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AGREEMENT FOR THE CONSTRUCTION OF THE CITY OF GONZALES
INDUSTRIAL WASTEWATER TREATMENT FACILITY
THIS AGREEMENT made and entered into the 19th day of May 2025, between the City of Gonzales, a municipal corporation of the State of California, hereinafter referred to as the “City” or “Owner” and Gateway Pacific Contractors, Inc., hereinafter referred to as the “Contractor”;
RECITALS
WHEREAS, the City Council, heretofore caused Drawings and Specifications for the Work hereinafter mentioned to be prepared, and therefore did approve and adopt the Drawings and Specifications; and
WHEREAS, the City Council did cause to be published for the time and in the manner required by law, a Notice inviting sealed Bids for the performance of the Work; and WHEREAS, the Contractor, in response to such Notice, submitted to the City Council within the time specified in the Notice, and in the manner provided for therein, a sealed Bid for the performance of the Work specified in the Contract Documents, which the Bid, and the other Bids submitted in response to the Notice, the City publicly opened and canvassed in the manner provided by law; and WHEREAS, the Contractor was the lowest responsible Bidder for the performance of the Work, and the City Council, as a result of the canvass of the Bids, did determine and declare Contractor to be the lowest responsible Bidder for the Work and award a Contract to Contractor to do the Work referred to in the aforementioned plans and specifications; and
WHEREAS, Contractor is ready, willing, and able to complete all Work specified in the Contract Documents, in accordance with the Specifications, Drawings and all other terms and conditions of the Contract Documents; and
NOW, THEREFORE, in consideration of the mutual covenants hereinafter, the City and Contractor agree as follows:
ARTICLE 1 – SCOPE OF WORK
1.1 The Work. The Contractor shall furnish all labor, materials, tools, apparatus, equipment, transportation, insurance, bonds, special services, and skill to construct and complete in good workmanlike and substantial manner to the satisfaction of the City all the Work called for, and in the manner designated in, and in strict conformity with the Contract Documents for the project entitled:
City of Gonzales Industrial Wastewater Treatment Facility Project. All incidental work not shown on the Plans or specified herein which is necessary to complete the Work so as to provide the project described, or shown, shall be furnished, and installed as part of this Contract at no additional cost to the City.
1.2 Location of Work. The Work will be performed at the following location: City of Gonzales and Monterey County, CA as shown on the Contract Drawings.
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ARTICLE 2 – CONTRACT DOCUMENTS
2.1 Contract Documents.
The Contract Documents consist of the following documents:
• Bidding Requirements (Sections 00100 through 00499. Does not include Section 00300, Supplemental Project Information Available to Bidders); • Contracting Requirements (Sections 00500 through 00999); • General Requirements (Division 1);
• Technical Specifications (Division 2 and all other Divisions following); • Contract Drawings;
• Addenda (numbers 1 to 5, inclusive);
• Permits from other agencies as may be required by law; and • All other documents incorporated by reference into these Contract Documents. • The following which may be delivered or issued on or after the Effective Date of the Agreement and are not attached hereto:
o Notice to Proceed (Section 00600)
o Field Directive(s)
o Change Order(s)
o Unilateral Change Order
o Field Order(s)
2.2 Not Contract Documents. There are no Contract Documents other than those listed in this Section 00510, Article 2, Contract Documents. Section 00300, Supplemental Project Information Available to Bidders, and the information supplied therein, are not Contract Documents. The Contract Documents may only be amended, modified, or supplemented as provided for in Section 00700, General Conditions and Section 00800, Supplementary General Conditions.
2.3 Definitions and Terms. Unless otherwise specifically provided herein, all terms, words and phrases defined in Section 00700- 1.02, Definitions of Words and Terms, shall have the same meaning and intent in this Agreement.
2.4 Entire Contract; Interpretation. This Agreement, together with the Contract Documents, constitutes the entire agreement between the Parties with respect to the subject matter hereof, and supersedes all prior oral or written agreements between the Parties with respect thereto (including without limitation, City’s award of the Contract to Contractor and any applicable letter of intent), unless such agreement is expressly incorporated herein. City makes no representations or warranties, express or implied, not specified in this Agreement or the Contract Documents. This Agreement and the Contract Documents are the product of negotiation between the Parties. Accordingly, any rule of construction of contracts (including, without limitation, California Civil Code §1654) that ambiguities are to be construed against the drafting party shall not be employed in the interpretation of this Agreement or the Contract Documents.
