Contract_for_Single_Purchases_of_Goods_(2024.02.02).docx

Contract

This contract (“Contract”) is entered into by and between the City of Napa, a California charter city (“City”) and _______________________________________ (“Supplier”), for Supplier to provide ________________________ <identify the personal property>, as further specified (collectively, the “Goods”) to City. This Contract is effective as of the date last signed by City, which is identified on the signature page as the “Effective Date.”

Recitals

A. On _____, 20__, the City issued a Notice Inviting Bids to provide Goods to the City.

B. In response to the Notice Inviting Bids, Supplier submitted a bid to provide the Goods to the City, as further specified in the Contract Documents, as defined below.

C. On _____, 20__, City authorized award of this Contract to Supplier, as the lowest responsible bidder, for the amount set forth in Section 5, below.

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 following documents, all of which are incorporated into this Contract, are collectively referenced as the “Contract Documents.” Information included in one Contract Document but not in another will not be considered a conflict or inconsistency. In case of any conflict or inconsistency among the Contract Documents, the following order of precedence will apply, beginning from highest to lowest:

3. Supplier’s Obligations.

3.1 General. Supplier must provide, furnish, and supply all things necessary and incidental to timely provide the Goods, including all necessary labor, materials, supplies, tools, equipment, facilities, transportation services, shipping, and delivery, as applicable. Supplier will provide Goods acceptable to City in strict conformance with the Contract Documents and in accordance with the standards customarily adhered to by an experienced and competent supplier of the Goods, using the degree of care and skill ordinarily exercised by reputable suppliers of such Goods. Supplier will require and ensure that its employees, subcontractors, and agents performing or contributing to the provision of Goods comply with the requirements of the Contract Documents.

3.2 Delivery (If Applicable). If the Specifications require delivery of the Goods to City, then Supplier must deliver the Goods to the City at the address set forth therein. All shipments are Free On Board (“F.O.B.”) destination with freight prepaid, unless otherwise specified in the Specifications. Supplier is solely responsible for all transportation and delivery costs, including, but not limited to, costs for shipping, handling, containers, packing, storage, insurance, and any other similar charges. Supplier must package, mark, and otherwise prepare the Goods for shipment in suitable containers, in accordance with sound commercial practices.

4. Authorized Representatives.

4.1 City’s Authorized Representative. City’s Authorized Representative for this Contract is <insert name>, available via email at <insert email> and via telephone at <insert phone number>. City reserves the right to replace City’s Authorized Representative for this Contract without prior notice to Supplier.

4.2 Supplier’s Authorized Representative. Supplier’s representative for this Contract is __________________________ [insert name], available via email at ________________[insert email] and via telephone at ____________ [insert phone number] (“Supplier’s Authorized Representative”). Supplier’s Authorized Representative will serve as the primary point of contact for all matters pertaining to this Contract. Supplier will not replace Supplier’s Authorized Representative without the City’s prior written consent.

5. Payment.

5.1 Contract Price. As full and complete compensation for Supplier to timely provide the Goods to City, in strict accordance with the terms and conditions of the Contract Documents, City will pay Supplier $___________________ (“Contract Price”) for all of Supplier’s direct and indirect costs to provide the Goods to City, including all labor, materials, supplies, equipment, taxes, insurance, performance bond (if required), all overhead costs, and any other costs, expenses, and charges incurred by Supplier, in accordance with the payment provisions contained herein. Supplier warrants that title to the Goods, including all work, materials and equipment incorporated into the Goods, will pass to City free of any claims, liens, or encumbrances upon payment to Supplier.

5.2 Invoices. Following City’s receipt of the Goods as required by the Contract Documents, Supplier will submit an invoice for payment of the Goods to City’s Authorized Representative. The invoice must include the City Contract number; the date of invoice issuance; an itemized description of the Goods provided; an itemized description of all applicable taxes; the amount of the invoice; and any other substantiating data required by the Contract Documents. The invoice must be consistent with the unit prices in Supplier’s Bid Schedule. City will not pay for Goods that are not fully functional as specified or otherwise do not meet the requirements of the Contract Documents. City will endeavor to pay Supplier within 30 days after approval of each invoice, with the exception of any disputed amounts. City will not be responsible for any additional charges, interest, or penalties due to a failure to pay within the 30-day period. Supplier’s acceptance of payment for the Goods will release City from any and all claims and liability for compensation under this Contract.

6. Deadline. Supplier will provide the Goods to City, as required by the Contract Documents, within <__> working days from the date City issues the Notice to Proceed with provision of the Goods (“Deadline”). A “working day” means a weekday when the City is open for business, and does not include holidays observed by the City.

7. Liquidated Damages. Time is of the essence in performing all of Supplier’s obligations under the Contract Documents. If Supplier fails to provide the Goods to City by the Deadline, as required by the Contract Documents, or fails to provide satisfactory Goods by the Deadline, City will assess liquidated damages in the amount of $_________ <insert liquidated damages amount> per day for each day of unexcused delay. Liquidated damages may be deducted from any payment due to Supplier under this Contract.

8. Performance Bond. If the Notice Inviting Bids requires a performance bond, then within ten days following issuance of the Notice of Award, Supplier is required to provide a performance bond in the penal sum of not less than 100% of the Contract Price, using the bond form included with the Contract Documents. The performance bond must be issued and executed by a surety admitted in California. If an issuing surety cancels the bond or becomes insolvent, within seven days following written notice from City, Supplier must substitute a surety acceptable to City. If Supplier fails to substitute an acceptable surety within the specified time, City may, at its sole discretion, withhold payment from Supplier until the surety is replaced to City’s satisfaction, or terminate the Contract for default.

9. Title and Risk of Loss. Supplier owns the title to Goods and bears all risk of loss, damage, or delay, until receipt, inspection, and acceptance of the Goods by City. City has no obligation to accept damaged Goods and reserves the right to return damaged Goods, at Supplier’s sole expense, as set forth herein.

10. Insurance. No later than ten days following issuance of the Notice of Award, Supplier must procure and provide proof of the insurance coverage required by this Section in the form of certificates and endorsements acceptable to City. The required insurance must cover the activities of Supplier and any subcontractors of Supplier under the Contract and must remain in full force and effect at all times during the period covered by the Contract, through the date of City’s acceptance of the Goods. All required insurance must be issued by a company licensed to do business in the State of California, and each such insurer must have an A.M. Best’s financial strength rating of “A” or better and a financial size rating of “VIII” or better. If Supplier fails to provide any of the required coverage in full compliance with the requirements of the Contract Documents, City may, at its sole discretion, purchase such coverage at Supplier’s expense and deduct the cost from payments due to Supplier, or terminate the Contract for default. The procurement of the required insurance will not be construed to limit Supplier’s liability under this Contract or to fulfill Supplier’s indemnification obligations under this Contract.

10.1 Policies and Limits. The following insurance policies and limits are required for this Contract:

(A) Commercial General Liability (“CGL”) Insurance: The CGL insurance policy must be issued on an occurrence basis, written on a comprehensive general liability form, and must include coverage for liability arising from Supplier’s or its subcontractor’s acts or omissions in providing the Goods, including contractor’s protective coverage, contractual liability, products and completed operations, and broad form property damage, with limits of at least $2,000,000 per occurrence and at least $4,000,000 general aggregate. The CGL insurance coverage may be arranged under a single policy for the full limits required or by a combination of underlying policies with the balance provided by excess or umbrella policies, provided each such policy complies with the requirements set forth in this Section, including required endorsements.

(B) Automobile Liability Insurance: The automobile liability insurance policy must provide coverage of at least $2,000,000 combined single-limit per accident for bodily injury, death, or property damage, including hired and non-owned auto liability.

(C) Workers’ Compensation Insurance and Employer’s Liability: The workers’ compensation and employer’s liability insurance policy must comply with the requirements of the California Labor Code, providing coverage of at least $1,000,000 or as otherwise required by the statute. If Supplier is self-insured, Supplier must provide its Certificate of Permission to Self-Insure, duly authorized by the Department of Industrial Relations.

10.2 Notice. Each certificate of insurance must state that the coverage afforded by the policy or policies will not be reduced, cancelled, or allowed to expire without at least 30 days written notice to City, unless due to non-payment of premiums, in which case ten days written notice must be made to City.

10.3 Waiver of Subrogation. Each required policy must include an endorsement providing that the carrier will waive any right of subrogation it may have against City.

