Sample_Agreement_for_Solicitation.pdf

Install Concrete Pad for Metal Storage Building at Fire Station #3

PROJECT NO. c212306

AGREEMENT

THIS AGREEMENT, made and entered into this ________day of ______________, 20___ (“Effective Date”), by and between the CITY OF SANTA CRUZ, a municipal corporation, hereinafter called “City,” and _________________________________, hereinafter called “Contractor.” City and Contractor are also referred to individually as a “Party” or collectively, as the “Parties”

WITNESSETH, that the Parties hereto do mutually agree as follows:

ARTICLE I

That for and in consideration of the covenants and agreements herein contained and the payments at the prices stated in the Bid attached hereto as Exhibit A, and by this reference made a part hereof, the Contractor hereby covenants and agrees to furnish any and all required supervision, labor, equipment, material, services, and transportation, as set forth in the Contract Documents as hereinafter defined, and will bear any and all other expense necessary or incidental to the performance of certain work hereinafter specified, and to complete:

(the “Project”) in strict conformity and compliance with the Contract Documents, and to do everything required by this Agreement, and by said Contract Documents as hereinafter defined (the “Work”).

Contractor represents and warrants that Contractor: (i) is fully experienced, properly qualified, and fully licensed to perform the Work provided for herein, (ii) has the financial capability required for the performance of the Work, and (iii) is properly equipped and organized to perform the Work and services in a competent, timely, and proper manner, in accordance with the requirements of this Agreement. Contractor shall supply all necessary labor, tools, materials, supplies, and equipment to skillfully and competently perform the required Work. The materials and equipment furnished and used shall be new and unused and of the highest commercial quality currently available. The materials and equipment shall be manufactured, handled, and used in a workmanlike manner to ensure completed work in accordance with the work specifications

ARTICLE II

It is expressly agreed and understood by each and every party to this Agreement that the following documents are hereby incorporated and made a part of this Agreement (hereinafter the “Contract Documents”):

1. All applicable Laws and Regulations

2. Duly issued Agreement modifications, and allowance authorization(s) signed by the City, in chronological order by effective date of each.

3. This Agreement, including:

a. Exhibit A – Contractor’s Bid, including all attachments

4. Labor and Material Bond (Payment Bond)

5. Performance Bond

6. Maintenance Bond (if required)

7. Insurance Certificates, including Contractor’s Certificate Relating to Worker’s Compensation

8. Good Faith Effort Statement for Local Hire

9. Local Hiring Statement

10. Invitation For Bids for Install Concrete Pad for Metal Storage Building at Fire Station #3

[c212306], including the Project Specifications, drawings, and plans, all Exhibits, and all Addenda in the reverse order of date of issuance

11. General Conditions

12. Standard Specifications, as hereinafter defined, including the City Specifications and all applicable State Specifications and/or Drawings

The parties to this Agreement do hereby expressly acknowledge that they have read, understand, and promise to comply with each and every provision of Contract Documents. There are no Contract Documents other than those indicated above. In the event inconsistencies, conflicts, or ambiguities between and among the Contract Documents are discovered, the parties shall attempt to resolve any ambiguity, conflict, or inconsistency informally, recognizing that the Contract Documents shall take precedence in the order in which they are listed above. Inclusion of an order of precedence herein does not in any way negate or reduce Contractor’s obligation to report conflicts, discrepancies, apparent omissions, and similar matters to the City.

ARTICLE III

It is expressly agreed and understood by the Contractor that the “Standard Specifications” consists of the documents on file at the Public Works Department of the City of Santa Cruz and incorporated herein by reference, entitled:

1. City of Santa Cruz Department of Public Works, Department of Parks and Recreation, and Water Department 2002 Standard Specifications (“City Specifications”);

Where conflicts arise between the City’s Standard Specifications and the State Specifications, the City’s Standard Specifications shall control and apply.

Where conflicts arise between the City’s Standard Specifications and this Agreement, the terms of this Agreement shall control and apply.

ARTICLE IV

City will pay Contractor for actual and complete performance of the work and services at the rates and fees set forth in the Bid detailed in Exhibit A, attached to this Agreement. Contractor will not be reimbursed for any costs or expenses at any rates that exceed the amounts set forth in Exhibit A, unless agreed to by the City through a written change order. The total fees for the scope of work shall not exceed the following amount: $ . Such payment shall be considered the full compensation for all personnel, materials, supplies, and equipment used by Contractor in the scope of work to complete the Project.