2.5 Severability. Any provision or part of the Contract Documents held to be void or unenforceable under any Law or Regulation shall be deemed stricken, and all remaining provisions shall continue to be valid and binding upon City and Contractor, who agree that the Contract Documents shall be reformed to replace such stricken provision or part thereof with a valid and enforceable provision that comes as close as possible to expressing the intention of the stricken provision. 00510-3
2.6 Amendments. The terms of this Agreement or the Contract Documents shall not be waived, altered, modified, supplemented, or amended in any manner whatsoever except as authorized by the Contract documents or by a written instrument signed by the Parties.
2.7 Further Assurances. The Parties shall cooperate fully in the execution of any and all other documents and in the completion of any additional actions that may be necessary or appropriate to give full force and effect to the terms and intent of this Agreement and the Contract Documents.
ARTICLE 3 – CONTRACT PRICE
3.1 Contract Price Breakdown. Subject to additions and deductions by Change Order(s) as provided in the Contract Documents, the City agrees to pay and Contractor agrees to accept, in full payment for completion of the Work in accordance with the Contract Documents as follows:
BID SCHEDULE
Item Description Quantity Units Bid Amount
1. Mobilization/Demobilization, Bonding and
Insurance (not to exceed 3 percent of Total Bid
Price)
1 LS $600,000
2. Demolition Work: Full compensation for all work
performed (including, but not limited to, all
labor, supervision, materials, equipment,
transportation, repairs and restoration of
facilities following demolition, and other work
required for demolition as shown on the Contract
Drawings
1 LS $100,000
3 Sheeting, shoring, and bracing, or equivalent
method for the protection of life and limb in
trenches and open excavations, pursuant to
California Labor Code Sections 6705 and 6707
1 LS $100,000
4. Civil Work: Full compensation for all work
performed required to complete all civil work as
indicated in the Contract Documents (including,
but not limited to all labor, supervision,
materials, equipment, transportation, and other
work, including but not limited to site
preparation, clearing/grubbing, grading,
earthwork, excavation, backfilling, subgrade
remediation, yard piping, finished grading,
hauling & exporting excess material, importing
materials, paving, pond lining, fencing and
appurtenances, dewatering and any other
appurtenant work to the project as indicated in
the Contract Documents)
1 LS $7,538,000
5. Structural Work: Full compensation for all work
performed required to complete all structural
1 LS $4,000,000
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Item Description Quantity Units Bid Amount
work (including but not limited to all labor,
supervision, materials, equipment,
transportation, cast-in-place concrete structures,
formwork, placing and curing concrete, framing
and trusses, concrete masonry unit operations
building structure, metal roofing, pre-fabricated
blower building structure, canopy structures,
doors, roll-up doors, stairs and ladders, hand
rails, equipment pads, footings, foundations, and
all other appurtenant structural work as
indicated in the Contract Documents
6. Mechanical Work: Full compensation for all work
performed required to complete all mechanical,
and miscellaneous work (including but not
limited to all labor, supervision, materials,
equipment, transportation, and equipment
procurement & installation). Include in this bid
line-item Contractor's costs for procurement
administration, overhead, logistics, supervision,
and incidentals associated with equipment.
