Sample_Agreement_-_MRF_Stormwater_Treatment_System.pdf

MRF STORMWATER TREATMENT SYSTEM c402111

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;”

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 proposal attached hereto, 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 build, construct, reconstruct, pave or repave and complete improvements for:

(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”).

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 Proposal, including all attachments

4. Labor and Material Bond (Payment Bond)

5. Performance Bond

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

7. Request for Proposals for “MRF STORMWATER TREATMENT SYSTEM (c402111)” including the Project Specifications, drawings, and plans, all Exhibits, and all Addenda in the reverse order of date of issuance

8. General Conditions

9. Standard Specifications, 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, entitled:

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

2. Standard Specifications of the State of California, Department of Transportation, dated

2023 (“State Specifications”); and

Where conflicts arise between the City’s Standard Specifications and the State Specifications, the

City’s Standard Specifications shall control and apply.

ARTICLE IV

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 V

The City hereby contracts to pay said Contractor the prices provided for in the Bid Proposal in the manner, to the extent, and at the times set forth in the Contract Documents.

ARTICLE VI

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 VII

To the fullest extent permitted by law, Contractor shall defend, indemnify, and hold harmless the

City and its respective officials, officers, directors, partners, employees, and authorized agents

(“Indemnitees”) from and against any and all claims, suits, actions, judgments, demands, liabilities, losses, damages, expenses, including attorneys’ fees and costs of litigation (collectively, “Losses”), arising from personal or bodily injuries, death, property damage, or otherwise in any way related to, connected with, or resulting from the obligations or performance of the Work under this Agreement by Contractor, subcontractors, and their respective officers, directors, employees, agents, or other third parties directly or indirectly employed by or under the authority or control of

Contractor or subcontractors. This provision shall not be deemed to require the Contractor to indemnify or hold harmless an Indemnitee for any Loss proximately caused by the sole or active negligence or willful misconduct of the Indemnitee, as determined by a court or other adjudicatory body of competent jurisdiction.

Contractor acknowledges and agrees that Contractor’s obligation to defend the City and the other

Indemnitees arises at the time such Losses is tendered to Contractor by the Indemnitees and continues at all times until finally resolved, and/or decided by an adjudicatory body or a court of competent jurisdiction. This provision shall survive the termination of the Agreement or the completion of the Work.

This indemnification clause supersedes any other indemnification clauses contained in any other

Contract Documents.

ARTICLE VIII

Article Intentionally Omitted.

ARTICLE IX

General Terms

1. 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.

2. Severability. The unenforceability, invalidity or illegality of any provision(s) of this Agreement shall not render the other provisions unenforceable, invalid or illegal.

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

4. Governing Law. This Agreement shall be governed by and interpreted in accordance with

California law.

5. 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.

6. Counterparts. The Parties may execute this Agreement in two or more counterparts, which shall, in the aggregate, be deemed an original but all of which, together, shall constitute one and the same instrument. A scanned, electronic, facsimile or other copy of a party’s signature shall be accepted and valid as an original.

7. 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.

Technical Review by:

Date:

Kevin Crossley, Assistant Director/City Engineer

Approved as to Form by:

Anthony P. Condotti, City Attorney

For Contractor Name:

Signature: Date:

(Name, Title)

For CITY OF SANTA CRUZ, a municipal corporation

Matt Huffaker, City Manager

LABOR AND MATERIAL BOND

WHEREAS, as the City Council of the City of Santa Cruz, a municipal corporation in the County of Santa Cruz, State of California (the “City”), has awarded to hereinafter designated as the “Principal”, a contract for constructing the work or improvement described in the contract documents entitled:

“MRF STORMWATER TREATMENT SYSTEM (c402111)” adopted by the City Council of the City April 9, 2024; and

WHEREAS, said Principal is required under the terms of said contract to furnish a Labor and

Material Bond, the surety of this bond will pay the same to the extent hereinafter set forth; and

WHEREAS, the said Principal is about to enter into the annexed contract with the City to complete the work or improvement referred to above for the City, all as more particularly and in detail shown upon the Contract Documents filed in the Office of the City Clerk of the City:

NOW, THEREFORE, we, the Principal, and , a corporation organized and existing under and by virtue of the laws of the State of as

“Surety”, are held and firmly bound unto the City of Santa Cruz in the sum of dollars ($ ), such sum being not less than one hundred percent (100%) of the estimated contract cost of the work, lawful money of the United States of America, to be paid to the City of Santa Cruz, for payment of which sum, well and truly to be made, we hereby bind ourselves, our heirs, administrators, executors, successors and assign jointly and severally.

THE CONDITION OF THIS OBLIGATION IS SUCH, that if said Principal or its heirs, executors, administrators, successors or assigns, shall fail to pay for any materials, provisions, vendor supplies, or equipment as provided in the contract documents, upon, for, or about the performance of the work contracted to be done, or for any work or waiver thereon of any kind, or for amounts due under the Unemployment Insurance Code with respect to work or labor performed by any such claimant, or fails to pay any of the persons authorized under Civil Code Section 9100 to assert a claim against a payment bond, or fails to pay for any amounts required to be deducted, withheld, and paid over to the Franchise Tax Board for the wages of employees of the Principal or his/her subcontractor pursuant to Section 18806 of the Revenue and Taxation Code, or fails to pay for any amounts required to be deducted, withheld, and paid over to the Employment Development

Department from the wages of employees of the principal and all subcontractors with respect to such work and labor that the surety or sureties will pay for the same, in an amount not exceeding the sum specified in this bond, and also, in case suit is brought upon the bond, will pay, in addition to the face amount hereof, a reasonable attorney's fee, to be fixed by the Court.