ARTICLE V

Contractor shall commence work within ten (10) days after receipt of a written Notice to Proceed from the City and complete the Work within [INSERT number of days] working days, based on an agreed upon work schedule. The Agreement shall terminate upon the completion of Contractor’s work, unless terminated sooner pursuant to the terms of this Contract.

ARTICLE VI

Contractor shall conform to all laws and regulations of the United States and the State of California, as well as laws of Santa Cruz, as may be applicable to the Project. In addition, the City Council of the City of Santa Cruz endorses the MacBride Principles and the Peace Charter and encourages all companies doing business in Northern Ireland to abide by the MacBride Principles.

ARTICLE VII

The City hereby contracts to pay said Contractor the prices provided for in Exhibit A in the manner, to the extent, and at the times set forth in the Contract Documents. Contractor shall not undertake any work beyond the scope of work set forth in Exhibit A unless such additional work is approved in advance and in writing by City in the form of a change order.

ARTICLE VIII

It is agreed by the parties hereto that the acceptance of the Contractor's performance will be made only by an affirmative action of the City of Santa Cruz City Council in session, evidenced by resolution, and upon the filing by the Contractor of a Release of all Claims of every nature on account of work done under this Agreement, together with an affidavit that all claims have been fully paid.

The acceptance by the Contractor of said final payment shall constitute a waiver of all claims against the City arising out of or in connection with this Agreement.

ARTICLE IX

To the fullest extent permitted by law, Contractor agrees to indemnify, defend, and hold harmless the City, its officials, officers, and employees from and against any and all claims, demands, actions, damages, or expenses, (including attorney’s fees and costs) arising in any way related to the obligations or performance of this Contract by the Contractor, Contractor’s employees, subcontractors, or agents, except where caused by the sole or active negligence, or willful misconduct of the City. Contractor’s obligation under this Article VII of the Contract to defend shall arise regardless of any claim or assertion that City and its related parties caused or contributed to any claims.

The obligations of the Contractor under this Article IX shall survive expiration or termination of this Contract to the fullest extent permitted by law.

This indemnification clause supersedes any other indemnification clauses contained in any other Contract Documents.

Contractor shall require its subcontractors to agree to the indemnification obligations stated in this Article VII to the same extent and under the same terms and conditions as Contractor is required to defend, indemnify, and hold harmless City, its officials, officers, and employees, as stated herein.

ARTICLE X

Contractor agrees to procure and maintain the insurance coverages and limits, as required by City prior to the commencement of Work, as specified in Exhibit B.

ARTICLE XI

Article Intentionally Omitted

ARTICLE XII

Any notice, approval, consent, waiver or other communication required or permitted to be given or to be served upon either Party in connection with this Agreement shall be in writing. In addition to providing a courtesy notice via email, such notice shall be personally served, or sent by reputable overnight delivery service, such as Federal Express, or sent by priority U.S. mail, and notice shall be deemed given: (a) if personally served, when delivered to the Party to whom such notice is addressed; (b) if sent by reputable overnight delivery service, such as Federal Express, when delivered, (c) if sent by priority U.S. mail, notice shall be deemed delivered on the fifth business day after deposited with the U.S. Postal Service. Such notices shall be addressed to the Party to whom such notice is to be given at the Party’s address set forth below or as such party shall otherwise direct in writing to the other Party delivered or sent in accordance with this Section.

Party must provide written notice to the other of any changes to the above information.

If to City:

City of Santa Cruz Attention: Mike Venezio Telephone: (831) 420-5280

Email: mvenezio@santacruzca.gov

If to Contractor:

Attention: ____________ Address City, State Zip Code Telephone: _______________ Email: ____________________

ARTICLE XIII

General Terms

1. Contractor’s Records. City shall have the right to access and review records of Contractor and subcontractors related to the work on this Project for at least three years (or longer as otherwise specified) after issuance of final payment under this Agreement. When state or federal funds are involved in the Project’s funding or financing, the state or federal government shall have the same rights of access and examination as the City under this provision.