Include in this line-item furnishing, installing,
starting up and commissioning of blower
systems, air diffusion systems, pumps and pump
motors, screen handling, grit handling, HVAC
systems, plumbing systems and fixtures and all
other mechanical systems included in the
Contract Documents
1 LS $4,000,000
7. Electrical, Instrumentation & Control: full
compensation for all work performed for
complete installation of the electrical,
instrumentation and control systems (including
but not limited to all labor, permitting,
supervision, materials, equipment,
transportation, procurement, delivery, logistics
of materials, coordination with utility service
provider (Pacific Gas & Electric), trenching,
excavation, backfill, compaction, placement of
slurry mixes, furnishing and installing duct banks,
conduit, pull boxes, grounding equipment, wires,
wiring, switches, transformers, interface
connections, motor control centers, integrated
power centers, electrical equipment and
components, standby diesel engine generator,
automatic transfer switch for standby diesel
engine generator, installation of control panels
1 LS $4,800,000
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Item Description Quantity Units Bid Amount
and materials, and all other appurtenances
necessary to electrically connect, test, and startup the electrical, instrumentation and control systems as specified in the Contract Documents
8. Protective Coatings: Full compensation for all
work required to complete all protective coatings
installation (including but not limited to all labor,
supervision, materials, equipment,
transportation, and other work as indicated in
the Contract Documents
1 LS $150,000
9. Storm Water Pollution Prevention Program
(SWPPP): Full compensation for all work as
required for complete compliance with the
Regional Water Quality Control Board, General
Construction Activity Storm Water Permit and
the Storm Water Pollution Prevention Plan
(including but not limited to all labor,
supervision, materials, transportation, and
equipment purchased, installed and utilized for
development and implementation SWPPP)
1 LS $50,000
10. Testing: Full compensation for furnishing and
mobilizing all necessary labor, equipment,
materials, tools and incidentals, and performing
all the work involved, including but not limited to
testing of blowers, equipment, pipelines,
concrete, and compaction in accordance with the
Contract Documents
1 LS $30,000
11. Field Orders: Allowance for Field Orders as
indicated in Section 00700 General Conditions.
Contractor is only compensated from this line
item as approved by the Owner or Owner’s
Representative
1 LS $400,000
12. All Other Work: Full compensation for work
performed and required to complete the project
in its entirety as shown in the Contract
Documents (including all other work not
identified in the previous line items and any
labor, supervision, materials, and equipment
required thereto
1 LS $100,000
13. Potholing: Full compensation for all work
performed and required, including all labor,
supervision, materials, and equipment
purchased, installed and utilized, for conducting
1 LS $20,000
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Item Description Quantity Units Bid Amount
potholing of all potential underground
interference facilities
14. Environmental Mitigation and Monitoring
Measures: Full compensation for furnishing and
mobilizing all necessary labor, equipment,
materials, tools, incidentals, and performing all
the work involved, for compliance with all
environmental mitigation and monitoring
measures as identified in Specification Section
01061
1 LS $50,000
TOTAL BID AWARD AMOUNT (Items 1 through 14) $21,938,000 TOTAL BID AWARD AMOUNT (in words) Twenty-one million, nine hundred thirty-eight thousand dollars The above Total BID AWARD Price includes all allowances, if any, provided for in the Contract Documents.
Progress and final payments shall be in accordance with the General Conditions.
When, under the provisions of this Agreement, the City shall charge any sum of money against Contractor, City shall deduct and retain the amount of such charge from the amount of the next succeeding progress estimate, or from any other moneys due or that may become due to the Contractor from City. If, on completion or termination of the Contract, sums due Contractor are insufficient to pay City's charges against him, the City shall have the right to recover the balance from Contractor or its sureties.
Compensation for Unit Price Items shall be based upon the unit prices stated in above schedule times the actual quantities or units of work and materials performed or furnished. Unit prices paid by the City may change depending on actual quantities or units or work completed in accordance with Section 00700-9.04, Increased or Decreased Quantities.
3.2 Substitution of Securities for Money Withheld. At any time prior to final payment, Contractor may request substitution of securities for any money withheld by the City to ensure performance of the Agreement in the manner as provided by California Public Contract Code §22300. At the expense of the Contractor, securities equivalent to the money withheld may be deposited with the City or with an approved financial institution as escrow agent according to a separate Security Agreement. Securities eligible for substitution shall include those listed in §16430 of the California Government Code or bank or savings and loan certificates of deposit.
ARTICLE 4 – CONTRACT TIMES
4.1 Time is of the Essence. All time limits for Milestones, if any, Substantial Completion, and completion and readiness for final payment as stated in the Contract Documents are of the essence of this Agreement.
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4.2 Commence Work. Contractor shall commence execution of the Work on the date established in the Notice to Proceed. The City reserves the right to modify or alter the Commencement Date of the Work.
4.3 Days to Achieve Contract Times. The Contract time for this project will be 420 working days.
4.4 Liquidated Damages. The City and Contractor recognize that time is of the essence of this Agreement and that the City will suffer financial loss if the Work is not completed within the contract times specified in 4.3, Days to Achieve Contract Times. The actual fact of the occurrences of damages and the actual amount of the damages which City would suffer if the Work were not completed within the specified times set forth above are dependent upon many circumstances and conditions which could prevail in various combinations, and, from the nature of the case, it would be impracticable and extremely difficult to fix the actual damages.
Damages which City would suffer in the event of delay include loss of the use of the Project, and, in addition, expenses of prolonged employment of an architectural and engineering staff; costs of administration, construction management, inspection, and supervision; the loss suffered by the public within the City’s constituent cities by reasons of the delay in the completion of the project to serve the public at the earliest possible time; and, costs associated with ongoing and extended permit compliance.
Accordingly, the City and the Contractor agree that as liquidated damages for delay, in accordance with California Government Code Section 53069.85, the Contractor will forfeit and pay to the City liquidated damages in the amounts set forth in the table below, per day for each and every calendar day that expires after the time for completion specified in the above section 4.3, Days to Achieve Contract Times, except as otherwise provided by extension of time pursuant to Section 00700-8.04, Time Extensions, of the General Conditions.
It is further understood and agreed in accordance with California Government Code Section 53069.85 that the liquidated damages sum specified in this provision is not manifestly unreasonable under the circumstances existing at the time this Contract was made, and that the City may deduct liquidated damages sums in accordance with this provision from any payments due or that may become due the Contractor.
The Contractor shall commence work on the date established via the Notice to Proceed and all work under this contract shall be complete on or before the expiration of Four Hundred twenty (420) working days after said Notice-To-Proceed. Liquidated damages of $3,500 per day will be assessed for each calendar day over contract time unless the Contractor can prove in writing, and shall be supplemented by the equipment manufacturer in writing,that equipment procurementlead time has delayed the project beyond the completion date and that the equipment was ordered in a timely manner.
As equipment lead times are anticipated to drive the project schedule, critical submittals have been identified in Specification Section 01300. The Contractor shall submit initial submittals for these critical items within 16 weeks of issuance of the NTP and re-submittal, if necessary, within 8 weeks of receipt of comments. If the Contractor is delinquent on submissions, liquidated damages will be assessed for each calendar day in exceedance of the specified delivery date.
4.5 Damages for Violations of Environmental Impact Mitigation Requirements. The Contractor recognizes that the City has defined environmental controls for the Work to promote compliance with the environmental impact mitigation requirements identified in the City’s certified Programmatic Environmental Impact Report and related mitigation monitoring and reporting plan for the Work. In 00510-8
addition to the liquidated damages specified in Section 4.4, Liquidated Damages, the City, and the Contractor agree that penalties imposed on and costs incurred by the City as a result of violations of such requirements caused by the actions or inactions of the Contractor, its employees, or subcontractors, the Contractor will forfeit and pay the City any and all penalties and costs for such violations. Costs related to such penalties and violations include, without limitation, City staff time, City equipment costs, materials, City’s consultants, and legal fees.
ARTICLE 5 – INSURANCE AND BONDS
5.1 Insurance. Contractor shall maintain in full force and effect at all times during the term of the Agreement, at its sole expense, policies of insurance in accordance with the General Conditions and the Supplementary Special Conditions. By execution of this Agreement, the Contractor certifies as follows:
“I am aware of the provisions of §3700 of the Labor Code 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 of this contract.”
5.2 Faithful Performance Bond and Payment Bond. The Contractor, simultaneously with the execution of the Agreement, will be required to furnish a Faithful Performance Bond to guarantee the Faithful Performance of the Contract equal to one hundred (100%) of the Total Contract Price set forth in Article 4 and a Payment Bond required by Part 4, Title 15, Chapter 7, Division Three of the Civil Code of the State of California equal to one hundred percent (100%) of the Total Contract Price set forth in Article 4. The bonds must be issued by a surety company admitted in California and with a current A.M.
Best’s rating of no less than A-VIII or equivalent, unless otherwise approved by Agency.
Any alteration(s) made in any provision of this Agreement shall not operate to release any surety from liability on any bond required hereunder and the consent to make such alteration(s) is hereby given, and any surety on said bonds hereby waives the provisions of Sections 2819 and 2845 of the California Civil Code.
If suit is brought upon this bond by the City and judgement is recovered, the Surety shall pay all litigation expenses incurred by the City in such suit, including attorney’s fees, court costs, expert witness fees and investigation expenses.
Contractor must submit the following document with the bonds: The original, or a certified copy, of the unrevoked appointment, power of attorney, bylaws or other instrument entitling or authorizing the person who executed the bond to do so.
ARTICLE 6 – CITY’S REPRESENTATIVE(S) AND AUTHORITY’S CONSULTANTS
6.1 City’s Representative. The City has designated Patrick Dobbins, or his/her designee to act as City’s Representative. The City may change the individual(s) acting as City’s Representative(s), or delegate one or more specific functions to one or more specific City’s Representative at any time with notice and without liability to Contractor. Each City’s Representative is the beneficiary of all Contractor obligations to the City, including without limitation, all releases, and indemnities. All documents requiring the signature/approval of City shall be signed by the City’s Representative.
6.2 Design Engineer. The City has designated Dudek to be the Design Engineer. The Design Engineer is included within and covered by Contractor’s release and indemnity obligations to the City.
6.3 Construction Manager. The City has designated MNS Engineers Inc. to act as Construction Manager. The City may assign, upon mutual agreement, all or part of the City’s Representative’s duties, 00510-9
rights, and responsibilities to the Construction Manager. The Construction Manager is the beneficiary of all Contractor obligations to the City, including without limitation, all releases, and indemnities.
ARTICLE 7 – CONTRACTOR’S REPRESENTATIONS
7.1 Representations and Warranties. In order to induce the City to enter into this Agreement, Contractor makes the following representations and warranties:
A. Contractor has visited the Site and has examined thoroughly and understood the nature and extent of the Contract Documents, Work, Site, locality, actual conditions, and all local conditions, and federal, state and local laws and regulations that in any manner may affect cost, progress, performance or furnishing of Work or which relate to any aspect of the means, methods, techniques, sequences or procedures of construction to be employed by Contractor and safety precautions and programs incident thereto.
B. Contractor has examined thoroughly and understood all reports of exploration and tests of subsurface conditions, record drawings, drawings, products specifications, or reports, available for bidding purposes, of physical conditions, including Underground Facilities, which are identified in Section 00300, Supplemental Project Information Available to Bidders, or which may appear in the Contract Documents. Contractor further acknowledges and agrees that, in executing the Agreement, it is relying on its own observation of (1) the site of the Work, (2) access to the Site, (3) all other data and matters requisite to the fulfillment of the Work and on its own knowledge of existing facilities on and in the vicinity of the site of the Work to be constructed under the Contract, (4) the conditions to be encountered, (5) the character, quality and scope of the proposed Work, (6) the quality and quantity of the materials to be furnished, and (7) the requirements of the Contract, the plans, the specifications, and other related information made available to Contractor by the City.
C. Contractor has correlated its knowledge and the results of all such observations, examinations, investigations, explorations, tests, reports and studies with the terms and conditions of the Contract Documents.
D. Contractor has given the City prompt written notice of all conflicts, errors, ambiguities, or discrepancies that it has discovered in or among the Contract Documents and record drawings and actual conditions and the written resolution thereof (if any) through Addenda issued by the City is acceptable to Contractor.
E. Contractor is duly organized, existing and in good standing under applicable state law, and is duly qualified to conduct business in the State of California.
F. Contractor has duly authorized the execution, delivery and performance of this Agreement, the other Contract Documents, and the Work to be performed herein. The Contract Documents do not violate or create a default under any instrument, agreement, order, or decree binding on Contractor.
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Contractor listed the following
Subcontractors consistent with the
Subcontractor Listing Law, California
Public Contract Code §4100 et seq.:
Name of Subcontractor and
Address of Mill or Shop Description of Subcontractor’s Work Subcontractor’s
License No.