10.4 Required Endorsements. The CGL policy and automobile liability policy must include the following specific endorsements:

(A) City, including its elected and appointed 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. The additional insured endorsement must be provided using ISO form CG 20 10 11 85 or equivalent form(s) approved by City.

(B) 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.

(C) The insurance provided by Supplier is primary and no insurance held or owned by any Additional Insured may be called upon to contribute to a loss.

(D) This policy does not exclude explosion, collapse, underground excavation hazard, or removal of lateral support.

10.5 Supplier’s Responsibilities. This Section establishes the minimum requirements for Supplier’s insurance coverage in relation to providing Goods to City under this Contract. It is not intended to limit Supplier’s ability to procure additional or greater coverage. Supplier 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. Supplier 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 Supplier’s insurance coverage.

10.6 Deductibles and Self-Insured Retentions. Any deductibles or self-insured retentions that apply to the required insurance (collectively, “deductibles”) in excess of $100,000 are subject to approval by City’s Risk Manager, acting in his or her sole discretion, and must be declared by Supplier when it submits its certificates of insurance and endorsements pursuant to this Section 10. If City’s Risk Manager determines that the deductibles are unacceptably high, at City’s option, Supplier must either reduce or eliminate the deductibles as they apply to City and all required Additional Insured; or must provide a financial guarantee, to City’s satisfaction, guaranteeing payment of losses and related investigation, claim administration, and legal expenses.

10.7 Third-Party Transportation Companies. Supplier must ensure that any third-party transportation companies contracted by Supplier to transport and deliver Goods maintain the same insurance coverage required under this Section, sufficient to cover the entire cost to replace the Goods. Transportation companies may be eligible for reduced insurance coverage or limits, but only to the extent approved in writing in advance by City’s Risk Manager. Supplier must confirm that each transportation company has complied with these insurance requirements, including those requirements related to the Additional Insureds and waiver of subrogation. Upon request by City, Supplier must provide certificates and endorsements submitted by each transportation company to prove compliance with this requirement. The insurance requirements for transportation companies do not replace or limit the Supplier’s insurance obligations.

11. Indemnity. To the full extent permitted by law, Supplier must indemnify, defend with counsel acceptable to City, and hold harmless City, its elected and appointed officials, officers, employees, agents, and volunteers (collectively, “City 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 Supplier’s acts or omissions with respect to this Contract, except such Liability caused by the active negligence, sole negligence, or willful misconduct of any City Indemnitees. This indemnity requirement applies to any Liability arising from alleged defects in the content or manner of submission of Supplier’s bid for the Contract and to any and all intellectual property claims. Supplier’s failure or refusal to timely accept a tender of defense pursuant to this Contract will be deemed a material breach of the Contract. Supplier waives any right to express or implied indemnity against any City Indemnitees. 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 termination of this Contract.

12. Correction of Defects. If any Goods are found at any time to be defective or nonconforming, as determined by City in its sole discretion, City reserves the right to reject and return the Goods, in whole or in part, at Supplier’s risk and expense, and Supplier must promptly correct and redeliver (if requested by City) the Goods, or provide City with a refund or credit for the rejected Goods, as determined and directed by City and at no additional cost to City. Goods, including workmanship, materials, parts, or equipment incorporated into the Goods, that do not conform to the requirements of the Specifications and every other Contract Document, as determined by City, will be considered defective and subject to rejection. Supplier will be responsible for any costs associated with storing rejected Goods and shipping rejected Goods back to the Supplier or point of origin. Supplier’s corrective actions under this Section will not operate to waive the City’s rights or remedies with respect to any damages caused by the rejected Goods, the cost of which may be recovered by the City as an offset from payment otherwise due or to become due to Supplier. City’s inspection of the Goods, or its failure to inspect the Goods, will not relieve Supplier of its obligations hereunder. This Section also applies to any defects or deficiencies discovered during the warranty period set forth in Section 22.

13. Ownership. Supplier is deemed to have conveyed the copyright in any designs, drawings, specifications, shop drawings, or other documents (in paper or electronic form) developed by Supplier for the Goods (“Work Product”), and City will retain all rights to such Work Product, including the right to possession. Supplier will promptly deliver all such Work Product to the City following City’s receipt of the Goods, upon termination, or upon demand by City.

14. Intellectual Property Rights. Supplier warrants that the Goods, including any material incorporated therein, do not infringe upon the copyright, trademark, patent, or other intellectual property rights of any third party. Supplier must, at its sole expense, obtain and possess any authorization or license required for use of patented or copyright-protected materials, equipment, devices, or processes that are incorporated into the Goods. Supplier grants a license to such items for the benefit of City. All licenses will be perpetual, world-wide, non-exclusive, non-transferable, and royalty free and sufficient in scope to permit City’s full use and enjoyment of its ownership rights in the Goods. Supplier’s indemnity obligations in Section 11 apply to any claimed violation of intellectual property rights.

15. Records. Supplier will maintain records related to this Contract, including records related to the Goods provided, for a period of four years from expiration or termination of this Contract. Supplier will permit City to inspect, examine, and audit Supplier’s books, records, accounts, and any and all data relevant to this Contract at any reasonable time, and will furnish to City any other evidence or information requested by City.

16. Confidentiality. Unless disclosure is required by applicable law or valid court order, Supplier will maintain the confidentiality of all non-public information made known to or discovered by Supplier in connection with this Contract and will not disclose or otherwise disseminate any information conveyed by or through City to Supplier relating to this Contract. Supplier will immediately notify City in writing if it is requested to disclose any such information. This provision survives termination or expiration of the Contract.

17. Suspension and Termination.

17.1 Suspension. City reserves the right to suspend, delay, or interrupt Supplier’s actions under the Contract, in whole or in part, for a period of time determined to be appropriate for City’s convenience or due to Supplier’s fault. Upon notice by City pursuant to this Section, Supplier must immediately suspend, delay, or interrupt any actions to provide Goods to City, and secure the Goods, if necessary. City will compensate Supplier for reasonable extra costs resulting from such directives only to the extent that City issues such directives for its convenience and not due to Supplier’s fault and provided that Supplier provides advance written notice to City of such extra costs.

17.2 Termination for Convenience. City may terminate this Contract for convenience upon written notice to Supplier. In the event of City’s termination for convenience, Supplier waives any claim for damages, including for loss of anticipated profits. If City terminates the Contract for convenience, Supplier will be compensated for any Goods accepted by City prior to the effective date of termination.

17.3 Termination for Default. City may terminate this Contract for cause for any material default upon written notice to Supplier. Supplier may be deemed in default for a material breach of the Contract Documents, including failure to provide the Goods by the Deadline; failure to correct rejected Goods; failure to comply with applicable laws, regulations, ordinances, rules, or orders; or responsibility for any other material breach of the Contract requirements. If these circumstances exist, the City may give written notice of default to Supplier and demand that the default be cured or corrected within ten days of the notice, unless the City determines that additional time is reasonably necessary to cure the default. If Supplier fails to cure the default within the time specified in the notice, and the Supplier fails to give adequate written assurance of due performance within the specified time, then the City may terminate this Contract for cause. If City terminates the Contract for cause, City will only owe Supplier payment for Goods accepted by City prior to the effective date of termination and may deduct from that payment the costs incurred by City, if any, because of Supplier’s default.

18. Dispute Resolution.

18.1 Written Claim. In the event that any dispute arises in relation to this Contract, the authorized representatives for each party will meet, as soon as practicable, to engage in a good faith effort to resolve the dispute informally. If the parties are unable to resolve the dispute, in whole or in part, through informal discussions, the parties agree to participate in mediation. Notwithstanding the existence of a dispute, the Supplier will continue to provide Goods to City during the course of any dispute, unless otherwise directed by City.

18.2 Mediation. Either party may give written notice to the other party of a request to submit a dispute to mediation, and a mediation session must take place within 60 business days after the date that such notice is given, or sooner if reasonably practicable. The parties will jointly appoint a mutually acceptable mediator. The parties further agree to share equally the costs of the mediation, except costs incurred by each party for representation by legal counsel. Good faith participation in mediation pursuant to this Section is a condition precedent to either party commencing litigation in relation to the dispute.

18.3 Claim Presentment. Nothing in this Contract will be construed as a waiver of any of the claim presentment requirements set forth in Government Code § 900 et seq.