2. Independent Contractor. Contractor represents that it has or will secure at its own expense all personnel, materials, and related services required to perform the services under this Agreement. Contractor (and its employees, agents, representatives, and subcontractor(s)), in the performance of this Agreement, shall act in an independent capacity and not as officers or employees or agents of the City. Contractor, not the City, shall have exclusive and complete control over its employees and subcontractors, and shall determine the method of performing the services hereunder. City, however, retains the right to require that work performed by Contractor meet specific standards consistent with the requirements of this Agreement without regard to the manner and means of accomplishment thereof.

3. Compliance with Laws. All activities of Contractor will be carried out in compliance with all applicable federal, state, and local laws and regulations, including applicable ordinances and resolutions. City, and its officials, officers, and employees, shall not be liable at law or in equity by reason of the failure of the Contractor to comply with this paragraph.

4. Contractor Not an Agent. Contractor shall have no authority, express or implied, to act on behalf of the City in any capacity pursuant to this Agreement to bind the City to any obligation whatsoever.

5. Conflict of Interest. Contractor agrees to comply with conflict of interest laws in performing the work and services under this Agreement. Contractor covenants that it presently has no interest and shall not acquire any interest, direct or indirect, which would conflict in any manner or degree with the performance of services required to be performed under this Agreement. Contractor acknowledges that it is aware of and agrees to comply with the provisions of the Political Reform Act, Section 1090 of the Government Code, and the City’s conflict of interest code. Contractor will immediately advise the City if Contractor learns of a conflicting financial interest of Contractor’s during the term of this Agreement.

6. Remedies. Either Party shall be entitled to all remedies afforded by law or in equity to enforce their respective rights under this Agreement. No right or remedy in this Agreement are intended to be exclusive of any other right or remedy, but every such right or remedy shall be cumulative and shall be in addition to and not a limitation of any duties, obligations, rights and remedies otherwise imposed or available by law, in equity or in the Agreement.

7. Assignment and Successors. Contractor shall not assign any portion of the work required by this Agreement nor otherwise assign or transfer any interests in it without prior written approval of City, which may be withheld or delayed in City’s sole and absolute discretion.

This Agreement will be binding on the heirs, legal representatives, successors and assigns of the Parties named herein.

8. Amendment. Except as otherwise provided in this Agreement, neither this Agreement nor any provision hereof may be waived, modified, amended, or discharged, or terminated except by an instrument in writing signed by the Parties, and then only to the extent set forth in such writing.

9. Complete Agreement. This Agreement, along with the terms and conditions in the Contract

Documents and any attachments, is the full and complete integration of the Parties’ agreement with respect to the matters addressed herein, and that this Agreement supersedes any previous written or oral agreements between the Parties with respect to the matters addressed herein. Unless otherwise stated, to the extent there is any conflict between this Agreement and any other agreement (written or oral), the terms of this Agreement shall control.

10. Severability. The unenforceability, invalidity or illegality of any provision(s) of this

Agreement shall not render the other provisions unenforceable, invalid or illegal.

11. Waiver. Waiver by any party of any portion of this Agreement shall not constitute a waiver of the same or any other portion hereof.

12. Governing Law and Venue. This Agreement shall be governed by and interpreted in accordance with the laws of the State of California. The Parties hereby agree that any action or proceeding to enforce any provision of this Agreement shall be brought only in the appropriate state or federal court located in Santa Cruz County, California.

13. Time. Time is of the essence for each provision of this Agreement.

14. Contract Interpretation. Each party acknowledges that it has reviewed this Agreement and that the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Agreement.

15. Counterparts. This Agreement may be executed in counterparts, which, together, shall constitute one and the same instrument. Electronic, facsimile and scanned pdf signatures and copies of this Agreement shall be accepted as originals.

16. Warranty of Authority. The signatories to this Agreement warrant and represent that each is authorized to execute this Agreement and that their respective signatures serve to legally obligate their respective representatives, agents, successors and assigns to comply with the provisions of this Agreement.

Signature Page to Follow

IN WITNESS WHEREOF, this Agreement is executed by the City Manager of the City of Santa Cruz, under and pursuant to a resolution of the City Council authorizing such execution, and the Contractor has affixed his/her signature hereto the day and year first hereinabove written.

Approved as to Form by:

Date:

Office of the City Attorney

For Contractor Name:

Signature: Date:

(Name, Title)

For CITY OF SANTA CRUZ, a municipal corporation

Date:

Matt Huffaker, City Manager