ARTICLE 8 – LABOR CODE COMPLIANCE, DAVIS-BACON WAGES, and TERMS AND CONDITIONS
8.1 California Labor Code. Pursuant to the provisions of §1770 et seq. of the California Labor Code, which are hereby incorporated by reference and made a part hereof, the Director of the Department of Industrial Relations has determined the general prevailing rate of the per diem wages and the general prevailing rate for holiday and overtime Work in the locality in which the Work is to be performed, for each craft, classification or type of worker needed to perform the Work. Per diem wages shall be deemed to include employer payments for health and welfare, pension, vacation, apprenticeship or other training programs, and similar purposes. Copies of the rates are on file at City Public Works Department office or may be downloaded from the State Department of Industrial Relations website, Division of Labor Statistics and Research, http://www.dir.ca.gov/dlsr/. The rate of prevailing wage for any craft, classification, or type of workmanship to be employed in performing the Work is the rate established by the applicable collective bargaining contract which rate so provided is hereby adopted by reference and shall be effective for the life of this Agreement or until the Director of the Department of Industrial Relations determines that another rate is adopted.
It shall be mandatory for the Contractor and all subcontractors to pay not less than such specified prevailing wage rates to all workers employed in the performance of the Work. If any worker engaged in the performance of the Work is paid less than the specified prevailing wage rate, the Contractor shall pay to each such worker the difference between the specified prevailing wage rate and the actual amount paid to such worker for each calendar day or portion thereof. In addition, Contractor shall comply with the provisions of California Labor Code §1775, including provisions which require Contractor to (a) forfeit as penalty to City not more than $200 for each calendar day or portion thereof for each worker (whether employed by Contractor or any Subcontractor) paid less than the applicable prevailing wage rates for any work done under this Contract in violation of the provisions of the California Labor Code, and (b) pay to each worker the difference between the prevailing wage rate and the amount paid to each worker for each calendar day or portion thereof for which the worker was paid less than the prevailing wage.
The Contractor and each Subcontractor shall keep or cause to be kept an accurate record showing the names, addresses, social security numbers, work classifications, straight time and overtime hours worked each day and week for all laborers, workers and mechanics employed in connection with the performance under the Contract Documents or any subcontract thereunder, and showing the actual per diem wage paid to each of such workers, which records shall be open at all reasonable hours to inspection by City 00510-11
and its agents and to the representatives of the Division of Labor Law Enforcement of the State Department of Industrial Relations. Contractor assumes all responsibility for such payments and shall defend, indemnify, and hold the City harmless from any and all claims made by the State of California, the Department of Industrial Relations, any Subcontractor, any worker or any other third party with regard thereto. Contractor shall be responsible to ensure compliance with section 1776. Failure to comply with that section may result in the California Labor Commissioner’s assessment of a penalty of $100 per day per affected worker.
The Contractor shall post, at each jobsite, a copy of such prevailing rate of per diem wages as determined by the Director for the California Department of Industrial Relations.
The successful Bidder and its subcontractors shall employ the appropriate number of apprentices, in each apprenticeable craft, on the project site as stipulated in California Labor Code sections 1777.5, 1777.6 and 1777.7. Failure to comply may result in the California Labor Commissioner’s assessment of a penalty of $100 for each day of noncompliance.
Pursuant to California Labor Code Section 1771.1, by execution below, the Bidder and its Subcontractors certify that when the Bidder’s bid was submitted, the Bidder and its Subcontractors were registered and qualified to perform public work pursuant to Section 1725.5 of the California Labor Code, subject to limited legal exceptions. Pursuant to California Labor Code Section 1771.1, by execution below, the Bidder and its Subcontractors certify that they are registered and qualified to perform public work pursuant to Section 1725.5 of the California Labor Code, subject to limited legal exceptions.
Contractor shall submit executed Agreement to Comply with California Labor Law Requirements, Appendix A, with the submitted bid.
8.2 Davis-Bacon Wages. Pursuant to State Water Resources Control Board (SWRCB) Division of Financial Assistance for Clean Water State Revolving Fund (CWSRF), the successful bidder must comply with the Davis-Bacon Act (40 U.S.C. 276a to a-7) as supplemental by Department of Labor regulations (29 CFR Part 5) it shall be mandatory upon the Contractor to whom the work is awarded and upon any Subcontractor under the Contractor to pay not less than Davis-Bacon wage rates. A copy of said wage rates is on file at City Public Works Department office and in Specification Appendix F, Davis Bacon Wage Determinations. These rate determinations may also be found on the Department of Labor’s website at:
https://sam.gov/wage-determinations . It shall be mandatory upon the Contractor to whom the work is awarded and upon any Subcontractor under the Contractor to pay not less than State prevailing wage rates or Davis-Bacon wage rates, whichever is higher, to all workmen employed by them in the execution of the Contract.