The condition of this obligation is such that its terms inure to the benefit of any of the persons and entities authorized in Civil Code Section 9100 to assert a claim against a payment bond so as to give a right of action to such persons or entities or their assigns in any suit brought upon or action to enforce liability on the bond.

The Surety, for value received, hereby stipulates and agrees that no change, extension of time, alteration, or addition to the terms of the contract or to the work to be performed thereunder shall in any manner affect its obligation upon this bond, and it does hereby explicitly waive notice of any such change, extension of time, alteration or addition to the terms of the contract or to the work to be performed thereunder, and further explicitly hereby waives its rights under Civil Code

Section 2819.

IN WITNESS WHEREOF, the above parties have executed this instrument under their seals this day of , 20_____, and duly signed by its undersigned representative, pursuant to the authority of its governing body.

PRINCIPAL:

Firm name:

Printed name:

Title:

SURETY:

I hereby approve the form of the within bond.

City Attorney Date

(Note: Signatures of those executing for the surety as an Attorney-in-Fact must include a Notary

Acknowledgement.)

FAITHFUL PERFORMANCE BOND

WHEREAS, the City Council of the City of Santa Cruz, a municipal corporation in the County of

Santa Cruz, State of California (the “City”), and hereinafter designated as “Principal” have entered into an agreement whereby

Principal agrees to install and complete the work or improvement described in the contract documents entitled:

“MRF STORMWATER TREATMENT SYSTEM (c402111)” adopted by the City Council of the City on April 9, 2024; and

WHEREAS, said Principal is about to enter into the annexed agreement with the City as is required to furnish security for the faithful performance of said Agreement.

NOW, THEREFORE, we, the Principal, and , a corporation organized and existing under and by virtue of the laws of the State of , as “Surety”, are held and firmly bound unto the City, in the sum of

($ ), such sum being not less than one hundred percent (100%) of the estimated contract cost of the work, lawful money of the United States of America, to be paid to the City, for payment of which sum, well and truly to be paid, we hereby jointly and severally bind ourselves, our heirs, administrators, executors, successors and assigns, by these presents;

NOW, THEREFORE, THE CONDITION OF THIS OBLIGATION IS SUCH, that if the above bound Principal, its heirs, executors, administrators, successors, or assigns will in all things abide by and well and truly keep and perform the covenants, conditions and provisions in the said agreement and any alteration thereof made as therein provided, on his or her part, to be kept and performed at the time and in the manner therein specified, and in all respects according to the true intent and meaning, and will indemnify and save harmless the City, its officers and agents, and employees, as therein stipulated, then this obligation will become null and void, otherwise it will be and remain in full force and effect.

As a part of the obligation secured hereby and in addition to the face amount specified therefore, there will be included costs and reasonable expenses and fees, including reasonable attorneys’ fees, incurred by the City.

As a condition precedent to the satisfactory completion of the said contract, an obligation in the amount of ($ ), being not less than ten percent (10%) of the estimated contract cost, will remain in force for a period of one (1) year after the official acceptance of said work, during which time if the Principal, its heirs, executors, administrators, successors or assigns will fail to make full, complete and satisfactory repairs and replacements or totally protect the City of Santa Cruz from loss or damage made evident during said period of one (1) year from the date of official acceptance of said work and resulting from or caused by defective materials or faulty workmanship in the prosecution of the work done, the above obligation in the sum of ($

), will remain in full force and effect, otherwise the obligation will be discharged.

However, notwithstanding any other provisions of this paragraph, the obligation for the surety hereunder will continue so long as any obligation of the Principal remains.

The Surety, for value received, hereby stipulates and agrees that no change, extension of time, alteration, or addition to the terms of the contract or to the work to be performed thereunder or the specifications will in any manner affect this obligation upon this bond, and it does hereby explicitly waive notice of any such changes, extensions of time, alterations, or additions to the terms of the contract or to the work to be performed thereunder, or to the specifications, and it further explicitly hereby waives its rights under California Civil Code § 2819.

IN WITNESS WHEREOF, the parties have executed this instrument under their seals this day of , 20___, and duly signed by its undersigned representative, pursuant to the authority of its governing body.

PRINCIPAL:

SURETY:

I hereby approve the form of the within bond.

City Attorney Date

(Note: Signatures of those executing for the surety as an Attorney-in-Fact must include a Notary

Acknowledgement.)

Contractor’s Certificate Relating to Worker’s Compensation

I, THE UNDERSIGNED, HEREBY CERTIFY that at all times during the performance of any work under contract with the City of Santa Cruz (check one of the following) for MRF

STORMWATER TREATMENT SYSTEM (c402111):

□ I have and will maintain in full force and effect Workers’ Compensation Insurance, as required by Section 3700 of the Labor Code, for the performance of the Work. My

Workers’ Compensation insurance carrier and policy number are:

Insurance Carrier:

Policy Number:

□ I have and will maintain in full force and effect and have attached hereto a Certificate of

Consent to Self-Insure issued by the Director of Industrial Relations, as provided for by

Section 3700 of the Labor Code, for the performance of the Work.

I declare under penalty of perjury that the foregoing is true and correct and executed on

, 20 at , California.

CONTRACTOR

Name: