it is not identified on a list created under the Iran Contracting Act, Public Contract Code § 2200 et seq. (the “Act”), as a person engaging in investment activities in Iran, as defined in the Act, or is otherwise expressly exempt under the Act.

13.8 Interpretation. Each party to this Contract has had an opportunity to review this Contract, and to consult with its respective legal counsel regarding the meaning of this Contract. Accordingly, Civil Code § 1654 will not apply to interpret any uncertainty in the meaning of this Contract.

13.9 Signatures. The individuals executing this Contract represent and warrant that they have the right, power, legal capacity, and authority to enter into and to execute this Contract on behalf of the respective legal entities of the Contractor and the City. If Contractor is a corporation, signatures from two officers of the corporation are required pursuant to California Corporations Code § 313.

[Signature page to follow]

IN WITNESS WHEREOF, the parties hereto have executed this Contract to be effective on the Effective Date set forth below.

CITY:

CITY OF NAPA, a California charter city

By:

<Insert name and title of individual signing on behalf of City>

Date:

(“Effective Date”)

COUNTERSIGNED:

Erika Leahy, City Auditor

APPROVED AS TO FORM:

Christopher J. Diaz, Interim City Attorney

CONTRACTOR:

Business Name s/_______________________________ Seal:

Name, Title

Date: ____________________________

Second Signature (See Section 13.9):

s/_______________________________

Name, Title

Date: ____________________________

Contractor’s California License Number(s) and Expiration Date(s)

END OF CONTRACT

City of Napa Public Works Contract Documents Form 4.2 (2024-2-13)

Payment Bond

City of Napa, a California charter city (“City”), and ________________________ (“Contractor”) have entered into a contract for work on the <_________________________________________________> Project (“Project”). 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 § 9550 et seq., to ensure payment to authorized claimants. This Bond is binding on the respective successors, assigns, owners, heirs, or executors of Surety and Contractor.

2. Surety’s Obligation. If Contractor or any of its Subcontractors fails to pay a person authorized in California Civil Code § 9100 to assert a claim against a payment bond, any amounts due under the Unemployment Insurance Code with respect to work or labor performed under the Contract, or 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 § 13020 with respect to the work and labor, then Surety will pay the obligation.

3. Beneficiaries. This Bond inures to the benefit of any of the persons named in California Civil Code § 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 §§ 2819 and 2845. City waives the requirement of a new bond for any supplemental contract under Civil Code § 9550. Any notice to Surety may be given in the manner specified in the Contract and sent to Surety as follows:

Attn:

Address:

City/State/Zip:

Phone:

Email:

6. Law and Venue. This Bond will be governed by California law, and venue for any dispute pursuant to this Bond will be in the Napa County Superior Court, 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.

[Signatures are on the following page.]

7. Effective Date; Execution. This Bond is entered into and is effective on __________, 20__.

SURETY:

Business Name

Name, Title

(Attach Acknowledgment with Notary Seal and Power of Attorney)

Business Name

APPROVED BY CITY:

END OF PAYMENT BOND

City of Napa Public Works Contract Documents Form 4.2 (2024-2-13)

Performance Bond

City of Napa, a California charter city (“City”), and __________________________ (“Contractor”) have entered into a contract for work on the <_______________________________________________> Project (“Project”). 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. This Bond is binding on the respective successors, assigns, owners, heirs, or executors of Surety and Contractor.

2. Surety’s Obligations. Surety’s obligations are co-extensive with Contractor’s obligations under the Contract. If Contractor fully performs its obligations under the Contract, including its warranty obligations under the Contract, and Contractor has timely provided a warranty bond as required under the Contract, Surety’s obligations under this Bond will become null and void upon City’s acceptance of the Project, excluding any exceptions to acceptance, if any. Otherwise, Surety’s obligations will remain in full force and effect until expiration of the one-year warranty period under the Contract.

3. Waiver. 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 §§ 2819 and 2845.

4. 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 Contract Price 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.

5. Contractor Default. Upon written notification from City of Contractor’s termination for default under Article 13 of the Contract General Conditions, time being of the essence, Surety must act within the time specified in Article 13 to remedy the default through one of the following courses of action:

5.1 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;

5.2 Arrange for completion of the Work under the Contract by a qualified contractor acceptable to City, and secured by performance and payment bonds issued by an admitted surety as required by the Contract Documents, at Surety’s expense; or

5.3 Waive its right to complete the Work under the Contract and reimburse City the amount of City’s costs to have the remaining Work completed.

6. 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.

7. Notice. Any notice to Surety may be given in the manner specified in the Contract and sent to Surety as follows:

Attn:

Address:

City/State/Zip:

Phone:

Fax:

Email:

8. Law and Venue. This Bond will be governed by California law, and venue for any dispute pursuant to this Bond will be in the Napa County Superior Court, 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.

9. Effective Date; Execution. This Bond is entered into and effective on ____________________, 20___.

Business Name

Business Name

Name, Title

END OF PERFORMANCE BOND

City of Napa Public Works Contract Documents Form 4.2 (2024-2-13)

Warranty Bond

City of Napa, a California charter city (“City”), and ____________________________ (“Contractor”) have entered into a contract, dated _________________, 20___ (“Contract”) for work on the <_________________________________________________> Project (“Project”). The Contract is incorporated by reference into this Warranty Bond (“Bond”).

1. General. Under this Bond, Contractor as principal and _______________ __________, its surety (“Surety”), are bound to City as obligee in the maximum amount of 15% of the final Contract Price, unless otherwise specified in the Contract Documents.

2. Warranty Period. The Contract requires Contractor to guarantee its work and that of its Subcontractors on the Project, against defects in materials or workmanship which are discovered during the one-year period commencing with City’s acceptance of the Project (“Warranty Period”).

3. Surety’s Obligations. If Contractor faithfully carries out and performs its guarantee under the Contract, and, on due notice from City, repairs and remedies, at its sole expense, any and all defects in materials and workmanship in the Project which are discovered during the Warranty Period, or if Contractor promptly reimburses City for all loss and damage that City sustains because of Contractor’s failure to makes such repairs in accordance with the Contract requirements, then Surety’s obligations under this Bond will be null and void. Otherwise, Surety’s obligations will remain in full force and effect.

4. Waiver. Surety waives the provisions of Civil Code §§ 2819 and 2845.

5. Notice. Any notice to Surety may be given in the manner specified in the Contract and sent to Surety as follows:

Attn:

Address:

City/State/Zip:

Phone:

Fax:

Email:

6. Law and Venue. This Bond will be governed by California law, and venue for any dispute pursuant to this Bond will be in the Napa County Superior Court, 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 is effective on __________, 20_________.

[Signatures are on the following page.]

Business Name

Business Name

END OF WARRANTY BOND

City of Napa Public Works Contract Documents Form 4.2 (2025-1-06)

For internal use only: do not include in Project Manual