8.3 Davis-Bacon Terms and Conditions. Pursuant to State Water Resources Control Board (SWRCB) Division of Financial Assistance for Clean Water State Revolving Fund (CWSRF), the successful bidder must comply with the Davis-Bacon Act (Title VI of the Clean Water Act (CWA)) and Terms and Conditions in Specification Appendix E.
ARTICLE 9 – MISCELLANEOUS PROVISIONS
9.1 Assignment. Contractor shall not assign this Contract or any rights under or interests in the Contract without the City's written approval. No assignment will release or discharge the Contractor from any duty or responsibility under the Contract Documents. 00510-12
9.2 Successors and Assigns; No Third-Party Beneficiaries. The provisions of this Agreement and the Contract Documents shall inure to the benefit of and shall apply to and bind the successors and permitted assigns of the Parties. Nothing contained in this Agreement or the Contract Documents is intended to or shall be deemed to confer upon any person, other than the Parties and their respective successors and permitted assigns, any rights, or remedies hereunder.
9.3 Contractor Bankrupt. If Contractor should commence any proceeding under federal bankruptcy law, or if Contractor be adjudged bankrupt, or if Contractor should make any assignment for the benefit of creditors, or if a receiver should be appointed on account of Contractor's insolvency, then the City may, without prejudice to any other right or remedy, terminate the Agreement and complete the Work by giving notice to Contractor and its surety according to the General Conditions.
The City shall have the right to complete, or cause completion of the Work, all as specified in the General Conditions.
9.4 Unfair Competition. The following provision is included in this Agreement pursuant to California Public Contract Code §7103.5.
"In entering into a public works contract or a subcontract to supply goods, services, or materials pursuant to a public works contract, the contractor or subcontractor offers and agrees to assigning to the awarding body all rights, title, and interest in and to all causes of action it may have under Section 4 of the Clayton Act (15 U.S.C. Sec. 15) or under the Cartwright Act (Chapter 2 (commencing with §16700) of Part 2 of Division 7 of the Business and Professions Code), arising from purchases of goods, services, or materials pursuant to the public works contract or the subcontract. This assignment shall be made and become effective at the time the awarding body tenders final payment to the contractor, with further acknowledgment by the parties."
9.5 Nondiscrimination and Equal Opportunity. The Contractor shall not discriminate on the basis of a person’s race, religion, color, national origin, age, physical or mental handicap or disability, medical condition, marital status, sex, or sexual orientation, against any employee, applicant for employment, subcontractor, bidder for a subcontract, or participant in, recipient of, or applicant for any services or programs provided by Contractor under this Agreement. Contractor shall comply with all applicable federal, state, and local laws, policies, rules, and requirements related to equal opportunity and nondiscrimination in employment, contracting, and the provision of any services that are the subject of this Agreement, including but not limited to the satisfaction of any affirmative obligations required of Contractor thereby.
Contractor shall include the provisions of this Subsection in any subcontract.
9.6 No Waiver of Remedies. Neither the inspection by the City or its agents, nor any order or certificate for payment of money, nor any payment for, nor acceptance of the whole or any part of the Work by the City, nor any extensions of time, nor any positions taken by City or its agents shall operate as a waiver of any provision of this Agreement or the Contract Documents or of any power herein reserved to City or any right to damages herein provided, nor shall any waiver of any breach of this Agreement or of the Contract Documents be held to be a waiver of any other or subsequent breach. All remedies provided in this Agreement and in the Contract Documents shall be taken and construed as cumulative; that is, in addition to each and every other remedy provided in this Agreement and/or the Contract Documents, and the City shall have any and all equitable and legal remedies, which it would in any case have.
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9.7 Governing Law, Jurisdiction and Venue. This Agreement and the Contract Documents shall be deemed to have been entered into in the County of Monterey, State of California, and governed by and construed in accordance with the laws of the State of California, without regard to conflict of law or choice of law principles. Proper venue of legal actions will be exclusively vested in a state court in the County of Monterey. The parties agree that subject matter and personal jurisdiction are proper in state court in the County of Monterey and waive all venue objections.
9.8 Rights of Action. No right of action shall accrue upon or by reason of this Agreement to or for the use or benefit of anyone other than the parties to this Agreement. The parties to this Agreement are the Contractor and the City.