19. Remedies. All of City’s remedies under the Contract Documents will be construed as cumulative, and not exclusive, and City reserves all rights to all remedies available under law or equity as to any dispute arising from or relating to the Contract Documents or the Goods.

20. Waiver. City’s waiver of a breach, failure of any condition, or any right or remedy contained in or granted by the provisions of the Contract Documents will not be effective unless it is in writing and signed by City. City’s waiver of any breach, failure, right, or remedy will not be deemed a waiver of any other breach, failure, right, or remedy, whether or not similar, nor will any waiver constitute a continuing waiver unless specified in writing by City.

21. Acceptance of Goods. Goods are subject to inspection and testing by City, at a location specified by City, prior to acceptance. City’s acceptance of, or payment to Supplier for, the Goods does not release Supplier from its responsibility for the accuracy, completeness, or competency of the Goods, in accordance with the Contract Documents, nor do the actions constitute an assumption of Supplier’s responsibility or liability by City for any defect or error in the Goods.

22. Warranty.

22.1 General. In addition to any other express or implied warranties, Supplier warrants that the Goods will be (1) new, suitable for the intended use; (2) of good quality; (3) free from all defects in design, material, and workmanship; (4) in conformance with the requirements of the Specifications, including any performance standards set forth therein, and (5) in compliance with all applicable federal, state, and local laws, regulations, ordinances, rules, and orders. Any additional warranties provided by law, including the warranty of merchantability and warranty of fitness for a particular purpose will remain in full force and effect and inure to the City’s benefit. At City’s request, Supplier must furnish satisfactory evidence of the quality and type of Goods furnished. City reserves all rights and remedies provided by law for breach of any applicable warranty related to the Goods. City’s inspection, approval, acceptance, or payment for all or part of any Goods will not affect City’s warranty rights.

22.2 Warranty Period. Supplier’s warranty must guarantee that the Goods meet the requirements and performance standards set forth in the Specifications, and that the Goods are free from defective workmanship and materials, for a period of at least one year from the date City accepts the Goods, unless otherwise stated in the Specifications, and except when a longer guarantee is provided by a supplier or manufacturer. Supplier must obtain from its subcontractors, suppliers, and manufacturers any special or extended warranties required by the Contract Documents.

23. Compliance with All Laws. Supplier will comply with, and ensure that the Goods 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. Supplier represents and warrants to City that Supplier has and will keep in effect during this Contract all applicable licenses (including, but not limited to, a City of Napa business license), permits, qualifications, and approvals that are legally required for Supplier to provide the Goods.

24. Conflicts of Interest. Supplier, its employees, subcontractors, and agents may not have, maintain, or acquire a conflict of interest in relation to this Contract in violation of any local 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.

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

26. Force Majeure. If either party is delayed, hindered in, or prevented from the performance of any act required under this Contract because of natural disasters, strikes, lockouts, inability to procure labor or materials, failure of power, riots, insurrection, war, fire or other casualty, or other reason beyond the reasonable control of the party delayed, excluding financial inability (“Force Majeure Event”), performance of that act will be excused for the period during which the Force Majeure Event prevents such performance, and the period for that performance will be extended for an equivalent period.

27. Health and Safety Laws. All Goods must comply with all applicable laws regarding health and safety, including, but not limited to, the California Occupational Safety and Health Act. If applicable, Supplier must provide the City with Safety Data Sheets with the shipment of any hazardous substances, pursuant to Labor Code § 6360 et seq. and 8 CCR § 5194.

28. Nondiscrimination.

28.1 Generally. Supplier will comply with all applicable laws prohibiting discrimination in employment based on race, ethnicity, color, national origin, religion, marital status, age, sex, sexual orientation, physical disability, mental disability, medical condition, or any protected class.

28.2 Affirmative Actions. If this Contract is subject to Section 101 of the City Charter and the Contract Price is $25,000 or more, Supplier 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 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, and NMC section 2.92.040 is incorporated herein by reference. If applicable, Supplier must include this requirement in each subcontract. Supplier 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.

29. 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:

<Department or Title> <Address>

Supplier:

30. General Provisions.

30.1 Assignment and Delegation. This Contract will not be assigned or transferred in whole or in part, nor will any of the Supplier’s duties be delegated, without the City’s prior written consent. Any attempt to assign, transfer, or delegate this Contract, in whole or in 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 Supplier’s and City’s lawful heirs, successors and permitted assigns.

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

30.3 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. Supplier 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.

30.4 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.

30.5 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.

30.6 Express Rejection of Supplier’s Terms. This Contract is not modified by any additional or different terms or conditions which may appear in any communication from Supplier or on any form used by Supplier in the course of business, unless specifically agreed to in writing by City. Acceptance of the Goods does not constitute acceptance of any additional or different terms provided by Supplier.

30.7 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.

30.8 Headings. The heading titles for each Section of this Contract are included only as a guide to the contents and are not to be considered as controlling, enlarging, or restricting the interpretation of the Contract.

30.9 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.

30.10 Iran Contracting Act. If the Contract Price exceeds $1,000,000, Supplier 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.

30.11 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 Supplier and City. The parties agree that this Contract may be executed and transmitted electronically and that electronic signatures will have the same force and effect as original signatures in accordance with the Electronic Signatures in Global and National Commerce Act (15 U.S.C. § 7001 et seq.), the California Uniform Electronic Transactions Act (Civil Code § 1633.1 et seq.), and California Government Code § 16.5.

[Signatures are on the following page.]

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:

Sabrina S. Wolfson, Interim City Attorney

SUPPLIER:

Business Name s/_______________________________ Seal:

Name, Title

Second Signature (See Section 30.11):

s/_______________________________

Name, Title

END OF CONTRACT

Optional Provision for Contract:

If the purchase involves (1) the hauling and delivery of ready-mixed concrete to carry out a public works contract, (2) the hauling of materials used for paving, grading, and fill onto a public works site (if the individual driver’s work is integrated into the follow process of construction), or (3) any other incidental services that fall under the definition of “public works” set forth in Labor Code § 1720, 1720.3, or 1720.9 (e.g., installation, etc.), then the following provisions should be added to the Contract and numbered as appropriate. Certain small dollar contracts (e.g., $25,000 or less or $15,000 or less, depending on the type of work) may be exempt from some of the following requirements. If you have questions regarding whether these provisions apply, consult the City Attorney’s Office.

__. Labor Code Compliance. The Contract is subject to all applicable requirements of Chapter 1 of Part 7 of Division 2 of the Labor Code, beginning at § 1720, and the related regulations, including, but not limited to, requirements pertaining to wages, working hours and workers’ compensation insurance. Supplier must post all job site notices required by laws or regulations pursuant to Labor Code § 1771.4.

__.1 Prevailing Wages. Each worker performing services under this Contract that are covered under Labor Code § 1720, 1720.3, or 1720.9, must be paid at a rate not less than the prevailing wage as defined in §§ 1771 and 1774 of the Labor Code. The prevailing wage rates are on file with the City and are available online at http://www.dir.ca.gov/DLSR. Pursuant to Labor Code § 1775, Supplier and any subcontractor will forfeit to City as a penalty up to $200 for each calendar day, or portion thereof, 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.

__.2 Working Day. Pursuant to Labor Code § 1810, eight hours of labor consists of a legal day’s work. Pursuant to Labor Code § 1813, Supplier will forfeit to City as a penalty the sum of $25 for each day during which a worker employed by Supplier 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 such workers are paid overtime wages under Labor Code § 1815. All services must be carried out during regular City working days and hours unless otherwise specified in the Specifications or authorized in writing by City.

__.3 Payroll Records. Supplier and its subcontractors must maintain certified payroll records in compliance with Labor Code §§ 1771.4, 1776 and 1812, and all implementing regulations promulgated by the DIR. For each payroll record, Supplier 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 §§ 1771, 1811, and 1815. Supplier must electronically submit certified payroll records to the Labor Commissioner as required under California law and regulations.

__.4 Apprentices. If the Contract Price is $30,000 or more, Supplier must comply with the apprenticeship requirements in Labor Code § 1777.5.

__.5 DIR Monitoring, Enforcement, and Registration. The Contract is subject to compliance monitoring and enforcement by the DIR pursuant to § 1725.5 of the Labor Code, and Supplier and any subcontractor must be registered with the DIR to perform public works projects.

__.6 Workers’ Compensation Certification. Under Labor Code § 1861, by signing this Contract, Supplier 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 services on this Contract.”