9.10 Build America, Buy America. The Contractor acknowledges to and for the benefit of the City and the State of California (“State”), that it understands the goods and services under this Agreement are being funded with monies made available by the Clean Water State Revolving Fund and/or Drinking Water State Revolving Fund that have statutory requirements commonly known as Build America, Buy America; that requires all of the iron and steel products, manufactured products and construction materials incorporated into the Project must be produced in the United States, including such materials installed by any subcontractors or suppliers pursuant to this Agreement. The Contractor hereby represents and warrants to and for the benefit of the City and the State that (a) the Contractor has reviewed and understands the Build America, Buy America Requirement, (b) all of the iron and steel products, manufactured products, and construction materials used in the project will be and/or have been produced in the United States in a manner that complies with the Build America, Buy America Requirement, unless a waiver of the requirement is approved, and (c) the Contractor will provide any further verified information, certification or assurance of compliance with this paragraph, or information necessary to support a waiver of the Build America, Buy America Requirement, as may be requested by the City or the State. Notwithstanding any other provision of this Agreement, any failure to comply with this paragraph by the Contractor shall permit the City or State to recover as damages against the Contractor any loss, expense, or cost (including without limitation attorney’s fees) incurred by the City or State resulting from any such failure (including without limitation any impairment or loss of funding, whether in whole or in part, from the State or any damages owed to the State by the City). While the Contractor has no direct contractual privity with the State, as a lender to the City for the funding of its project, the City and the Contractor agree that the State is a third-party beneficiary and neither this paragraph (nor any other provision of this Agreement necessary to give this paragraph force or effect) shall be amended or waived without the prior written consent of the State.
9.11 Notices. Except as otherwise specified herein, all notices to be sent pursuant to this Agreement or the Contract Documents shall be made in writing and sent to the Parties at their respective addresses specified below or to such other address as a Party may designate by written notice delivered to the other parties in accordance with this Section. All such notices shall be sent by:
A. personal delivery, in which case notice is effective upon delivery; B. certified or registered mail, return receipt requested, in which case notice shall be deemed delivered on receipt if delivery is confirmed by a return receipt; C. nationally recognized overnight courier, with charges prepaid or charged to the sender’s account, in which case notice is effective on delivery if delivery is confirmed by the delivery service; D. facsimile transmission, in which case notice shall be deemed delivered upon transmittal, provided that (a) a duplicate copy of the notice is promptly delivered by first-class or certified mail or by overnight delivery, or (b) a transmission report is generated reflecting the accurate transmission 00510-14
thereof. Any notice given by facsimile shall be considered to have been received on the next business day if it is received after 5:00 p.m. recipient’s time or on a non-business day.
E. Rejection or other refusal to accept or the inability to deliver because of changed address of which no notice was given shall be deemed to be receipt of the notice as of the date of such rejection, refusal, or inability to deliver.
Any written notice to Contractor shall be sent to:
Company Name Gateway Pacific Contractors, Inc.
Company Address 8055 Freeport Blvd, Sacramento, CA 95832 Individual’s Name Gary A. Bechtel
Individual’s Email Address [email protected]
Individual’s Direct Dial Phone #: (916) 665-4100
Individual’s Fax # (916) 665-4119
Any written notice to City shall be sent to:
City of Gonzales – City Clerk
P.O. Box 647
147 Fourth Street
Gonzales, CA 93926
9.12 Execution in Counterparts. This Agreement may be executed in counterparts each of which shall be deemed an original and all of which taken together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have signed the Agreement on the date set forth opposite their names.
CONTRACTOR
Under penalty of perjury, I certify that the taxpayer
identification number and all other information
provided here are correct.
DATE: BY_________________________________
____________________________________
Print Name
____________________________________
Title
BY_________________________________
__________________________________
00510-15
Print Name
____________________________________
Title
____________________________________
DIR Registration #
____________________________________
Federal ID#
____________________________________
State ID#
________________________________________
California Contractor’s License No. & Classification
______________________________________
Contractor’s License Expiration Date
CITY OF GONZALES
a California Public Entity
DATE: BY _________________________________
Carmen Gil, City Manager
Approved As To Form: Attest:
Mike Rodriquez, City Attorney Mary Villegas, Deputy City Clerk